End-User License Agreement (EULA)

Last Updated: March 27, 2026

1. Interpretation and Definitions

1.1 Interpretation

Capitalized terms used in this Agreement have the specific meanings set out below, whether in singular or plural form. Unless the context clearly requires otherwise, references to "including" shall mean "including without limitation."

1.2 Definitions

Affiliate: With respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity. For purposes of this definition, "control" means ownership of fifty percent (50%) or more of the voting securities of an entity, or the power to direct the management and policies of an entity.
Agreement: This End-User License Agreement, including all amendments, schedules, exhibits, and referenced policies, as may be updated from time to time.
Application: The software program developed and provided by Prose, titled "PROSE," including any related updates, upgrades, patches, modules, add-ons, extensions, and APIs, installed on your Device and made available through Prose's website or otherwise distributed by Prose.
Application Output: Any and all results, calculations, values, reports, data, recommendations, or other information generated by the Application on your Device, including but not limited to structural design loads, load combinations, code-based parameters, and any derived engineering values.
Beta Features: Features, modules, or calculation methods designated by Prose as "Beta," "Preview," "Experimental," or similar, which are provided for evaluation purposes only and are not intended for use in professional engineering deliverables.
Account and Organization Data: Account information, organization data, and supplemental materials that you submit to Prose's servers in connection with the Application. Account and Organization Data does not include Project Data or Application Output stored locally on your Device.
Device: Any computer or other electronic hardware system that is owned or controlled by you and meets the Application's minimum system requirements, limited to devices for which you have proper licensing rights for the underlying operating system.
Documentation: All user manuals, technical specifications, API documentation, help files, and other materials provided by Prose relating to the Application.
Effective Date: The date on which your license commences, as defined in Section 13.1.
Feedback: Any suggestions, ideas, enhancement requests, bug reports, feedback, or other communications regarding the Application provided by you to Prose.
Initial Term: The initial subscription period selected upon first purchase, as defined in Section 13.1.
Licensed Professional Engineer (PE): An individual who holds a current, valid professional engineering license issued by the applicable state or jurisdictional licensing authority, authorizing the practice of structural engineering or civil engineering with a structural specialty.
Organization Administrator: The individual who creates the organizational account or is designated by the organization to manage users, assign and reassign seats, and control access to organizational project data.
Project Data: Engineering project data stored in the local SQLite database file on your Device. Project Data is not intended for direct access outside the Application; users interact with Project Data exclusively through the Application interface. Prose does not access, transmit, or store Project Data on its servers.
Prose: Prose Engineering Technologies, LLC, a Missouri limited liability company, and its successors and assigns.
Prose Parties: Prose and its Affiliates, and all officers, directors, managers, employees, agents, partners, contractors, licensors, and other representatives of Prose and its Affiliates.
Read-Only Access: The ability to view (but not create or edit) your Project Data through the Application after termination or expiration of a paid subscription, as further described in Section 13.8. Read-Only Access requires that the Application remain installed on your Device and does not depend on an active internet connection.
Renewal Terms: Successive subscription periods following the Initial Term, as defined in Section 13.2.
Required Updates: Updates designated by Prose as required pursuant to Section 9.3.
Security Breach: Unauthorized access to, acquisition of, or disclosure of data maintained on Prose's servers that compromises the security, confidentiality, or integrity of such data.
Third-Party Services: Any external services, products, websites, APIs, software, or content that are integrated with, linked to, or otherwise made available via the Application, whether or not operated, controlled, or endorsed by Prose.
Updates: Enhancements, improvements, patches, bug fixes, updates, upgrades, and other modifications to the Application that Prose may develop and provide from time to time.
You: The individual or legal entity who accesses or uses the Application under this Agreement, including any employees, agents, or representatives acting on behalf of such entity.

2. Acknowledgment

By clicking "I Agree," downloading, installing, accessing, or using the Application, you acknowledge that you have read, understood, and agree to be legally bound by all terms and conditions of this Agreement. If you do not agree to all terms of this Agreement, you must immediately cease all use of the Application and uninstall it from all devices.

This Agreement constitutes a legally binding contract between you and Prose governing your use of the Application. By using the Application, you represent and warrant that:

(a) you have the legal capacity to enter into this Agreement;
(b) if you are using the Application on behalf of an organization, you have the authority to bind that organization to this Agreement;
(c) you are at least 18 years of age; and
(d) you meet the User Qualification Requirements set forth in Section 4 of this Agreement.

The Application is licensed, not sold, to you by Prose for use strictly in accordance with the terms of this Agreement. You acquire no ownership rights in the Application or any intellectual property therein.

3. Professional Tool Disclaimer and Engineering Use

3.1 Application Is a Professional Assistive Tool Only

THE APPLICATION IS A COMPUTATIONAL ASSISTIVE TOOL DESIGNED TO AID QUALIFIED STRUCTURAL ENGINEERING PROFESSIONALS IN DEVELOPING STRUCTURAL DESIGN LOADS. THE APPLICATION DOES NOT PROVIDE, AND SHALL NOT BE CONSTRUED AS PROVIDING, PROFESSIONAL ENGINEERING SERVICES, PROFESSIONAL ENGINEERING ADVICE, STRUCTURAL ENGINEERING DESIGN, OR ANY FORM OF PROFESSIONAL OPINION OR CERTIFICATION. PROSE DOES NOT PRACTICE ENGINEERING, DOES NOT HOLD ITSELF OUT AS AN ENGINEERING FIRM, AND DOES NOT EMPLOY LICENSED PROFESSIONAL ENGINEERS FOR THE PURPOSE OF PROVIDING ENGINEERING SERVICES THROUGH THE APPLICATION.

The Application automates certain calculations related to structural design loads (including but not limited to dead loads, live loads, snow loads, wind loads, seismic loads, and other loading conditions) based on user-provided inputs, published building codes, and reference standards. The Application is intended solely as one tool among many that a qualified structural engineering professional may use in the exercise of independent professional judgment.

3.2 No Substitute for Professional Engineering Judgment

You acknowledge and agree that:

(a) The Application is not a substitute for the education, training, experience, and independent professional judgment of a qualified licensed professional, and the responsibility for any engineering design, analysis, or professional work product that incorporates or relies upon Application Output rests solely and exclusively with the qualified licensed professional who seals, signs, or otherwise certifies such work;
(b) All Application Output requires independent verification, validation, and professional review by a qualified licensed professional before being used in, relied upon for, or incorporated into any engineering design, analysis, construction document, or professional deliverable;
(c) The Application does not and cannot account for all site-specific conditions, local amendments to building codes, unusual loading scenarios, project-specific requirements, or other factors that require professional engineering judgment; and
(d) All engineering calculations are performed locally on your Device. Prose does not review, validate, verify, certify, or exercise professional engineering judgment over any Application Output. The Application executes algorithms; it does not practice engineering.

3.3 Building Codes and Reference Standards

The Application incorporates data, formulas, tables, figures, and methods derived from published building codes and reference standards (including but not limited to ASCE 7, IBC, and state-specific amendments). You acknowledge that:

(a) Building codes and standards are subject to interpretation, local amendments, and periodic revision;
(b) Prose makes commercially reasonable efforts to keep code-based data current but does not warrant that the Application reflects the most current version of any code or standard, or that such data is free from transcription errors;
(c) It is your sole responsibility to verify that Application Output is consistent with the applicable codes and standards for the specific project and jurisdiction; and
(d) In the event of any discrepancy between Application Output and the governing building code or standard, the governing code or standard shall control in all cases.

3.4 No Reliance by Third Parties

Application Output is intended solely for use by qualified structural engineering professionals operating the Application. No third party (including but not limited to building owners, contractors, government agencies, or members of the public) may rely upon Application Output as a basis for any decision, action, or omission. You shall not represent to any third party that Application Output constitutes a professional engineering opinion or certification by Prose.

4. User Qualifications

4.1 Professional Qualification Requirement

The Application is intended exclusively for use by qualified structural engineering professionals. By using the Application, you represent and warrant that:

(a) You are trained and competent in structural engineering, with the education, experience, and professional knowledge necessary to evaluate and verify the Application's output; and
(b) All Application Output used in connection with professional engineering work product will be reviewed, verified, and approved by a qualified licensed professional who holds a current, valid license to practice structural or civil engineering in the applicable jurisdiction and who assumes professional responsibility for such work product.

4.2 Organizational Use

If the Application is licensed to an organization (including but not limited to an engineering firm, corporation, partnership, or government agency), the organization represents and warrants that:

(a) It will ensure that all individuals who access or use the Application within the organization meet the qualifications described in Section 4.1;
(b) At least one qualified licensed professional within the organization is designated as responsible for overseeing use of the Application and verifying Application Output;
(c) It will maintain internal policies and procedures to ensure that Application Output is independently verified by a qualified licensed professional before being used in any professional deliverable; and
(d) It will promptly notify Prose if it becomes aware that any unqualified individual has accessed or used the Application.

4.3 Ongoing Qualification

You agree to maintain the qualifications described in this Section throughout the term of this Agreement. If you are a Licensed Professional Engineer and your professional license is suspended, revoked, or expires, you must promptly notify Prose. Prose reserves the right to suspend or terminate your access upon learning that you no longer meet the qualification requirements.

4.4 No Verification Obligation

While Prose requires the representations and warranties set forth in this Section, Prose does not independently verify the qualifications or licensure status of users. Prose's decision to include qualification requirements in this Agreement reflects Prose's intended user base and does not create any independent duty on Prose's part to verify, monitor, or enforce user qualifications. You acknowledge that Prose's failure to verify your qualifications does not relieve you of your obligations under this Section or your professional responsibilities under applicable law.

4.5 Organizational Administration

For organizational licenses: (a) the Organization Administrator has authority to manage users, assign and reassign seats, and control access to organizational project data; (b) project data created under an organizational license is owned by the organization, not individual users, unless the organization and its users agree otherwise in writing; (c) the Organization Administrator may revoke a user's access at any time, including upon that user's departure from the organization; (d) upon revoking a user's access, the organization retains all project data associated with that user's account within the organization; and (e) the organization is responsible for ensuring that departing users' access is promptly revoked.

5. Acceptable Use of Application Output

5.1 Mandatory Independent Verification

You agree that you will independently verify all Application Output before using, relying upon, or incorporating such output into any engineering design, analysis, report, construction document, or other professional work product. Independent verification means review by a qualified licensed professional using professional judgment, applicable codes and standards, and such additional calculations, analyses, spot-checks, comparisons against alternative methods, or other checks as the qualified licensed professional deems appropriate in the exercise of professional care.

5.2 Prohibited Uses of Application Output

You agree that you will not:

(a) Use Application Output as the sole basis for any structural design, analysis, or professional engineering decision without independent verification;
(b) Represent Application Output as a certified, sealed, or professionally endorsed engineering analysis or opinion;
(c) Distribute Application Output to third parties without clear disclosure that such output is generated by a computational tool and has not been independently verified, unless and until a qualified licensed professional has reviewed, verified, and taken professional responsibility for such output;
(d) Use Application Output for any project or application for which the applicable building code or standard of care requires analysis methods or engineering judgment beyond the scope of the Application's capabilities; or
(e) Use Application Output in connection with any project or structure where the user knows or reasonably should know that the Application's inputs, assumptions, or methods are insufficient for the specific conditions of the project.

5.3 Record Keeping

You are solely responsible for maintaining records of your independent verification of Application Output, including the methods, checks, and professional judgment applied. Prose has no obligation to maintain records of Application Output or verification activities.

6. Assumption of Risk and Release

6.1 Acknowledgment of Risk

You acknowledge and agree that structural engineering involves inherent risks, including the risk that errors in design loads, calculations, or engineering judgment may contribute to structural failure, property damage, personal injury, or death. You further acknowledge that:

(a) The Application, like all software, may contain errors, bugs, or inaccuracies that could result in incorrect Application Output;
(b) Building codes and reference data incorporated into the Application may contain errors, may not reflect local amendments, and may not be current;
(c) User-provided inputs that are incorrect, incomplete, or inappropriate for the specific project conditions will produce unreliable Application Output; and
(d) No software tool can replace the professional judgment, education, training, and experience of a Licensed Professional Engineer.

6.2 Assumption of Professional Responsibility

BY USING THE APPLICATION, YOU EXPRESSLY ASSUME FULL PROFESSIONAL RESPONSIBILITY AND LIABILITY FOR ANY AND ALL ENGINEERING DESIGNS, ANALYSES, REPORTS, CONSTRUCTION DOCUMENTS, OR OTHER PROFESSIONAL WORK PRODUCT THAT INCORPORATES, RELIES UPON, OR IS INFORMED BY APPLICATION OUTPUT. This assumption of responsibility includes, without limitation, responsibility for:

(a) Verifying the accuracy and appropriateness of all Application Output;
(b) Ensuring that Application Output is consistent with applicable building codes, standards, and regulations;
(c) Applying professional judgment to identify and address limitations, errors, or omissions in Application Output;
(d) Determining whether the Application's methods and assumptions are appropriate for the specific project conditions; and
(e) All consequences arising from the use of Application Output in engineering work product, including any property damage, personal injury, or death.

6.3 No Shifting of Professional Liability

Nothing in this Agreement shall be construed to transfer, shift, or allocate any portion of your professional liability or standard of care to Prose. The person who seals, signs, certifies, or otherwise takes professional responsibility for engineering work product retains full professional liability for such work, regardless of whether the Application was used in its preparation.

6.4 Release

You release and forever discharge Prose and the other Prose Parties from responsibility, liability, claims, demands, and damages (including actual, direct, incidental, consequential, indirect, special, exemplary, and punitive damages) of every kind and nature, known and unknown, arising out of or in any way connected with your use of the Application or Application Output, whether in general or in connection with engineering designs, analyses, reports, construction documents, or other professional work product. This release includes, but is not limited to, claims of negligence, and is in addition to (and not in lieu of) the disclaimers, limitations, and indemnification obligations set forth elsewhere in this Agreement.

7. License

7.1 Grant of License

Subject to your compliance with this Agreement (including the User Qualification Requirements in Section 4), Prose grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Application solely on Devices you own or control, strictly in accordance with this Agreement and the Documentation.

7.2 License Restrictions

You agree not to, and will not permit others to:

License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Application or make the Application available to any third party except as expressly permitted herein
Modify, decrypt, decompile, reverse-engineer, disassemble, or create derivative works from the Application, or attempt to derive the source code, algorithms, or underlying ideas
Remove, alter, or obscure any proprietary notices, labels, or marks on the Application
Use the Application to provide software-as-a-service, application service provider services, or any similar commercial offering without Prose's prior written consent
Use hardware or software to multiplex, pool connections, or otherwise enable multiple users or devices to access the Application through a single license
Share, transfer, or distribute login credentials or permit unauthorized access to your account
Use the Application in any manner that violates applicable laws, regulations, or third-party rights
Interfere with or disrupt the Application's operation or circumvent any security measures
Use the Application for competitive analysis or to develop competing products
Access or use the Application beyond the scope of the rights granted herein
Permit any individual who does not meet the User Qualification Requirements of Section 4 to access or use the Application
Use automated means (including bots, spiders, scrapers, or similar tools) to access, monitor, or copy the Application or its content

7.3 Compliance Obligations

You shall:

Maintain reasonable security measures to protect your login credentials and prevent unauthorized access
Promptly notify Prose of any suspected unauthorized use
Comply with all applicable laws and regulations
Ensure that all users within your organization comply with this Agreement, including the User Qualification and Acceptable Use requirements of Sections 4 and 5
Maintain accurate records of your use as reasonably requested by Prose
Maintain backup copies of your Project Data; Prose is not responsible for loss, corruption, or unauthorized access to Project Data stored on your Device

7.4 Audit Rights

Prose may, upon reasonable notice and during normal business hours, audit your use of the Application to ensure compliance with this Agreement. You agree to cooperate with such audits and provide reasonable access to relevant records.

7.5 Beta Features

Beta Features are provided for evaluation purposes only and are not intended for use in professional engineering deliverables. By using Beta Features, you acknowledge that: (a) Beta Features may contain errors, produce inaccurate output, and be incomplete or unreliable; (b) Application Output generated using Beta Features must not be incorporated into any engineering design, construction document, or professional work product; (c) Prose may modify or withdraw Beta Features at any time without notice; and (d) all warranties and support obligations in this Agreement are excluded with respect to Beta Features. Beta Features are subject to the disclaimers in Section 15 and the limitation of liability in Section 16.

8. Intellectual Property and Data Protection

8.1 Prose Intellectual Property

The Application and all related technology, including but not limited to software code, algorithms, user interfaces, designs, graphics, logos, trademarks, service marks, copyrights, patents, trade secrets, know-how, and other intellectual property rights, are and shall remain the sole and exclusive property of Prose and its licensors. No title to or ownership of any intellectual property is transferred to you under this Agreement.

8.2 Rights Reserved

All rights not expressly granted to you in this Agreement are reserved by Prose. You acknowledge that the Application contains valuable proprietary information and trade secrets of Prose.

8.3 Account and Organization Data

You retain ownership of any account information, organization data, and supplemental materials you submit to Prose's servers in connection with the Application. By submitting such data, you grant Prose a non-exclusive, worldwide, royalty-free license to use, reproduce, and store such data solely as necessary to provide and maintain the Application and related services to you. For clarity, Project Data and Application Output are stored locally on your Device, are not transmitted to Prose, and Prose does not claim and is not granted any license to Project Data or Application Output.

8.4 Confidentiality of User Data

Prose acknowledges that account information, organization data, and supplemental materials submitted by users may contain confidential or proprietary information. Prose agrees to treat such data as confidential and will not disclose it to third parties except: (a) as necessary to provide the Application and related services (e.g., to service providers bound by confidentiality obligations); (b) as required by law; (c) in connection with a business transfer as described in the Privacy Policy, provided the successor entity is bound by confidentiality obligations no less protective than those in this Section; or (d) with your prior written consent.

8.5 Data Breach Notification

In the event Prose becomes aware of a Security Breach affecting account information, organization data, licensing records, or other data maintained on Prose's servers, Prose shall: (a) notify affected users without unreasonable delay and in no event later than required by applicable law; (b) provide reasonable details regarding the nature and scope of the Security Breach; (c) describe the steps Prose is taking to investigate and mitigate the Security Breach; and (d) cooperate with users' reasonable requests for information needed to comply with users' own notification obligations.

8.6 Open Source Components

The Application may include open source software components subject to separate license terms. A list of open source components and their applicable licenses is available in the Documentation or at prose-eng.com/open-source. To the extent any open source license terms conflict with this Agreement, the open source license terms shall govern solely with respect to the applicable open source component.

9. Modifications and Updates

9.1 General

Prose reserves the right, in its sole discretion, to modify, update, enhance, reduce, suspend, or discontinue the Application or any features, functionality, or services thereof, temporarily or permanently. This includes changes to calculation methodologies, building code data, reference standards, user interfaces, supported platforms, and service availability. Prose may develop and provide Updates. Updates may modify, enhance, or delete certain features and functionalities.

You acknowledge and agree that Prose has no obligation to provide any specific features, functionality, or Updates, to support previous versions of the Application, or to maintain backward compatibility. Prose shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Application or any part thereof.

If any modification materially reduces the core functionality of the Application, Prose will use commercially reasonable efforts to provide at least thirty (30) days' advance notice via email or in-Application notification.

9.2 Update Notifications

When Updates are available, you will receive notification within the Application. You may choose whether to download and install non-critical Updates. However, you acknowledge that declining Updates may result in reduced functionality, performance issues, compatibility problems, or outdated building code data.

9.3 Required Updates

Prose reserves the right to designate certain Updates as Required Updates for: (a) security vulnerabilities; (b) legal or regulatory compliance; (c) critical bug fixes, including corrections to calculation errors; (d) building code data corrections; or (e) maintaining Application stability. You agree to install Required Updates within thirty (30) days of notification. Failure to install Required Updates may result in Application access being restricted or terminated.

9.4 Risks and Re-Verification

You acknowledge that modifications and Updates may introduce new bugs, change functionality, modify calculation methodologies, or affect your use of the Application. Your obligation to independently verify Application Output under Section 5.1 applies to any output that may be affected by modifications or Updates. Prose shall not be liable for any issues arising from Update installation or your failure to install Updates.

10. Feedback

If you provide Feedback to Prose, you hereby grant Prose a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose whatsoever, commercial or otherwise, without notice, compensation, attribution, or other obligation to you.

You represent and warrant that: (a) you have the right to disclose such Feedback; (b) your Feedback does not violate the rights of any third party; and (c) your Feedback does not contain confidential or proprietary information of any third party.

You acknowledge that Prose is not obligated to use your Feedback and may develop products or services similar to your Feedback without liability to you.

11. Maintenance and Support

11.1 Limited Support

Prose may, but is not obligated to, provide maintenance, support, or technical assistance for the Application. Any support provided shall be at Prose's sole discretion and may be modified or discontinued at any time without notice. Prose makes no representations or warranties regarding response times, resolution times, or availability of support services. If Prose elects to provide support, it shall be provided through Prose's designated support channels as specified in the Documentation or on Prose's website.

11.2 Submission of Diagnostic Materials

If you submit project files (.pros files), diagnostic data, error logs, or other materials to Prose in connection with a support request, you represent and warrant that: (a) you have the authority to disclose such materials; (b) their disclosure does not violate any confidentiality obligation, non-disclosure agreement, or other restriction applicable to you or your Organization; and (c) such materials do not contain information that you are prohibited from sharing by law, regulation, or contract. Prose will use diagnostic materials solely to troubleshoot and resolve the reported issue and will delete them within 30 days of issue resolution, unless you consent otherwise.

11.3 Support Does Not Constitute Engineering Services

Any technical support, guidance, or assistance provided by Prose is limited to the operation and functionality of the Application software. Support interactions do not constitute professional engineering services, advice, or opinions. Prose support personnel are not Licensed Professional Engineers and are not qualified to provide engineering guidance. You remain solely responsible for all engineering decisions and professional judgments.

12. Third-Party Services

12.1 Third-Party Integration

The Application may display, include, or make available third-party content, data, information, applications, or services, or provide links to third-party websites or services ("Third-Party Services"). Prose relies on various Third-Party Services to operate, secure, and improve the Application, including but not limited to:

Authentication & Data Storage (e.g., Supabase)
Error Monitoring & Performance (e.g., Rollbar)
Content Delivery & Hosting (e.g., Cloudflare)
Email & Notifications (e.g., Zeptomail)
Marketing & Email Campaigns (e.g., Zoho Campaigns)
Payment Processing (e.g., Stripe)

12.2 No Responsibility

You expressly acknowledge and agree that Prose: (a) is not responsible for any Third-Party Services; (b) does not endorse or make any representations regarding Third-Party Services; (c) has no control over Third-Party Services; (d) is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of Third-Party Services; and (e) assumes no liability or responsibility for any Third-Party Services.

12.3 User Obligations

You must: (a) comply with each third party's terms of service when using any Third-Party Services; (b) resolve any disputes directly with the third-party provider; (c) acknowledge that Third-Party Services are provided solely as a convenience; and (d) access and use Third-Party Services entirely at your own risk.

12.4 Privacy and Data

By using the Application, you consent to Prose's and third-party service providers' collection, use, and disclosure of your information as described in Prose's Privacy Policy (prose-eng.com/privacy) and the providers' respective policies. The Application automatically collects certain Usage Data as described in the Privacy Policy, including feature usage logs, machine identifiers for license enforcement, and error and diagnostic data transmitted to third-party error monitoring services. You are responsible for reviewing third-party privacy policies. Project Data remains on your Device and is not transmitted to Prose or any Third-Party Service.

12.5 Service Changes

Prose may add, modify, or remove Third-Party Services at any time without notice. You acknowledge that such changes may affect the Application's functionality.

13. Term and Termination

13.1 Initial Term

Your license commences upon first purchase, subscription, or use of the Application (the Effective Date) and continues for the period selected: one (1) month for monthly subscriptions or one (1) year for annual subscriptions (the Initial Term).

13.2 Automatic Renewal

Unless cancelled per Section 13.4, your subscription automatically renews for successive Renewal Terms equal in length to the Initial Term. Prose will charge your payment method the applicable subscription fee plus taxes. Prose may modify fees for Renewal Terms with thirty (30) days' advance notice. Continued use after notice constitutes acceptance of new fees.

13.3 Seat Modifications

You may add or remove licensed seats at any time through the Application interface or by contacting [email protected]. Added seats will be charged on a prorated basis from the date of addition through your next renewal date. Removed seats will remain active until your next billing cycle, with no prorated refunds provided. All seat modifications are subject to your payment method being successfully charged.

13.4 Cancellation

Monthly: Cancel anytime by emailing [email protected]. Takes effect at current term end; no refunds for partial periods.

Annual: Cancel anytime by emailing [email protected]. Takes effect at current term end; no refunds for partial periods.

13.5 Termination by Prose

Prose may suspend or terminate this Agreement immediately upon notice if you: (a) materially breach any provision of this Agreement; (b) violate license restrictions or prohibited uses; (c) become insolvent, file for bankruptcy, or make an assignment for creditors; (d) engage in conduct that damages Prose's reputation or business; (e) use the Application in violation of applicable law; (f) fail to pay any fees when due; or (g) fail to meet or maintain the User Qualification Requirements set forth in Section 4.

13.6 Immediate Termination

Prose may terminate immediately without notice for: (a) unauthorized use or distribution of the Application; (b) security breaches caused by or attributable to your actions; (c) violation of Prose's intellectual property rights; or (d) fraudulent activity.

13.7 Effect of Termination

Upon termination or expiration of a paid subscription: (a) all paid feature licenses immediately cease; (b) you must cease all use of the Application for creating or editing projects, but may retain the Application installed on your Device solely for Read-Only Access as described in Section 13.8, except where termination is by Prose under Section 13.6; (c) outstanding fees become immediately due; and (d) you remain liable for all obligations incurred prior to termination.

13.8 Data Access After Termination

Upon termination or expiration of a paid subscription (for any reason other than termination by Prose under Section 13.6), you may retain the Application installed on your Device for the sole purpose of viewing your Project Data in read-only mode. Read-Only Access allows you to view your project inputs and Application Output (including calculated values derived from your stored project data) but does not permit creation of new projects, editing of existing data, or use of paid features (including performing new calculations). Read-Only Access is provided at no charge, requires no active subscription or internet connection, and does not depend on Prose's license servers or any other Prose infrastructure. You acknowledge that: (a) Read-Only Access is available only so long as the Application remains installed on your Device -- if you uninstall the Application, you will lose the ability to view your Project Data through the Application; (b) Prose has no obligation to ensure the Application remains compatible with future operating systems or hardware; and (c) Read-Only Access remains subject to all provisions that survive termination under Section 13.9.

13.9 Survival

Provisions that by their nature should survive termination shall survive, including without limitation Sections 3 through 8, 10, 13.8, 13.9, 14 through 17, and 20 through 22.

14. Indemnification

14.1 User Indemnification

You agree to defend, indemnify, and hold harmless the Prose Parties from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising from or relating to:

Your use or misuse of the Application or Application Output
Your violation of this Agreement or any applicable law or regulation
Your Account and Organization Data or any claims that data you submit infringes third-party rights
Your violation of any rights of another party, including users, customers, or third parties
Any negligent acts, omissions, or willful misconduct by you or your employees, agents, or representatives
Any data breach or security incident involving your systems or data
Your failure to comply with applicable laws, regulations, or industry standards
Any claims by your employees, contractors, or agents related to their use of the Application
Any claim, action, or proceeding (including claims for property damage, personal injury, or wrongful death) arising from or related to any engineering design, analysis, report, construction document, or other professional work product that incorporates, relies upon, or is informed by Application Output
Any claim arising from your failure to independently verify Application Output as required by Sections 5 and 6
Any claim arising from use of the Application by an individual who does not meet the User Qualification Requirements of Section 4

14.2 Indemnification Procedure

Indemnification obligations are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party of any claim (provided that failure to notify shall not relieve the indemnifying party of liability except to the extent materially prejudiced); (b) granting the indemnifying party sole control of the defense and settlement (provided the indemnifying party may not settle without the indemnified party's consent if it admits liability or imposes obligations on the indemnified party); and (c) providing reasonable cooperation at the indemnifying party's expense.

15. Warranty and Disclaimers

15.1 Limited Warranty

Prose warrants that, for a period of thirty (30) days following your initial download or installation of the Application (the "Warranty Period"), the Application will substantially conform to the Documentation. If the Application does not substantially conform to the Documentation during the Warranty Period, your exclusive remedy and Prose's sole liability shall be, at Prose's option, to: (a) repair or replace the non-conforming Application; or (b) refund the fees paid for the then-current subscription term. This limited warranty applies only to the initial version of the Application as delivered by Prose and does not cover defects caused by modification, misuse, or use with hardware or software not specified in the Documentation.

15.2 Disclaimer of All Other Warranties

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 15.1, the Application is provided to you "AS IS" and "AS AVAILABLE" with all faults, defects, bugs, and errors, without warranty of any kind. To the maximum extent permitted under applicable law, Prose, on its own behalf and on behalf of the Prose Parties, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Application, including but not limited to:

All implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement
Warranties that may arise out of course of dealing, course of performance, usage, or trade practice
Any warranties regarding availability, accessibility, or uninterrupted use
Any warranties that the Application will meet your requirements, achieve any intended results, be compatible with any other software or systems, operate without interruption or errors, be error-free or that errors will be corrected, be secure from unauthorized access, or meet any performance or reliability standards

15.3 No Warranty of Accuracy of Application Output

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROSE MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, THAT APPLICATION OUTPUT IS ACCURATE, COMPLETE, CURRENT, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, INCLUDING BUT NOT LIMITED TO USE IN STRUCTURAL ENGINEERING DESIGN. APPLICATION OUTPUT MAY CONTAIN ERRORS ARISING FROM SOFTWARE DEFECTS, BUILDING CODE DATA INACCURACIES, INCORRECT USER INPUTS, OR OTHER CAUSES. YOU ASSUME THE ENTIRE RISK AS TO THE ACCURACY AND SUITABILITY OF APPLICATION OUTPUT.

15.4 Third-Party Disclaimers

Prose makes no representation or warranty regarding: (a) the operation or availability of Third-Party Services; (b) any information, content, or materials provided through Third-Party Services; (c) that Third-Party Services will be uninterrupted or error-free; (d) the accuracy, reliability, or currency of any third-party information; or (e) that any third-party content is free of viruses, malware, or other harmful components.

15.5 Data and Security

Prose does not warrant that: (a) data maintained on Prose's servers will be secure from loss, corruption, or unauthorized access; (b) the Application will prevent all security breaches; or (c) the Application will comply with all applicable data protection regulations in your jurisdiction. Project Data (including the local SQLite database file) is your sole responsibility to secure, back up, and protect. Prose is not responsible for loss, corruption, or unauthorized access to Project Data.

15.6 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or limitations on applicable statutory rights. In such cases, the disclaimers and limitations in this section shall be applied to the greatest extent enforceable under applicable law.

16. Limitation of Liability

16.1 Exclusion of Consequential and Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROSE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

Indirect, incidental, special, exemplary, punitive, or consequential damages
Loss of profits, revenue, business, or business opportunities
Business interruption or loss of business information
Loss of data, files, or corrupted data
Cost of procurement of substitute goods or services
Loss of use, savings, or other economic advantage
Reputational harm or loss of goodwill
Any damages arising from delays, interruptions, or failures in service

16.2 Liability Cap

IN ALL CASES, PROSE'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID TO PROSE FOR THE APPLICATION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Basis of Bargain

You acknowledge that these limitations of liability are an essential basis of the bargain between you and Prose, that Prose has set its pricing in reliance upon these limitations, and that Prose would not provide the Application without these limitations.

16.4 Failure of Essential Purpose

The limitations in this section shall apply even if any limited remedy fails of its essential purpose.

16.5 Severability of Liability Provisions

Each limitation and exclusion of liability in this Section 16 is intended to be separately enforceable. If any court of competent jurisdiction determines that any specific limitation or exclusion is unenforceable, the remaining limitations and exclusions shall continue in full force and effect. Without limiting the foregoing, the exclusion of consequential damages in Section 16.1 and the liability cap in Section 16.2 are each independent provisions, and the invalidity or unenforceability of any one shall not affect the validity or enforceability of the others.

16.6 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain categories of damages. In those jurisdictions, liability shall be limited to the maximum extent permitted by law.

17. General Provisions

17.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified and interpreted to accomplish the objectives of the original provision to the greatest extent possible under applicable law. If such modification is not possible, the offending provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

17.2 Waiver

No failure or delay by either party in exercising any right, remedy, or power under this Agreement shall operate as a waiver of such right, remedy, or power, nor shall any single or partial exercise of any right, remedy, or power preclude any other or further exercise of that or any other right, remedy, or power. Any waiver must be in writing and signed by the waiving party.

17.3 Construction

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing the Agreement to be drafted.

17.4 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, government actions, labor disputes, power failures, internet or telecommunications failures, or failures of third-party hosting or infrastructure providers. The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

17.5 Assignment

You may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Prose's prior written consent. Any attempted assignment without consent shall be void. Prose may assign this Agreement, in whole or in part, without your consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee assumes Prose's obligations under this Agreement. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns.

17.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered by email, upon confirmed receipt or, if no confirmation is received, one (1) business day after sending to the email address on file; or (b) when sent by nationally recognized overnight courier, one (1) business day after deposit. Notices to Prose shall be sent to [email protected]. Notices to you shall be sent to the email address associated with your account. Each party is responsible for maintaining a current notice address.

17.7 Relationship of the Parties

Nothing in this Agreement shall be construed to create any joint venture, partnership, agency, employment, or fiduciary relationship between you and Prose. Neither party has the authority to bind or obligate the other party in any manner. The relationship between you and Prose is solely that of independent contracting parties: software licensor and licensee.

18. U.S. Legal Compliance

The Application is intended for use in the United States. Prose makes no representation that the Application is appropriate or available for use in other jurisdictions.

18.1 Export Control Compliance

You represent, warrant, and covenant that:

You are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or that has been designated as a "terrorist-supporting" country by the U.S. government
You are not listed on any U.S. government restricted or prohibited party list, including the Specially Designated Nationals List, Denied Persons List, Entity List, or Unverified List
You will not export, re-export, or transfer the Application to any prohibited destination, entity, or individual without required government licenses
You will comply with all applicable U.S. export control laws and regulations

18.2 Sanctions Compliance

You agree not to use the Application in any manner that would violate U.S. economic sanctions, including those administered by the Office of Foreign Assets Control (OFAC).

18.3 Legal Compliance Generally

You agree to comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with your use of the Application, including all applicable professional engineering licensure requirements and standards of professional conduct.

18.4 Government Users

If you are a U.S. federal, state, or local government entity, use of the Application is subject to the terms of this Agreement to the extent consistent with applicable law. To the extent any provision of this Agreement conflicts with applicable procurement law or regulation, such provision shall be modified to the minimum extent necessary to comply. Government users requiring modified terms (including FAR/DFARS provisions) should contact [email protected] prior to use. The Application is "commercial computer software" as defined in FAR 12.212 and DFARS 227.7202, and government users receive only those rights provided to non-government users under this Agreement.

19. Changes to this Agreement

19.1 Right to Modify

Prose reserves the right, in its sole discretion, to update, modify, or replace this Agreement at any time for any reason, including but not limited to: (a) changes in applicable law; (b) regulatory requirements; (c) business needs; (d) security enhancements; or (e) operational improvements.

19.2 Notice of Changes

Prose will provide notice of material changes through one or more of the following methods: (a) email notification to your registered email address; (b) prominent notice within the Application; (c) posting an updated version at prose-eng.com/eula; or (d) other reasonable means of notification.

19.3 Effective Date

Updated Agreements take effect immediately upon posting or as otherwise specified in the notice. For material changes that adversely affect your rights, the updated Agreement will take effect thirty (30) days after notice, unless you terminate this Agreement before such date.

19.4 Termination Right for Material Adverse Changes

If Prose makes material changes that adversely affect your rights under this Agreement, you may terminate this Agreement within thirty (30) days of receiving notice of such changes by providing written notice to Prose. Upon such termination, annual subscribers will receive a prorated refund of prepaid fees for the unused portion of the then-current term. The determination of whether a change is "materially adverse" shall be made reasonably, considering the totality of circumstances.

19.5 Acceptance

By continuing to access or use the Application after the effective date of any updated Agreement, you agree to be bound by the revised terms. If you do not agree to the changes, your remedies are to terminate this Agreement pursuant to Section 19.4 and cease using the Application.

19.6 Current Version

It is your responsibility to review the Agreement periodically for changes. The most current version will always be available at prose-eng.com/eula.

20. Governing Law and Dispute Resolution

20.1 Governing Law

This Agreement, including any amendments, modifications, or supplements hereto, shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) are expressly excluded.

20.2 Dispute Resolution Process

Before initiating litigation, the parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation between senior representatives of each party for a period of thirty (30) days following written notice of the dispute. If negotiation fails, either party may initiate non-binding mediation administered by a mutually agreed mediator in Missouri, with costs shared equally. If mediation fails to resolve the dispute within sixty (60) days of the mediator's appointment, either party may proceed to litigation under Section 20.3. Nothing in this Section prevents either party from seeking injunctive or equitable relief under Section 22.2 at any time.

20.3 Exclusive Jurisdiction

You expressly agree that any dispute, claim, or controversy arising out of or relating to this Agreement, your use of the Application, or your relationship with Prose shall be subject to the exclusive jurisdiction of the state and federal courts located in Missouri. You hereby consent to the personal jurisdiction of such courts and waive any objection to venue or forum on the basis of inconvenient forum or any other grounds.

20.4 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PROSE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE APPLICATION.

20.5 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

20.6 Claims Limitations

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE APPLICATION, THE APPLICATION OUTPUT, OR YOUR USE OF ANY OF THE FOREGOING, MUST BE FILED WITHIN THE EARLIER OF: (A) ONE (1) YEAR AFTER THE CLAIMANT FIRST DISCOVERS, OR REASONABLY SHOULD HAVE DISCOVERED, THE FACTS GIVING RISE TO SUCH CLAIM OR CAUSE OF ACTION; OR (B) THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS OR STATUTE OF REPOSE UNDER GOVERNING LAW. ANY CLAIM OR CAUSE OF ACTION NOT FILED WITHIN SUCH PERIOD SHALL BE FOREVER BARRED.

21. Entire Agreement

21.1 Complete Agreement

This Agreement, together with Prose's Privacy Policy and any other policies expressly referenced herein, constitutes the complete and exclusive understanding and agreement between you and Prose regarding your access to and use of the Application. Your use of Prose's website is separately governed by the Website Terms of Use available at prose-eng.com/terms. This Agreement supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, or communications relating to its subject matter, whether written or oral.

21.2 Additional Terms

You may be subject to additional terms and conditions when you access certain features, services, modules, or premium functionality offered by Prose. Any such additional terms will be presented to you at the time of access or purchase and will supplement this Agreement.

21.3 Order of Precedence

In the event of any conflict between this Agreement and any additional terms, this Agreement shall control unless the additional terms expressly state they supersede specific provisions of this Agreement.

21.4 No Oral Modifications

This Agreement may not be modified, amended, or supplemented except by a written instrument signed by both parties or through Prose's modification process described in Section 19.

22. Rights and Remedies

22.1 Irreparable Harm

You acknowledge and agree that any breach of this Agreement, particularly violations of the license restrictions in Section 7, intellectual property provisions in Section 8, or the confidentiality obligations in Section 8.4, would cause Prose immediate and irreparable harm for which monetary damages would be inadequate compensation.

22.2 Equitable Relief

In addition to any other legal or equitable remedies available, Prose shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or remedy any actual or threatened breach of this Agreement, without the necessity of proving actual damages or posting bond to the extent permitted by applicable law.

22.3 Cumulative Remedies

All rights and remedies available to Prose under this Agreement are cumulative and not exclusive of any other rights or remedies available at law or in equity.

22.4 No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement shall be construed to create any rights, remedies, or benefits in favor of any third party, including but not limited to customers, users, vendors, partners, building owners, contractors, government agencies, or affiliates of either party.

22.5 Self-Help Remedies

Without limiting other remedies, Prose may: (a) suspend or terminate your access to the Application; (b) remove or disable any violating content; (c) take technical measures to prevent violations; and (d) cooperate with law enforcement agencies in investigating violations.

23. Contact

23.1 General Contact

If you have any questions about this Agreement, need technical support, or wish to contact Prose for any reason, please reach out to:

Prose Engineering Technologies, LLC
Missouri, United States
Email: [email protected]

23.2 Legal Notices

All legal notices, formal communications, and correspondence relating to this Agreement must be sent via email to: [email protected] or such other address as Prose may designate from time to time. Email is the official method of communication for all matters relating to this Agreement. All communications and notices under this Agreement shall be in English.