Plain-English summary (the Agreement below controls): you're licensing software seats, not buying engineering services. The software recomputes and cites — it never signs, seals, certifies, or approves anything, and every professional judgment stays with your licensed people. Fees are on the Order Form; either side can end it for uncured breach; our liability is capped at a year of fees.
"Agreement" means this Master Subscription Agreement together with each Order Form executed under it. "Customer" means the entity identified on an Order Form. "Order Form" means the ordering document specifying the tier, seats, fees, and term purchased, which is incorporated into this Agreement by reference. "Services" means ParcelOne National's software-as-a-service verification product, made available online, together with associated documentation. "Verification Record" means the machine-generated output the Services produce for a submitted document set — findings, citations, and recomputed values.
Subject to Customer's payment of fees and compliance with this Agreement, ParcelOne National grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term specified on the applicable Order Form, limited to the number of seats purchased. All rights not expressly granted are reserved. The Services are licensed, not sold.
Fees are as stated on the Order Form. Unless the Order Form states otherwise, subscription fees are invoiced in advance and are non-refundable except as expressly stated in this Agreement. Renewal terms carry a fee increase of up to 5% per year over the prior term's fee, unless the parties agree otherwise in writing before renewal. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
4.1 Term. Each Order Form's initial term is as stated on the Order Form. Unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term, the Order Form automatically renews for a successive term of the same length.
4.2 Termination for cause. Either party may terminate this Agreement or an Order Form on written notice if the other party materially breaches this Agreement and fails to cure within 30 days of receiving notice of the breach.
4.3 Effect of termination. On termination, Customer's right to access the Services ends, and each party returns or destroys the other's confidential information on request. Sections 5, 6, 7, 8, and 10 survive termination.
4.4 Termination for non-appropriation — government customers only. If Customer is a government entity and its governing body does not appropriate funds sufficient to pay the fees for a renewal term, Customer may terminate the affected Order Form effective at the end of the then-funded term, on 30 days' written notice, provided Customer has made a good-faith effort to secure the necessary appropriation. Customer may not invoke this section to terminate and then re-procure substantially the same Services from a different vendor within 90 days for the purpose of avoiding this Agreement's fees.
5.1 ParcelOne National is a software product. It does not sign, seal, stamp, certify, or approve any submittal, and nothing it produces is a substitute for the review, judgment, or determination of a licensed professional or an agency's own reviewer.
5.2 Every value in a Verification Record is independently computed from Customer's own submitted inputs and cited to the specific plate, page, or code section it was checked against, so any engineer or reviewer can verify any number against the source in seconds. That citation is the Services' entire authority — it is not a warranty that the underlying design, methodology, or professional judgment is correct.
5.3 Customer is solely responsible for the selection and use of the Services and must independently verify the appropriateness of all results before relying on them for any professional, regulatory, or construction purpose. The Services may contain errors or omissions, and the engineer of record or agency reviewer retains every professional judgment and every determination the Services do not and cannot make.
5.4 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 5, THE SERVICES ARE PROVIDED "AS IS," AND PARCELONE NATIONAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PARCELONE NATIONAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DISCREPANCIES WILL BE DETECTED.
6.1 Neither party is liable for indirect, special, incidental, consequential, or punitive damages, or for lost profits, lost revenue, or loss of data, even if advised of the possibility of such damages.
6.2 ParcelOne National's total liability arising out of or related to this Agreement will not exceed the fees Customer paid for the Services in the 12 months preceding the event giving rise to the claim.
6.3 ParcelOne National's fees are set, and this Agreement is entered into, in reliance on the disclaimers and limitations in this Agreement. Those limitations reflect an allocation of risk that is an essential part of the bargain between the parties, independent of the form of action, whether in contract, tort, or otherwise.
7.1 ParcelOne National will defend Customer against any third-party claim that the Services, as provided, infringe that party's intellectual property rights, and will indemnify Customer for damages finally awarded, provided Customer promptly notifies ParcelOne National and allows it to control the defense.
7.2 Customer will defend and indemnify ParcelOne National against any third-party claim arising from Customer's use of the Services in violation of this Agreement, or from any professional, regulatory, or construction decision made in reliance on a Verification Record without the independent review required under Section 5.3.
7.3 Neither party indemnifies the other for claims arising from the accuracy of a Verification Record's output where the Services performed as designed against the inputs Customer submitted — that risk is addressed by Sections 5 and 6, not by indemnification.
Each party will protect the other's confidential information with the same care it uses for its own confidential information, and not less than reasonable care. ParcelOne National may use Customer's submitted documents and the resulting Verification Records to operate, support, and improve the Services, and may use de-identified, aggregated data for any purpose. Customer retains ownership of the documents it submits.
9.1 Government entities. If Customer is a city, county, or other government entity, this Agreement is governed by the laws of the state in which Customer is located, without regard to conflict-of-law principles, and the parties consent to the courts located in that state.
9.2 All other customers. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles, and the parties consent to the exclusive jurisdiction of the courts located in Riverside County, California.
This Agreement, together with all Order Forms, is the entire agreement between the parties regarding the Services and supersedes all prior agreements on the subject. If any provision is held unenforceable, the remaining provisions remain in effect. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets. Notices must be in writing to the addresses on the applicable Order Form and to info@parcelonenational.com.
Ready to order? The Order Form takes about three minutes and incorporates this Agreement by reference.