Last Revised on 09/21/2022

Agreement to Terms

These Terms of Use (“Terms of Use”) constitute a legal agreement between you and Environmental Science Associates (“ESA,” “we,” “us,” or “our”) that governs your use of the ProjectFirma platform and related services. To make these Terms of Use easier to read, these are collectively referred to as the “Services.” 

By accessing the Services, you signify that you have read, understand and agree to be bound by these Terms of Use.

Changes to the Terms of Use

We have the right to change the Terms of Use at any time. If we change the Terms of Use, we’ll let you know either by posting the modified Terms of Use on the ProjectFirma website or by communicating with you directly.

We agree to post a notice of the changes in the footer of our website or within the ProjectFirma platform, and the changes will be effective 30 days after posting the notice. Your continued use of the Services will be considered your acceptance to the revised Terms of Use. If you do not agree to these Terms of Use, please do not use the Services.

Because we constantly improve the Services, we may change or discontinue any part of the Services, at any time and without notice.

Signing Up for the Services

You must be at least 18 years old to use the Services.

Before you can use the Services, you must create an account with access credentials to log into the Services. Your employer or other party that has contracted with ESA for access to the Services (“Customer”) will configure your account as an authorized user of the Services (“Authorized User”) by granting you specific permissions within the Services. You are responsible for all activities that occur under your account, whether or not you know about them, so please keep your access credentials secret.

Intellectual Property

All materials included with the Services that ESA provides, such as features and functionality, graphics, layouts of forms and reports, data, and the software powering the Services (“Materials”), are the property of ESA or its licensors. The Materials are protected by copyright, trademark and other intellectual property laws. As used in these Terms of Use, “Materials” excludes Customer data and other content provided or generated by Customer, and third-party content uploaded to the Services by Authorized Users.

Environmental Science Associates®, ProjectFirma®, and other trademarks and logos that we use are trademarks of Environmental Science Associates. Any third-party trademarks that appear on the Services are the property of their respective owners. You may not use any of these trademarks without express written permission from ESA or their owners.

Limited License

So long as you comply with these Terms of Use, you may access the Services, as well as generate and download forms, reports, and data, solely in connection with your role as an Authorized User, and solely to fulfill your obligations. You may not download, print, copy, distribute, or modify any other Materials.  

License Restrictions

Your right to use the Services is conditioned on compliance with these Terms of Use and applicable laws, including privacy laws. You may not (and you may not facilitate or permit anyone else to):

• disclose any of the Confidential Information (defined below), data or other Materials you access through the Services for any purpose except as necessary to perform your obligations as an Authorized User;
• copy, modify or create derivative works or improvements of any component of the Services or Materials not freely available under the Affero General Public License (AGPL), version 3;
• access or use any component of the Services or Materials not freely available under the AGPL for purposes of competitive analysis of the Services or Materials, or for the purpose of developing a similar or competing software service or product;
• reverse engineer, disassemble, decompile, or decode the source code of any component of the Services or Materials not freely available under the AGPL (if any);
• bypass or breach any security device or protection used by the Services, or permit access to the Services other than by an Authorized User through the use of his or her own Access Credentials (including access by an individual who is no longer an Authorized User);
• upload or transmit any information or materials that contain or activate any technology (such as viruses or malware) that permits unauthorized access to or impedes the Services or ESA’s IT infrastructure, or may cause harm to other current or future Authorized Users;
• remove or alter any intellectual property notices from any Services or Materials; or
• access or use the Services or Materials in any manner that infringes or violates any intellectual property or privacy right or other right of any third party or that violates any applicable law

Confidentiality

By accessing and using the Services, you may encounter confidential information owned by ESA, including information relating to ESA’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and personal information (“Confidential Information”), in each case whether or not marked, designated or otherwise identified as “confidential.” You agree that you shall: (a) not access or use Confidential Information other than as necessary to perform your obligations as an Authorized User; (b) not disclose or permit access to Confidential Information to any third party; and (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care you use to protect your own confidential information (in no event less than a reasonable degree of care).

Communications

By using the Services, you agree to receive certain electronic communications from us, whether through the Services or by email. You agree that any notice, agreement, disclosure or other communication that we send you electronically will satisfy any legal notice requirements, including that such communications be in writing. All calls, emails and other communications between you and ESA may be recorded.

Copyright Infringement Notice Procedure

ESA respects intellectual property rights. If you believe your copyrighted work has been copied or posted on or through the Services in a way that constitutes copyright infringement, then please contact us at info@esassoc.com and provide the following information:

• A description of the copyrighted work that you believe has been infringed;
• A description of what the allegedly infringing work is;
• A description of the location where the allegedly infringing work is located on the Services;
• An address and phone number where you can be contacted, including an email address if possible;
• A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; and
• A statement, made under penalty of perjury, that the above information in the notice is accurate and that the signatory is the copyright owner or is authorized to act on behalf of the copyright owner.

Consult your legal advisor before filing an infringement notice, because there can be penalties for false claims.

Termination

We reserve the right in our sole discretion to (i) terminate your account, (ii) delete any of your content (subject to ESA’s obligations to its customers), (iii) restrict your use of all or any part of the Services, and (iv) modify or discontinue the Services (or any part of the Services), for any or no reason, without notice, and without liability to you or anyone else. We also reserve the right to block users from accessing or posting content to the Services by using any technology available, such as blacklisting certain IP addresses or device numbers.

Warranty Disclaimer

EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN CUSTOMER AND ESA, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND. YOU USE THE SERVICES AT YOUR OWN SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL PROVIDE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE SERVICE.

Limitation of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICES PROVIDERS AND LICENSORS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER BASED ON UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR ANY OTHER LEGAL THEORY.

IN NO EVENT WILL ESA’S TOTAL LIABILITY TO INDIVIDUAL USERS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR MATERIALS EXCEED $1,000.

The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between ESA and you.

Indemnity

You agree to defend and indemnify ESA, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services.

Disputes

The rights and liabilities of the parties arising out of or relating to this agreement will be governed by the laws of the State of California, exclusive of choice of law remedies. Any litigation between the parties will be conducted exclusively in state or federal courts in California.  

Miscellaneous

• Survival.  The terms that by their nature may survive termination shall remain in effect and survive the termination of these Terms of Use, including without limitation, Content Submitted, Ownership, Indemnity, Warranty Disclaimer, Limitation of Liabilities and Damages and Miscellaneous.
• Assignment. These Terms of Use are personal to you, the user. You may not assign these Terms of Use or any rights and licenses in these Terms of Use to another party. These Terms of Use may be assigned by ESA without restriction.
• Limitations on Claims. Any cause of action or claim you may have with respect to ESA or the Services (including without limitation the purchase of products and services) must be commenced within one year after the claim or cause of action arises.
• No Waiver.  Our failure to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of that or any other right or provision. Neither the course of conduct between the parties nor trade practice shall modify any of the terms in these Terms of Use.
• Entire Agreement. These Terms of Use constitute the entire agreement between you and us and govern your use of the Services. These Terms of Use supersede any prior agreements, communications, representations, or understandings between you and us, including without limitation any prior versions of these Terms of Use.

Contact Information

Environmenal Science Associates
550 Kearny St, Suite 800
San Francisco, CA 94108
415.896.5900
info@esassoc.com