Website Terms of Use

Last Updated: August 7, 2026

1. Interpretation and Definitions

1.1 Interpretation

Capitalized terms used in these Terms 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

  • Agreement: These Website Terms of Use, as may be updated from time to time.
  • Calculator Output: Any results, values, calculations, load parameters, reports, PDFs, or other materials generated by a Calculator based on inputs you provide.
  • Calculators: The interactive design and load-calculation tools made available on or through the Website, including any tool that generates numerical results, values, reports, or downloadable documents (such as PDF reports) based on inputs you provide.
  • Company: Prose Engineering Technologies, LLC, a Missouri limited liability company ("Prose," "we," "us," or "our").
  • EULA: The End-User License Agreement governing the use of the PROSE software application, available at prose-eng.com/eula.
  • 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.
  • Privacy Policy: Prose's Privacy Policy governing the collection and use of personal data, available at prose-eng.com/privacy.
  • Prose Parties: Prose Engineering Technologies, LLC and its members, managers, officers, directors, employees, contributors, agents, partners, contractors, affiliates, licensors, successors, and assigns.
  • Qualified Licensed Professional: An individual who holds a current, valid professional engineering license issued by the applicable state or jurisdictional licensing authority and who is qualified by education, training, and experience to review, verify, and take professional responsibility for the engineering work in question.
  • Website: The website located at prose-eng.com, including all pages, subdomains, and content accessible through it.
  • Website Content: All content published on the Website, including but not limited to articles, guides, tutorials, worked examples, calculations, commentary, diagrams, graphics, images, videos, sample reports, and any other informational or educational materials. Website Content does not include the PROSE software application or Application Output (as defined in the EULA).
  • You / Visitor: Any individual or entity that accesses or uses the Website.

2. Acceptance of Terms

2.1 Agreement to Terms

By accessing or using the Website, you agree to be bound by this Agreement. Accessing or using any Calculator, or generating, downloading, or otherwise obtaining any Calculator Output, likewise constitutes your acceptance of this Agreement, including Section 4 (Interactive Calculators and Tools). If you do not agree to this Agreement, you must not access or use the Website or the Calculators. Your continued use of the Website following any changes to this Agreement constitutes acceptance of the revised terms. The Website and Website Content are intended for users located in the United States. Prose makes no representation that Website Content is appropriate or available for use in other jurisdictions.

2.2 Legal Capacity

You represent that you are at least eighteen (18) years of age and have the legal capacity to enter into this Agreement. If you are accessing the Website on behalf of an organization, you represent that you have the authority to bind that organization to this Agreement.

2.3 Relationship to Other Agreements

This Agreement governs your use of the Website and Website Content. Separate agreements govern other aspects of Prose's services:

  • EULA: If you use the PROSE software application, your use is governed by the End-User License Agreement, which applies in addition to this Agreement.
  • Privacy Policy: Prose's collection and use of personal data is governed by the Privacy Policy, which applies to all Website visitors and application users.

In the event of a conflict between this Agreement and the EULA with respect to use of the PROSE software application, the EULA shall control. In all matters relating to use of the Website, Website Content, the Calculators, and Calculator Output, this Agreement shall control. The Calculators and Calculator Output are governed by this Agreement and not by the EULA, unless you access a Calculator through the licensed PROSE software application, in which case the EULA also applies to that use.

For the avoidance of doubt, every provision of this Agreement that applies to Website Content applies equally to the Calculators and Calculator Output, except where this Agreement expressly provides otherwise.

2.4 Accessibility

Prose is committed to making its Website accessible. If you experience any difficulty accessing Website Content, please contact us at support@prose-eng.com.

3. Educational Purpose and Professional Disclaimer

3.1 Educational and Informational Content Only

All Website Content is provided solely for educational and informational purposes. Website Content is intended to:

  1. Illustrate structural engineering concepts and methodologies;
  2. Demonstrate the application of building code provisions, including provisions of ASCE 7 and the International Building Code (IBC);
  3. Provide general guidance related to structural design loads and load development procedures; and
  4. Help engineers and other professionals understand how the PROSE software application works.

3.2 Not Professional Engineering Services

Website Content does not constitute professional engineering services, professional engineering advice, or professional recommendations for any specific project, structure, site, or application. Nothing on this Website shall be construed as the practice of professional engineering as defined by the laws of any state or jurisdiction.

Without limiting the foregoing:

  1. Worked examples, sample calculations, and numerical values presented in Website Content are illustrative only and use simplifying assumptions that may not be appropriate for any particular application;
  2. Commentary on building code provisions represents Prose's general understanding for educational purposes and does not constitute an authoritative interpretation of any code or standard;
  3. Step-by-step guides demonstrate general procedures and workflows, not project-specific engineering analyses; and
  4. Website Content 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.

3.3 No Engineer-Client Relationship

Accessing, reading, or otherwise using Website Content does not create an engineer-client relationship, a professional-client relationship, or any other professional duty or obligation between you and Prose, its owners, employees, or contributors. No such relationship exists unless established by a separate, signed written agreement.

3.4 Independent Professional Judgment Required

You must not rely on Website Content as a substitute for the independent professional judgment of a Licensed Professional Engineer or other qualified professional retained for your specific project. Before applying any concept, calculation method, value, or procedure described in Website Content to an actual project, you must:

  1. Engage a Licensed Professional Engineer authorized to practice in the applicable jurisdiction;
  2. Verify all applicable code editions, local amendments, and jurisdictional requirements;
  3. Evaluate all site-specific conditions, project-specific parameters, and governing design criteria; and
  4. Exercise independent professional judgment appropriate to the specific application.

3.5 Audience

Website Content is written for a professional audience with engineering education and training. However, the Website is publicly accessible, and Prose makes no representation that Website Content is suitable for use by individuals without appropriate engineering education, training, and licensure. If you are not a Licensed Professional Engineer or an individual working under the direct supervision of a Licensed Professional Engineer, you must not attempt to apply any calculation, procedure, or methodology described in Website Content to any engineering design, analysis, or construction project.

4. Interactive Calculators and Tools

4.1 Computational Aid Only

The Calculators automate arithmetic and code-based procedures related to structural design loads (including but not limited to dead, live, snow, wind, seismic, and other loading conditions) based on inputs you provide and provisions of published building codes and reference standards (including ASCE 7 and the IBC). The Calculators do not provide, and shall not be construed as providing, professional engineering services, professional engineering advice, structural engineering design, or any 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 Calculators. Prose does not review, validate, verify, certify, or exercise professional engineering judgment over any Calculator Output. The Calculators execute algorithms; they do not practice engineering, and are intended solely as one tool among many that a qualified structural engineering professional may use in the exercise of independent professional judgment.

4.2 User Qualifications

The Calculators are intended exclusively for use by qualified structural engineering professionals. By accessing or using a Calculator, you represent and warrant that:

  1. You are trained and competent in structural engineering, with the education, experience, and professional knowledge necessary to evaluate and verify Calculator Output; and
  2. All Calculator 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.

4.3 No Verification Obligation

The Calculators are publicly accessible and require no account, registration, or authentication to use. While Prose requires the representations and warranties set forth in Section 4.2, Prose does not independently verify the qualifications or licensure status of any user. 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, or to restrict access to the Calculators. You acknowledge that Prose's failure to verify your qualifications does not relieve you of your obligations under Section 4.2 or of your professional responsibilities under applicable law.

4.4 No Substitute for Professional Judgment

You acknowledge and agree that:

  1. The Calculators are not a substitute for the education, training, experience, and independent professional judgment of a Licensed Professional Engineer, and responsibility for any engineering design, analysis, or work product that incorporates or relies upon Calculator Output rests solely and exclusively with the Qualified Licensed Professional who seals, signs, or otherwise certifies such work;
  2. All Calculator 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; and
  3. The Calculators do 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.

4.5 Building Codes and Reference Standards

The Calculators incorporate data, formulas, tables, and methods derived from published building codes and reference standards, which are subject to interpretation, local amendment, and periodic revision. Prose makes commercially reasonable efforts to keep code-based data current but does not warrant that any Calculator reflects the most current edition of any code or standard or that such data is free from transcription error. It is your sole responsibility to verify that Calculator Output is consistent with the codes and standards applicable to your specific project and jurisdiction. In the event of any discrepancy between Calculator Output and the governing code or standard, the governing code or standard controls.

4.6 Stated Scope and Limitations of Each Calculator

Each Calculator addresses a specific and limited scope. Where a Calculator states on the Website or in its output the code or standard edition on which it is based, the loading conditions or design cases it does and does not address, the assumptions or default values it applies, or any other limitation on its use, those statements form part of this Agreement and define the permitted scope of that Calculator. A Calculator that computes one type of load does not address any other load, load combination, load path, member capacity, connection, serviceability condition, or design check, and no Calculator determines whether a structure or any element of it is adequate. You are solely responsible for determining whether a Calculator is appropriate for your project and for confirming that its stated code basis, edition, and assumptions match the codes and conditions governing that project. Use of a Calculator outside its stated scope is unauthorized and is entirely at your own risk.

4.7 Mandatory Independent Verification

You agree that you will independently verify all Calculator Output before using, relying upon, or incorporating it 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, the applicable codes and standards, and such additional calculations, spot-checks, or comparisons against alternative methods as the professional deems appropriate in the exercise of professional care. You are solely responsible for maintaining records of your independent verification; Prose has no obligation to maintain such records.

4.8 Prohibited Uses of Calculator Output

You agree that you will not:

  1. Use Calculator Output as the sole basis for any structural design, analysis, or professional engineering decision without independent verification;
  2. Represent Calculator Output as a certified, sealed, or professionally endorsed engineering analysis or opinion, or as an opinion or certification by Prose;
  3. Distribute Calculator Output to any third party without clear disclosure that it 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 it; or
  4. Use Calculator Output for any project or condition for which the applicable building code or standard of care requires analysis methods or engineering judgment beyond the scope of the Calculator's capabilities, or where you know or reasonably should know that the Calculator's inputs, assumptions, or methods are insufficient for the specific conditions of the project.

4.9 No Reliance by Third Parties

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

4.10 As-Is; No Warranty of Accuracy of Calculator Output

THE CALCULATORS AND CALCULATOR OUTPUT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS. WITHOUT LIMITING THE DISCLAIMERS ELSEWHERE IN THESE TERMS, PROSE MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, THAT CALCULATOR OUTPUT IS ACCURATE, COMPLETE, CURRENT, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, INCLUDING USE IN STRUCTURAL ENGINEERING DESIGN. CALCULATOR OUTPUT MAY CONTAIN ERRORS ARISING FROM SOFTWARE DEFECTS, BUILDING-CODE DATA INACCURACIES, INCORRECT OR INCOMPLETE USER INPUTS, OR OTHER CAUSES. YOU ASSUME THE ENTIRE RISK AS TO THE ACCURACY AND SUITABILITY OF CALCULATOR OUTPUT.

4.11 Assumption 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 Calculators, like all software, may contain errors, bugs, or inaccuracies that could result in incorrect Calculator Output; (b) building codes and reference data incorporated into the Calculators may contain errors, may not reflect local amendments, and may not be current; (c) inputs that are incorrect, incomplete, or inappropriate for the specific project will produce unreliable Calculator Output; and (d) no software tool can replace the professional judgment, education, training, and experience of a Licensed Professional Engineer. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY ASSUME ALL RISK ARISING FROM YOUR ACCESS TO AND USE OF THE CALCULATORS AND CALCULATOR OUTPUT.

4.12 Assumption of Professional Responsibility

BY USING A CALCULATOR, 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 CALCULATOR OUTPUT, including responsibility for verifying the accuracy and appropriateness of all Calculator Output, ensuring its consistency with applicable codes and standards, applying professional judgment to identify and address its limitations or errors, determining whether the Calculator's methods and assumptions are appropriate for the specific project, and all consequences arising from its use, including any property damage, personal injury, or death.

4.13 No Shifting of Professional Liability

Nothing in these Terms 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 a Calculator was used in its preparation.

4.14 Release

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE AND FOREVER DISCHARGE THE PROSE PARTIES FROM ALL RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, INCLUDING CLAIMS BASED ON THE NEGLIGENCE OF ANY PROSE PARTY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE CALCULATORS OR CALCULATOR OUTPUT, WHETHER ALONE OR IN CONNECTION WITH ANY ENGINEERING DESIGN, ANALYSIS, REPORT, CONSTRUCTION DOCUMENT, OR OTHER PROFESSIONAL WORK PRODUCT. If you are a California resident, you expressly waive the benefits of California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You likewise waive the protections of any statute or common-law rule of similar effect in any other jurisdiction, to the extent such waiver is permitted by law. This release does not apply to any liability that, under applicable law, may not be released or limited in advance, including liability for gross negligence, recklessness, willful misconduct, or any claim that may not be waived as a matter of public policy. This release is in addition to, and not in lieu of, the disclaimers, limitations, and indemnification obligations elsewhere in these Terms.

5. No Warranty and Accuracy Disclaimer

5.1 "As-Is" Content

Website Content is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express, implied, or statutory. Prose expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, currentness, and non-infringement.

5.2 Building Codes and Reference Standards

Articles and guides published on the Website may reference specific editions of ASCE 7 (e.g., ASCE 7-10, ASCE 7-16, ASCE 7-22), the International Building Code, or other standards. Building codes and standards are subject to revision, amendment, and replacement. Website Content:

  1. May reference a specific code edition and may not reflect the most current edition of any referenced standard;
  2. May not account for errata, supplements, or interim revisions issued after publication;
  3. May not reflect local amendments, jurisdictional modifications, or state-specific adoptions of any referenced standard; and
  4. Should not be assumed to represent the governing code for any specific jurisdiction or project.

5.3 Errors and Omissions

While Prose endeavors to ensure the accuracy of Website Content, Prose does not warrant that Website Content is free from errors, omissions, or typographical mistakes. Example calculations use illustrative values and simplifying assumptions that may not be appropriate for any particular application. Prose is under no obligation to update, correct, or supplement Website Content at any time.

5.4 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.

6. Limitation of Liability

6.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROSE PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

  1. Direct, indirect, incidental, special, exemplary, punitive, or consequential damages;
  2. Economic loss, lost profits, revenue, business, business opportunities, savings, or other economic advantage;
  3. Business interruption or loss of business information;
  4. Loss of data, files, or corrupted data;
  5. Reputational harm or loss of goodwill;
  6. Damages arising from delays, interruptions, or failures in service;
  7. Cost of procurement of substitute goods or services;
  8. Damages arising from errors, omissions, or inaccuracies in Website Content or Calculator Output;
  9. Damages arising from the application of any concept, calculation, value, or procedure described in Website Content to any project, structure, or application; or
  10. Damages arising from the application of any Calculator Output to any project, structure, or application, including any property damage, personal injury, or death

arising out of or relating to your access to, use of, or reliance on the Website, Website Content, the Calculators, or Calculator Output, regardless of the theory of liability (whether in contract, tort, negligence, strict liability, or otherwise), even if Prose has been advised of the possibility of such damages.

6.2 Basis of the Bargain

You acknowledge that Website Content and the Calculators are made available to you free of charge, and that the royalty-free basis on which they are provided reflects the allocation of risk set forth in this Agreement. The disclaimers, limitations of liability, assumption of risk, release, and indemnification provisions of this Agreement are a material inducement to Prose making the Website Content and the Calculators available at no charge, and Prose would not do so on any other basis. These limitations shall apply regardless of the form of action and even if any limited remedy fails of its essential purpose.

6.3 Severability of Liability Provisions

Each limitation and exclusion of liability in this Section 6 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.

6.4 Jurisdictional Limitations

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

6.5 Liability Cap for the Calculators

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROSE PARTIES' TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE CALCULATORS OR CALCULATOR OUTPUT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID PROSE FOR ACCESS TO THE CALCULATORS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THIS CAP APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6.6 Exclusive Remedy

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH, OR ANY CLAIM ARISING FROM, THE WEBSITE, WEBSITE CONTENT, THE CALCULATORS, OR CALCULATOR OUTPUT IS TO DISCONTINUE ACCESSING AND USING THEM.

7. Intellectual Property

7.1 Ownership

All Website Content — including text, articles, guides, calculations, worked examples, graphics, images, logos, page layout, and the selection and arrangement thereof — is the property of Prose Engineering Technologies, LLC and is protected by United States and international copyright, trademark, and other intellectual property laws.

7.2 Limited License

Prose grants you a limited, non-exclusive, non-transferable, revocable license to access and view Website Content for your own informational and educational use, whether personal or professional. This license does not include the right to:

  1. Reproduce, distribute, or publicly display Website Content in whole or in substantial part;
  2. Create derivative works based on Website Content;
  3. Incorporate Website Content into competing products, services, or publications; or
  4. Remove, alter, or obscure any copyright, trademark, or other proprietary notices.

7.3 Third-Party Standards

References to ASCE 7, the International Building Code (IBC), and other standards are the property of their respective publishers, including the American Society of Civil Engineers (ASCE) and the International Code Council (ICC). Prose's discussion of these standards constitutes fair use commentary and educational analysis and does not imply ownership of, endorsement by, or affiliation with these organizations.

7.4 Trademarks

"PROSE" and the Prose Engineering Technologies logo are trademarks of Prose Engineering Technologies, LLC. All other trademarks, service marks, and trade names referenced on the Website are the property of their respective owners. Use of any trademark without the owner's express written consent is prohibited.

8. Third-Party Links and References

8.1 External Links

The Website may contain links to third-party websites, resources, or services. These links are provided for convenience only and do not imply endorsement, approval, or responsibility for the content, accuracy, or practices of any third-party website. Prose has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites.

8.2 Third-Party Standards and Publications

References to third-party standards, codes, and publications are provided for educational context. Such references are not a substitute for obtaining, reading, and consulting the official published standard from its publisher. You are responsible for obtaining the applicable edition of any referenced standard.

9. Prohibited Uses

You agree not to:

  1. Use the Website or Website Content in any way that violates applicable federal, state, local, or international law or regulation;
  2. Attempt to gain unauthorized access to any portion of the Website or any systems or networks connected to the Website;
  3. Use any automated means (including bots, scrapers, crawlers, or spiders) to access the Website or the Calculators, to collect Website Content, or to submit inputs to or harvest Calculator Output, without Prose's prior written consent;
  4. Reverse engineer, decompile, or otherwise attempt to derive the formulas, algorithms, code data, tables, or methods underlying any Calculator, or use any Calculator to build or train a competing product or service;
  5. Reproduce, mirror, or frame any substantial portion of the Website without prior written consent;
  6. Interfere with or disrupt the integrity or performance of the Website or its underlying infrastructure;
  7. Attempt to decompile, reverse engineer, or disassemble any software or technology used to provide the Website;
  8. Impersonate Prose or any Prose employee or misrepresent your affiliation with Prose; or
  9. Use Website Content or Calculator Output, or any portion thereof, as training data for any artificial intelligence, machine learning, or large language model system without Prose's prior written consent.

10. Feedback and Unsolicited Communications

Any feedback, suggestions, ideas, comments, questions, or other communications you provide to Prose regarding the Website or Website Content ("Feedback") are non-confidential and non-proprietary. By submitting Feedback, you 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, without notice, compensation, attribution, or other obligation to you. You represent that you have the right to submit such Feedback and that it does not violate the rights of any third party.

11. Indemnification

11.1 User Indemnification

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

  1. Your use of or reliance on the Website or Website Content;
  2. Your violation of this Agreement;
  3. Your application of any concept, calculation, value, or procedure described in Website Content to any project, structure, or application;
  4. Your violation of any applicable law, regulation, or third-party right;
  5. Your access to or use of the Calculators or your application of any Calculator Output to any project, structure, or application;
  6. Any claim, action, or proceeding — including any claim 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 Calculator Output, or from your failure to independently verify Calculator Output as required by Section 4.7; or
  7. Any claim arising from use of a Calculator by an individual who does not meet the user qualification requirements of Section 4.2.

11.2 Indemnification Procedure

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

12. Modifications; Suspension and Termination

12.1 Right to Modify

Prose reserves the right, in its sole discretion, to update, modify, or replace this Agreement at any time. Changes will be effective upon posting the revised Agreement to the Website with an updated "Last Updated" date.

12.2 Modification, Suspension, or Discontinuation of the Website

Prose may modify, suspend, restrict, or discontinue the Website, any Website Content, or any Calculator, in whole or in part, at any time, with or without notice, and without liability to you or any third party. Prose may also suspend or terminate your access to the Website or any Calculator at any time if Prose reasonably believes you have violated this Agreement, without limiting any other right or remedy available to Prose.

12.3 Continued Use

Your continued access to or use of the Website after any modification constitutes your acceptance of the revised Agreement. If you do not agree to the revised Agreement, you must discontinue use of the Website.

13. Governing Law and Dispute Resolution

13.1 Governing Law

This Agreement 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.

13.2 Exclusive Jurisdiction

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Missouri. You 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.

13.3 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 WEBSITE.

13.4 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.

13.5 Limitation Period

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE WEBSITE, WEBSITE CONTENT, THE CALCULATORS, CALCULATOR 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.

14. General Provisions

14.1 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.

14.2 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.

14.3 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.

14.4 No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the parties hereto, except that the Prose Parties are intended third-party beneficiaries of Section 4.14 (Release), Section 6 (Limitation of Liability), and Section 11 (Indemnification) and may enforce those provisions directly. Subject to the foregoing, nothing in this Agreement shall be construed to create any rights, remedies, or benefits in favor of any third party.

14.5 Entire Agreement

This Agreement, together with the Privacy Policy and (if applicable) the EULA, constitutes the complete and exclusive understanding and agreement between you and Prose regarding your access to and use of the Website. This Agreement supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written, relating to the Website.

14.6 Assignment

You may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Prose's prior written consent. 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.

14.7 Survival

The following provisions survive any termination or expiration of this Agreement and any discontinuation of your access to or use of the Website or the Calculators: Section 1 (Interpretation and Definitions), Section 3 (Educational Purpose and Professional Disclaimer), Section 4 (Interactive Calculators and Tools), Section 5 (No Warranty and Accuracy Disclaimer), Section 6 (Limitation of Liability), Section 7 (Intellectual Property), Section 9 (Prohibited Uses), Section 10 (Feedback and Unsolicited Communications), Section 11 (Indemnification), Section 13 (Governing Law and Dispute Resolution), and Section 14 (General Provisions).

15. Contact Information

15.1 General Contact

If you have any questions about this Agreement, please contact us at:

Prose Engineering Technologies, LLC
Missouri, United States
Email: support@prose-eng.com

15.2 Legal Notices

All legal notices and formal correspondence relating to this Agreement must be sent to: legal@prose-eng.com

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