Terms of Service

These Terms of Service (the “Terms”) are an agreement between you and Prime Instrumentation Company Inc., a California corporation doing business as PICO (“PICO”, “we”, “us”). They govern your use of this website (the “Site”) and of PICO Monitoring, the sign-in platform where a project’s team sees its instrumentation data, alerts, and records. Together, the Site and PICO Monitoring are the “Services”.

You agree to these Terms by signing in to PICO Monitoring, by creating an account, or by otherwise using the Services. If you do not agree, do not use them.

If you use the Services for an employer, a client, or another organization, you confirm that you are authorized to accept these Terms for it, and “you” means both you and that organization. You must be at least 18 years old to use PICO Monitoring.

Some words have a set meaning in these Terms:

• Customer means the organization that has engaged PICO for a Project.
• Project means one site engagement set up in PICO Monitoring.
• Project Agreement means a written contract, subcontract, purchase order, or task order for a Project that PICO has signed.
• Project Data means everything in PICO Monitoring that belongs to a Project: readings and other data from instruments, instrument locations and settings, thresholds, alerts, notifications, comments, notes, uploaded files, reports, and the record of changes.

PICO’s instrumentation design, direction of installation, monitoring, maintenance, and engineering analysis are provided only under a Project Agreement. These Terms do not engage PICO to do any work, do not set a scope, schedule, or standard of performance for any Project, and do not create a client relationship with anyone.

If you are a party to a Project Agreement with PICO and it conflicts with these Terms, the Project Agreement controls between you and PICO for that Project. In every other respect these Terms apply alongside it.

Many people who use PICO Monitoring are not PICO’s Customer: an owner’s or agency’s representative, a design engineer, a contractor’s or subcontractor’s personnel. If that is you, these Terms are the whole agreement between you and PICO about the Services. You have no rights under a Project Agreement you are not a party to, and PICO owes its duties under a Project Agreement only to the other party to it.

The Site is free to read. Any fees for PICO Monitoring are set in the Project Agreement.

The Site describes PICO, its services, and the qualifications of its engineer. It is general information. It is not engineering advice for your project, not an offer that can be accepted, and not a promise that PICO will take on any work. Descriptions of how PICO works and what PICO Monitoring does describe practice at the time of writing; they are not warranties and may change.

The Statement of Qualifications and other documents on the Site may be downloaded and shared, unaltered, to evaluate PICO for work. Search engines and answer engines may read the public pages as the Site’s robots file allows.

Anything you send PICO by email or phone before a Project Agreement is signed is not confidential unless PICO has agreed in writing that it is. Links to other websites are for convenience; PICO is not responsible for them.

Access to PICO Monitoring is by invitation to a Project. PICO or a project manager for the Project decides who is invited, what role each person holds, and when access ends. Your role sets what you can see and change.

• Your account is for you alone. Do not share your password or let anyone else use your account, and do not use anyone else’s.
• Keep your name, email address, and mobile number accurate. Alerts go to the contact details on your account.
• Use a strong password and any second sign-in factor PICO or your Project requires.
• Tell PICO at once if you believe your account or a data logger’s credentials have been used by someone who should not have them.
• You are responsible for everything done through your account until you have told PICO it is compromised.

If you invite or add other people, or give PICO their contact details, you confirm that you are authorized to do so, that they are involved in the Project, and that their access is appropriate. Project managers are responsible for removing people who leave a Project.

PICO personnel can see all Project Data and all account activity on every Project, and use that access to provide, support, and secure the Services.

You will use PICO Monitoring only for the Projects you are a member of. You will not:

• reach, or try to reach, a Project, an account, or data you have not been given access to;
• probe, scan, or test the security of the Services, or get around any access control or rate limit, without PICO’s written permission;
• use scripts, bots, scrapers, or other automated means to access PICO Monitoring, other than data loggers and integrations PICO has set up or approved;
• interfere with the Services, overload them, or introduce malicious code or deliberately false data;
• copy, modify, reverse engineer, decompile, or make derivative works of the Services, or use them to build or benchmark a competing product;
• rent, resell, or provide the Services to anyone outside your Project, or disclose another Project’s information that you come across;
• remove or alter any notice, label, or attribution;
• put into PICO Monitoring anything unlawful or infringing, or any sensitive personal information such as government identification numbers, financial account numbers, or health information;
• use the Services in violation of any law or of anyone’s rights.

Ownership

Who owns Project Data is decided by the Project Agreement and the contracts between the parties to the Project, not by these Terms. These Terms transfer no ownership to you or to PICO.

What PICO may do with it

Whoever owns it, PICO has the right, without charge and for as long as PICO holds the data, to receive, store, copy, view, process, display, export, and disclose Project Data in order to:

• provide, maintain, secure, and improve the Services;
• perform its work on the Project, and provide Project Data to the Customer, to the members of the Project, and to anyone the Customer or the Project Agreement directs;
• keep its business and professional records;
• comply with law, a court order, a subpoena, or a public records request; and
• establish, exercise, or defend legal claims.

PICO may also use Project Data that has been aggregated or de-identified, so that it does not identify a Customer, a Project, a site, or a person, for any lawful purpose, including to improve its services and in technical and marketing material. PICO does not sell Project Data, and will not publicly identify a Customer or a Project in connection with Project Data without permission, unless the law requires it.

Mobile phone numbers and text messaging opt-in data and consent are not Project Data. Nothing in these Terms permits PICO to share them with third parties, and the Privacy Policy says how they are handled.

What you provide

You are responsible for the data, files, comments, and instructions you put into PICO Monitoring or send to PICO, and you confirm that you have the right to provide them and that PICO’s use of them under these Terms will not violate anyone’s rights or any agreement you are bound by.

Sharing within a Project

Members of a Project can view its data as their role allows, and can export and copy it. PICO does not control and is not responsible for what a member or a Customer does with Project Data once they have it. An export, a report, or a copy gives no one outside the Project a right to rely on it, and whoever passes it on is responsible for how it is used.

Requests for records

If PICO is asked or required to produce Project Data, other records, or testimony in a dispute, investigation, or proceeding that concerns a Project and that PICO is not a party to, PICO’s reasonable costs of responding, including its personnel’s time at its standard rates and reasonable attorneys’ fees, will be paid by you, if you or your organization made or caused the request, and otherwise by the Customer.

Retention

PICO Monitoring is built to keep the Project record rather than delete it. Readings, alerts, notifications, comments, and the record of changes are written once and are not edited or removed on request, including at the request of the person they name, and part of the record is held in storage that is built so that no one, PICO included, can alter or delete it before a Project’s retention period ends.

That is a description of how the platform works, not a promise to you. Any obligation to keep Project Data for a period, to hand it over, or to keep it available is in the Project Agreement and nowhere else. Under these Terms PICO does not undertake to store any data for any length of time or to keep it available after your access or the Project ends. PICO Monitoring is not your system of record: keep your own copies of anything you are required to keep.

PICO Monitoring shows what instruments report. It does not measure anything itself, and what it shows is only as good as the instrument, its installation, its calibration, its power, and its connection.

• Instruments are installed and serviced by licensed contractors, by the Customer, or by others. Responsibility for an instrument’s supply, installation, location, calibration, protection, and upkeep lies with whoever the Project Agreement or the Project’s contracts assign it to. Where a Customer or anyone other than PICO supplies, installs, operates, or sends data from an instrument or a data logger, that party is responsible for it and for the accuracy, completeness, and timing of what it sends.
• Instruments fail, drift, lose power, lose signal, get damaged by construction, and report late or in bursts. Readings can be wrong, missing, duplicated, out of order, or delayed, and PICO Monitoring may not be able to tell.
• PICO Monitoring stores readings as received and applies the calibration, units, and settings configured for the instrument. PICO does not verify readings unless a Project Agreement says so.
• An instrument measures conditions at its own location only. Ground and structures can move where no instrument is installed.
• Charts over longer periods show summarized values, such as averages, rather than every reading. Times, units, and map positions are shown as configured; maps and imagery come from outside providers, are for orientation, and are not a survey.
• Credentials issued to a data logger or an integration must be kept secret. PICO may limit, hold, set aside, or reject data that is malformed, excessive, or sent with invalid credentials, and may revoke credentials.

An alert is an automated comparison of a reading with a threshold. It is only as good as the reading, the threshold, and the list of people it goes to.

• Thresholds. Threshold values, alert levels, and how often an open alert repeats are set for the Project by its design engineer and the Customer, or as the Project Agreement provides. PICO enters and changes them on the Project’s written request. Unless a Project Agreement makes PICO responsible for them, PICO is not responsible for whether a threshold is suitable, or for the absence of one.
• Recipients. The Customer and its project managers are responsible for who is on a Project, for each person’s contact details, and for making sure the people who need an alert are set up to receive it. Each recipient is responsible for their own notification settings, for keeping their phone and inbox able to receive messages, and for reading them.
• Delivery. Alerts are sent by email, by text message to members who have opted in, and inside PICO Monitoring. Email and text messages travel over networks and services PICO does not control. An alert can be delayed, filtered as spam, blocked by a carrier, sent more than once, or not delivered at all, and PICO may not know. A message shown as sent has been handed to a delivery provider; that does not mean it arrived or was read.
• Timing. An alert cannot be earlier than the reading it is based on. Instruments report on an interval, a data logger may hold readings and send them late, and processing takes time. Some alerts are sent at once and others only in a daily summary, depending on their level and on each recipient’s settings.
• Silencing. Authorized people can dismiss an alert, silence an instrument, or mark it as under maintenance, which stops or pauses notifications. A person whose access has been suspended or removed receives nothing.
• Instrument health. Notices that an instrument or data logger is offline or low on power are for PICO’s use in maintaining the system. They are not sent to every member, and a status shown in PICO Monitoring can lag behind the instrument’s real condition. Receiving such a notice does not oblige PICO to act on it or to tell anyone, within any time, except as a Project Agreement provides.

You agree that an alert, or the absence of one, is information to be weighed with everything else known about the site, and that acting on it is the responsibility of the people the Project’s contracts make responsible.

The readings, charts, maps, statuses, alerts, summaries, exports, and reports in PICO Monitoring are data and tools for presenting it. They are not professional engineering services, and they are not an engineering opinion, recommendation, certification, or signed and sealed document, even though PICO is an engineering firm and even where PICO set up the display.

Engineering analysis and interpretation are provided only where a Project Agreement calls for them, only to the party that agreement names, and only in the written work product PICO’s engineer issues under it. Using PICO Monitoring does not make PICO your engineer or the engineer of record for anything, and no one may rely on PICO Monitoring as a substitute for the judgment of the licensed professionals responsible for the Project.

The program. The program is called PICO Monitoring Alerts. It sends text messages from PICO to members of a Project who have opted in, about that Project’s instrumentation alerts: a reading has crossed a threshold, an alert that is still open is repeating, an alert has resolved, a daily summary of open alerts, and a confirmation when you opt in or out. PICO does not send marketing or promotional text messages.

Opting in. You opt in yourself, in PICO Monitoring, by an action that is separate from accepting these Terms. Opting in is optional. It is not a condition of joining a Project, of using PICO Monitoring, or of buying anything, and alerts by email and inside PICO Monitoring do not depend on it. By opting in you agree to receive automated, recurring text messages from PICO at the mobile number shown when you opt in, and you confirm that the number is a United States number that you hold or regularly use. Your consent covers that number and that Project only, and it cannot be given for you by anyone else.

Message frequency. Message frequency varies. It depends on what the instruments measure and on the Project’s settings: there may be no messages for weeks, or several in a day when conditions change. An open alert repeats, typically once a day, until it is resolved or silenced.

Cost. PICO does not charge for text messages. Message and data rates may apply, according to your mobile plan.

Opting out. Reply STOP to any message to stop receiving them. You will get one message confirming it. Replying STOP stops every text message from PICO’s number to your phone, for every Project you belong to. To stop the texts for one Project only, ask your project manager or PICO, or change your notification settings where your Project allows it. Opting out of text messages does not stop alerts by email or inside PICO Monitoring. To start again, you must opt in again.

Help. Reply HELP to any message, or contact PICO at info@primeinstrumentation.com or (628) 288-3845.

Your number. Tell PICO or your project manager before you change or give up a mobile number that receives alerts, so that messages do not go to whoever holds it next. A changed number receives no texts until its holder opts in.

Delivery. Text messages are delivered by a messaging provider and the wireless carriers, and delivery depends on your device, your coverage, and your carrier. Wireless carriers are not liable for delayed or undelivered messages, and neither is PICO. Do not rely on a text message as your only way of learning about conditions on a site.

Privacy. The Privacy Policy explains how PICO handles your mobile number and your consent. PICO does not share mobile numbers or text messaging consent with third parties or affiliates for marketing or promotional purposes.

PICO Monitoring sends email that is part of the service: invitations, alerts, repeats, notices that an alert has resolved, daily summaries, and notices about membership and access. These are not marketing. As long as you are a member of a Project you will receive the messages its settings and yours call for; adjust them in your notification settings where your Project allows it, or ask your project manager or PICO.

You agree that PICO may send you notices and other communications about the Services electronically, at the email address on your account, and that an electronic notice has the same effect as one on paper. Keep that address able to receive mail from PICO: a message caught by a spam filter or a full mailbox is not PICO’s to chase.

PICO Monitoring may be unavailable, slow, or incomplete at times: for maintenance, because a provider PICO depends on has a problem, or for reasons outside anyone’s control. These Terms do not promise any level of availability, response time, or support.

PICO may add, change, limit, or remove features at any time, and may set limits on use. Features described as planned, in preview, or in testing may never be released and are provided without any commitment.

The Services rely on hosting, sign-in, database, storage, mapping, email, and messaging services run by other companies. Their services are subject to their own terms, and PICO is not responsible for their acts, omissions, or outages.

Demonstration projects. PICO may give you access to a demonstration project. Its data is simulated, it may not be marked as simulated on every screen, and it says nothing about any real site. Access is for evaluating PICO Monitoring only, may end at any time, and a demonstration project may be deleted without notice.

PICO and its licensors own the Services: the software, the design, the text, graphics, and documents on the Site, and the names and logos PICO and PICO Monitoring. These Terms give you a limited, revocable, non-exclusive, non-transferable permission to use PICO Monitoring for the Projects you are a member of, and to read the Site, for as long as you comply with these Terms. Every right not granted here is reserved.

If you send PICO suggestions or feedback about the Services, PICO may use them freely, without payment or obligation to you.

The parts of PICO Monitoring that are not public, and any information about a Project you are not a member of, are confidential. Do not disclose them or use them for anything other than your work on your own Projects.

You are responsible for meeting your own confidentiality obligations for the Project Data you view, export, or share. PICO’s confidentiality obligations to a Customer are those in the Project Agreement. PICO may disclose Project Data as “Project data” above and the Privacy Policy describe.

Nothing in these Terms limits liability for fraud, for willful misconduct, for gross negligence, or for anything else that the law does not permit to be limited. Where a Project Agreement between you and PICO sets a limit of liability, that limit governs claims under that agreement between its parties, and the limits above govern everything else.

Any claim arising out of or relating to these Terms or the Services is against PICO, the corporation, alone. To the fullest extent the law allows, you agree not to bring such a claim against any individual officer, director, employee, or engineer of PICO.

To the fullest extent the law allows, any claim arising out of or relating to these Terms or the Services must be filed within one year after the claim arose, or it is permanently barred.

To the fullest extent the law allows, you will defend, indemnify, and hold harmless PICO and its officers, directors, employees, engineers, agents, and contractors from any claim, demand, loss, liability, damage, fine, or cost, including reasonable attorneys’ fees, brought by a third party and arising out of or relating to:

• your breach of these Terms or your misuse of the Services;
• the data, files, instructions, instruments, data loggers, or contact details you provide, including a claim that you had no right to provide them;
• your violation of any law or of anyone’s rights; or
• what you or your organization did or did not do on a Project, including how you responded, or did not respond, to data or to an alert.

This does not apply to the extent a claim results from PICO’s sole negligence or willful misconduct, or to the extent the law does not allow it, including where you are a public agency whose authority to indemnify is limited by law. PICO may take part in the defense with its own counsel, and you will not settle a claim in a way that binds PICO without its written consent.

If you use the Services for an organization, the obligations in this section are that organization’s and not yours personally, except for a claim that arises from your own willful misconduct or from your use of the Services outside your work for it.

PICO may suspend or end your access to PICO Monitoring, or to any Project, at any time, with or without notice: if you breach these Terms, if your account appears compromised or a risk to the Services or to anyone’s data, if the Customer or a project manager asks, if the Project or its Project Agreement ends or amounts due under it are unpaid, if the law requires it, or for any other reason. As between PICO and a Customer, the Project Agreement governs when access to that Customer’s Project may be ended.

You may stop using the Services at any time. When your access ends, your permission to use PICO Monitoring ends with it, and PICO may keep your account details and the Project Data you contributed as “Project data” above and the Privacy Policy describe. The sections of these Terms that by their nature should outlast your access do so, including those on Project Data, what PICO Monitoring is not, warranties, liability, indemnity, and disputes.

These Terms, and any dispute arising out of or relating to them or to the Services, are governed by the laws of the State of California, without regard to its rules on conflicts of laws.

Before filing a claim, you will send PICO a written description of the dispute at the address under “Contact”, and you and PICO will try in good faith for 30 days to resolve it. Either side may go to court sooner for an order to prevent imminent harm or to stop a limitation period from running out.

Any claim that is not resolved will be brought only in the state or federal courts located in the City and County of San Francisco, California, and you and PICO each consent to their jurisdiction and venue. PICO may also seek an order from any court with jurisdiction to stop misuse of the Services or of its intellectual property.

To the fullest extent the law allows, claims will be brought only on an individual basis, and not as a plaintiff or class member in any class, collective, or representative proceeding.

If you are a public agency and a law that cannot be waived requires different governing law, venue, or dispute procedures, that law applies to that extent and no further.

PICO may change these Terms. The date at the top is when the current version took effect. If a change is material, PICO will give notice before it takes effect, on this page and, for people with accounts, by email or in PICO Monitoring. Using the Services after a change takes effect means you accept it; if you do not, stop using them. A change does not apply to a dispute that arose before it took effect.

• Whole agreement. These Terms, together with any Project Agreement between you and PICO, are the entire agreement between you and PICO about the Services, and replace any earlier understanding about them. The Privacy Policy describes PICO’s practices and is not part of this agreement. Terms on your purchase order or in your own online portal do not apply unless PICO has signed them.
• Severability. If a court finds part of these Terms unenforceable, that part is to be enforced as far as the law allows and the rest stays in effect.
• No waiver. If PICO does not enforce a provision, it has not given up the right to enforce it later.
• Assignment. You may not transfer your rights or duties under these Terms without PICO’s written consent. PICO may transfer its own to a successor to its business; consent to text messages is never transferred.
• No third-party rights. These Terms give rights only to you and PICO, except that the people named in “Limit of liability” and “Claims you are responsible for” may rely on those sections.
• Relationship. You and PICO are independent. These Terms create no partnership, agency, employment, or fiduciary relationship.
• Events beyond control. PICO is not responsible for a failure or delay caused by something outside its reasonable control, including the failure of a utility, a network, a carrier, or a service provider, a natural disaster, or an act of government.
• United States. The Services are operated from, and offered for use in, the United States. You will comply with the export and sanctions laws that apply to you.
• Government users. PICO Monitoring is commercial computer software and is provided to government users with only the rights these Terms give everyone else.
• Notices. PICO may give you notice by email to the address on your account or by posting it in the Services. Send notices to PICO by email to the address under “Contact” with “Legal notice” in the subject line; a notice is given when PICO confirms it was received.
• Reading these Terms. Headings are for convenience. “Including” means “including without limitation”. These Terms are written in English, and the English version controls.

Questions about these Terms, and notices under them, go to info@primeinstrumentation.com or (628) 288-3845.

Prime Instrumentation Company Inc. dba PICO
San Francisco, California