Terms of Use
Version June 6, 2023
1) ACCEPTANCE OF OUR TERMS
- These Terms of Use (“Terms”) constitute a binding contract between you and Line-Scape, LLC (“us” or “we” or “Line-Scape”) governing the use of and access to the software services (the “Services”) we offer, in connection with a separate written Master Software Services Agreement between Client and us (the “MSSA”), to you and any authorized individuals engaged by you to use the Services on your behalf (each, a “User,” and collectively, “Users”). In these Terms, “you” or “Client” shall refer to the Entity which entered into the MSSA and its Affiliates. “Entity” shall mean a company, organization, or other legal entity by whom you are being granted access to the Services pursuant to the MSSA, and “Affiliates” shall mean any entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
- By using or accessing the Services or authorizing or permitting any User to use or access the Services, you accept and agree to be bound by these Terms in addition to any other agreement between you and us or Client and us. If you are a Client’s User, then these Terms will apply to you to the extent they are applicable to If you do not have the authority to bind the Entity to these Terms or do not agree to these Terms, do not accept these Terms or use or access the Services.
- By entering these Terms, you agree and acknowledge that you are only authorized to use the Services during the term of such Services pursuant to the MSSA, and that these Terms supplement the terms of the MSSA. In the event of an irreconcilable conflict between the terms of the MSSA and these Terms, the terms of the MSSA shall control solely to the extent of such conflict. Nothing in these Terms shall grant to you the right to use the Services outside the scope of a valid MSSA.
- If you are entering into these Terms or using the Services on behalf of Client, you agree to these Terms for Client and represent to Line-Scape that you have the authority to bind Client and its Affiliates to these Terms.
- You represent and warrant that the information you provide in registering for the Services is accurate, complete, and rightfully yours to use.
2) OUR SERVICES
- We deliver our Services through our web services, and the features and Services available to you will be based on the terms of the MSSA pursuant to which you are entitled to access the Services.
- We reserve the right to modify features and functionality of our Services from time to time in our sole discretion. We will determine in our sole discretion whether any new features require additional We may decide to add new features to the Services and make them generally available at no cost to Clients. Access to certain new features or functionality may require acceptance of additional terms presented within the Services. We may or may not provide notice to you of changes to the Services. We will not be liable to you or to any third party for any modifications, price increases, or discontinuations of our Services.
3) REGISTERING USERS ON OUR APPLICATION
- You agree that you will only access our Services for Client’s internal business purposes and subject to these Terms.
- Each of Client’s Users must agree to these You are responsible for all information, data, content, messages and other materials that you or other Client Users post, upload, or otherwise transmit via the Services (collectively, “Content”). You acknowledge and agree that a login may only be used by one (1) User, and that you will not share a single login among multiple people. You are responsible for maintaining the confidentiality of your login and account, and are fully responsible for any and all activities that occur under or in connection with your login or account. You agree that you will not trade, transfer, or sell access to your login or account to another party unless otherwise agreed to in writing by Line-Scape.
- As a User, you represent and warrant that you are: (i) 18 years old or older, (ii) not prohibited or restricted from having a Line-Scape account, and (iii) not a competitor of Line-Scape or using the Services for purposes that are competitive with Line-Scape.
- You agree to use reasonable efforts to prevent unauthorized use of the Services and notify us immediately if you discover any unauthorized use through your account. Immediately upon discovery of unauthorized use, you will take all necessary steps to terminate the unauthorized use and agree to cooperate with us in preventing or terminating such unauthorized use of the Services.
4) AVAILABILITY OF SERVICE
- While we will use commercially reasonable efforts to keep our Services available and accessible, the Services may be unavailable from time to time for repairs, upgrades, routine and emergency maintenance, or other interruptions that may be out of our reasonable control, including any outages of telecommunications services or any application programming interface (“APIs”) and integrations. Interruptions to your use of our Services shall not serve as a basis to terminate your subscription or demand any full or partial refunds or credits of prepaid and unused Services fees.
5) PAYMENT TERMS
- Payment for the Services shall be as set forth in the MSSA and applicable Order Form.
6) CANCELLATION AND TERMINATION
- Suspension or Termination. We may restrict functionality of the Services or temporarily suspend your account if we reasonably believe that you have violated these Terms or the MSSA. Unless we believe that the need to restrict or suspend access is time-sensitive and requires immediate action without notice, or we are prohibited from providing notice under law or legal order, we will use commercially reasonable efforts to notify you by email prior to such suspension. We will not be liable to you or any third parties for any of the foregoing We may terminate your account and use of the Services for any of the following reasons: (i) you fail to comply with these Terms, (ii) you do not pay your fees in accordance with the payment terms under the MSSA, (iii) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iv) if we reasonably determine you are acting or have acted in a way that could present substantial reputational harm to Line-Scape or our current or prospective partners or Clients. In no event will any termination by us for the foregoing reasons entitle you to any refunds of any prepaid and unused fees or relieve you of your obligation to pay any fees payable to us prior to the date of termination, and any unpaid fees under your MSSA will remain due and payable. Any suspected fraudulent, abusive, hateful, discriminatory or illegal activity may be grounds for immediate termination of your use of the Services and may be referred to law enforcement authorities.
- Post Termination. If your account is terminated, you must cease using the Services and Line-Scape reserves the right to delete your account settings and Content within ninety (90) days of such cancellation or termination with no liability or notice to Once your account settings and Content are deleted, you will not be able to recover such account settings or Content.
7) YOUR USE OF THE SERVICES
- You agree not to, nor authorize or permit any User or third party to: (i) license, sublicense, sell, rent, lease, or otherwise permit third parties to use the Services; (ii) circumvent or disable any security or other technological features or measures of the Services; (iii) reverse engineer any element of the Services, or use the Services to compete with the Services; (iv) modify, adapt or present the Services to falsely imply any sponsorship or association with Line-Scape; (e) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or the components of the Services; (v) use the Services to post, upload, link to, send or store any Content that is defamatory, libelous, fraudulent, derogatory, abusive, obscene, unlawful, hateful, harassing, violent, threatening, racist, discriminatory, infringes on the intellectual property rights of a third party; (vi) use the Services to post, upload, link to, send, distribute, or store any Content that contains any viruses, malware, Trojan horses, ransomware, or any other similar harmful software; (vii) use the Services to post, upload, link to, send, distribute, or store any Content that is material protected by copyright, trademark, or any other proprietary right without first having obtained all rights, permissions, and consents necessary to make such Content available on or through the Services and to grant Line-Scape the limited right to use Content as set forth in these Terms; (viii) attempt to use any method to gain unauthorized access to any paid or restricted features of the Services and related systems or networks; (ix) use automated scripts to collect information from or otherwise interact with the Services; (x) deep-link to the Services for any purpose, unless expressly authorized in writing by Line-Scape; (xi) impersonate any other user of the Services; or (xii) use the Services in violation of applicable law, the MSSA, and/or these Terms.
- You agree not to use, and not to knowingly display, distribute, or otherwise make content or information derived from the Services available to any entity for the purpose of: (i) conducting or providing surveillance or gathering intelligence, including, but not limited to, investigating or tracking individuals; (ii) tracking, alerting, or other monitoring of sensitive events (including, but not limited to, protests, rallies, or community organizing meetings); (iii) conducting or providing surveillance, analyses or research that isolates a group of individuals or any single individual on social media for any unlawful or discriminatory purpose or in a manner that would be inconsistent with the individual users’ reasonable expectations of privacy; or (iv) targeting, segmenting, or profiling individuals based on sensitive personal information, including health (e.g. pregnancy), negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.
- We have the right to immediately terminate your account or suspend your access to the Services, if we reasonably suspect that you have violated any of the restrictions in this Section 7.
- By accessing or using the Services, you represent and warrant that your activities are lawful in every jurisdiction where you access or use the Services. Our Services are not intended to hold any Sensitive Information (defined below). You represent and warrant that you will not use our Services to transmit, upload, collect, manage, or otherwise process any Sensitive WE WILL NOT BE LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM YOUR USE OF OUR SERVICES IN TRANSMITTING, COLLECTING, MANAGING, OR PROCESSING ANY SENSITIVE INFORMATION. “Sensitive Information” means any passwords, credit card or debit card information, personal financial account information, personal health information, social security numbers, passport numbers, driver’s license numbers, employment records, physical or mental health condition or information, information on racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation, or any other information that would be subject to Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standards (PCI DSS), or other laws, regulations, or industry standards designed to protect similar information.
8) DATA PRIVACY
- We access your data to enable us to respond to your service requests and as necessary to provide you with the We share your data with third parties if required by law, permitted by you, or pursuant to our Line-Scape Privacy Policy (“Privacy Policy”). You agree to all actions that are taken with respect to your data that are consistent with our Privacy Policy.
- You hereby represent and warrant that your Content has not been collected, stored, and transferred to us in violation of any law, regulation, or contractual obligation applicable to You shall have sole responsibility for the accuracy, quality, and legality of the Content and the means by which you acquired the Content. You grant to us a perpetual, worldwide, royalty-free right and license to use the Content to perform and/or improve the Services.
- If your use of our Services includes processing personal data or personal information subject to applicable EU or US data protection laws, you must enter into a Data Processing Addendum (“DPA”) with Line-Scape prior to transferring such data or information to Line-Scape.
- Ownership of Your Feedback and Suggestions. Although you are not required to provide feedback or suggestions, you assign to us all of your worldwide right, title and interest in and to any and all feedback, suggestions, requests, recommendations, or other comments that you choose to provide to us regarding our Services, including all Intellectual Property Rights You shall, upon the request of Line-Scape, its successors or assigns, execute any and all documents that may be deemed necessary to effectuate this assignment. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any feedback, suggestions, or other comments, even if it is altered or changed in a manner not agreeable to you. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this section. Our receipt of your feedback, suggestions, and other comments is not an admission of their novelty, priority, or originality, and it does not impair our right to any existing or future Intellectual Property Rights.
- Data Use. You acknowledge and authorize our use of de-identified or aggregated data: (i) to compile usage and performance information related to the Services; (ii) to operate, improve, and support the Services; (iii) to develop and publish benchmarks and similar informational reports; or (iv) for any other lawful We will not disclose such data externally unless such data is de-identified so that it does not identify You, Your users, or any other person. We will own all intellectual property rights in such de-identified or aggregated data and any data derived therefrom.
9) WARRANTY AND WARNINGS
- THE SERVICES AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS OF ANY TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. WE CANNOT AND DO NOT WARRANT THAT THE SERVICES AND SERVICES WILL BE UNINTERRUPTED, AVAILABLE, ACCESSIBLE, SECURE, TIMELY, ACCURATE, COMPLETE, FREE FROM VIRUSES, OR ERROR-FREE. LINE-SCAPE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK OR ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, DATA NOT WITHIN LINE-SCAPE’S REASONABLE CONTROL.
- THE LOCATIONS OF LINES, PIPELINES, AND OTHER UNDERGROUND FACILITIES ARE REPORTED BY THE FACILITY OPERATORS PURSUANT TO TEXAS LAW, THERE IS NO GUARANTEE THAT THE REPORTED LOCATIONS ARE COMPLETE AND ACCURATE, AND CLIENTS MAY SET CRITERIA IN THE SERVICES TO DETERMINE WHETHER OR NOT TO DEPLOY RESOURCES TO MARK THE LOCATION OF UNDERGROUND FACILITIES AT A PARTICULAR PROJECT SITE. LINE-SCAPE, LLC PROVIDES MAPPING SERVICES FOR THE REPORTED UNDERGROUND FACILITY LOCATIONS FOR INFORMATIONAL PURPOSES ONLY, AND SHALL NOT BE HELD LIABLE FOR ERRORS OR INACCURACIES IN THE UNDERLYING LOCATION DATA REPORTED BY FACILITY OPERATORS, IN THE FAILURE OF ANY FACILITY OPERATOR TO REPORT UNDERGROUND FACILITY LOCATIONS, IN THE FAILURE OF ANY FACILITY OPERATOR OR ITS REPRESENTATIVES TO ACCURATELY MARK THE LOCATION OF ANY UNDERGROUND FACILITY LOCATIONS ON-SITE, THE DETERMINATION OF ANY FACILITY OPERATOR OR ITS REPRESENTATIVES AS TO WHETHER OR NOT TO MARK THE LOCATION OF ANY UNDERGROUND FACILITY ON-SITE, OR ANY DAMAGE, INJURY OR LOSS CAUSED IN CONNECTION WITH EXCAVATION EVEN IF DAMAGE OR LOSS IS CAUSED BY OR ALLEGED TO BE CAUSED BY A NEGLIGENT ACT OR OMISSION BY LINE-SCAPE, LLC. It is incumbent on an excavator to note and follow any signage indicating the presence of an underground facility which may not be marked, including but not limited to abandoned facilities, and exercise prudent digging practices to avoid potentially serious injury, death, or damage to property.
10) YOUR INDEMNIFICATION OF US
- Your failure to comply with any of your obligations set forth in these Terms shall be considered a breach of these Without limiting Client’s obligations under the MSSA, you agree to defend, indemnify, and hold harmless Line-Scape and its Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns from any and all third party claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including attorney’s fees and costs), arising from, in connection with, or based on: (i) allegations of your or your Users’ breach of these Terms; or (ii) for any action arising from your use of the Services.
11) LIMITATION OF LIABILITY
- Exclusion of Consequential and Related Damages. NEITHER PARTY NOR ITS AFFILIATES WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, BUSINESS, OR DATA; BUSINESS INTERRUPTION; OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
- Monetary Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE MAXIMUM AGGREGATE LIABILITY OF LINE-SCAPE (INCLUDING ITS AFFILIATES) TO CLIENT AND YOU (INCLUDING YOUR AFFILIATES OR ANY THIRD PARTY CLAIMING BY, THROUGH OR UNDER YOU) ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE GREATER OF: (a) $500.00, AND (b) THE TOTAL AMOUNT PAID BY CLIENT TO LINE-SCAPE UNDER THE APPLICABLE MSSA DURING THE TWO MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- Independent Allocations of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY LINE-SCAPE TO CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- State Prohibition of Limitation of Liability and Disclaimer of Implied Warranties. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. IN THESE STATES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12) MISCELLANEOUS
- Updates To Terms. We may revise and update these Terms from time to time, in our sole Any changes we make to these Terms are effective immediately when we post them. We will provide notice to the account owner designated on the account of any material changes to these Terms. Continued use of our Services after we provide you notice of the updated Terms shall constitute acceptance of the updated Terms.
- Export Compliance and Anti-Corruption. The Services may be subject to export laws and regulations of the United States and other You represent that you are not named on any U.S. government denied-party list. You will not permit Users or any other third party to access or use the Services subject to a U.S. government embargo or in violation of any U.S. or other applicable export law or regulation. You further represent that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with your purchase or use of our Services (excluding any reasonable gifts and entertainment provided in the ordinary course of business).
- Federal Government End Use Provisions. If you are a S. federal government end user, the Services are “Commercial Items” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are provided to you with only those rights as provided under these Terms.
- Assignability. Neither party may assign its right, duties, and obligations under these Terms without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed; provided that Line-Scape may assign these Terms, and the rights granted to Line-Scape under these Terms, without your consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of Line-Scape’s obligations under these Terms.
- Governing Law and Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Texas, S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party irrevocably agrees that any action arising out of or in connection with these Terms shall be brought exclusively in the state and federal courts serving Dallas County, Texas, and each irrevocably consents to the exercise of personal jurisdiction by such courts and waives any objection to jurisdiction on grounds of forum nonconveniens.
- Waiver and Severability. The waiver by Line-Scape of any term or condition set out in these Terms shall not be deemed a further or continuing waiver of any other provision of these Terms, and any failure of Line-Scape to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, unenforceable, or illegal for any reason, such provision shall be limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
- Entire Agreement. Except for the MSSA, which is herein specifically incorporated by reference, these Terms are the final and complete expression of the agreement between these parties regarding your use of the Services and supersede and govern all previous representations and oral and written communications regarding these matters except the terms of the MSSA. Line-Scape will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to these Terms (whether or not it would materially alter this agreement) that is proffered by you or Client in any receipt, invoice, acceptance, purchase order, confirmation, correspondence, or otherwise, regardless of Line-Scape’s failure to object to such terms, provisions or conditions.
- DMCA. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content or material on the Services, the Services, or on Line-Scape’s website infringes a copyright owned by you, you (or your agent) may send Line-Scape’s DMCA agent a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then- current statutory requirements imposed by the Notices and counter-notices with respect to the website should be sent to the address specified for notices set forth in the MSSA.