Terms and Conditions
- You understand and intend that the TUA is a legally binding agreement and the equivalent of a signed, written contract; and
- You will use the Services in a manner consistent with the applicable laws and regulations and in accordance with the terms and conditions.
If you do not agree with the terms and conditions in the TUA, please uncheck the appropriate box, and exit the registration process. Please review the following terms and conditions.
This Agreement is between BuildIT Systems Corp. ("BuildIT"), and you ("You" or "Your").
We provide software for the construction industry. You desire to engage us to make available via the Internet the software (the "Applications"), through Internet-based access. We are willing to provide such services subject to the terms and conditions.
- Terms of Service: BuildIT will provide the following services to You with respect to the Applications (the "Services").
- Operation; Access: BuildIT will host and operate the Applications on computer servers accessible via the Internet.
- Maintenance and Support: We may, from time to time, perform maintenance services on the Applications and related infrastructure as necessary including, without limitation: (i) updating the Applications; (ii) applying patches and fixes, or (iii) updating or otherwise maintaining the hardware and software infrastructure ("Scheduled Maintenance"). We shall use all reasonable efforts to perform Scheduled Maintenance during off-peak hours (11pm to 5am PST). You acknowledge and agrees that the performance of Scheduled Maintenance and may cause the Applications to be temporarily unavailable. We will use commercially reasonable efforts to notify You in advance if the Applications will be unavailable due to Scheduled Maintenance.
- Security: We protect the Applications and your data with firewalls and other appropriate safeguards that are consistent with current industry standards.
- Obligations of You
- Hardware and Internet Access: You shall be solely responsible for procuring, at your expense, the necessary environment to use the Applications via the Internet, including, without limitation, (i) computer hardware and equipment, (ii) Internet access, and (iii) telecommunications services (collectively, "Your Systems"). In addition, You are responsible for obligations under any third party agreements to which You are a party, including, without limitation, any agreements pursuant to which You procure Your Systems or any portion thereof, regardless of whether we provide You with any assistance in such procurement.
- Password: You shall be responsible for Your password(s) and keep them confidential as you see fit, and for any communications or transactions that are made using your passwords and any other obligation that may result from such use. You shall be responsible for changing your password if You believe that your password has been stolen or might otherwise be misused.
- Your Data: You shall be responsible for ensuring that any data, information or other materials that may be used, submitted, or entered by You or your users ("Your Data") is accurate, are not corrupt in any way, and do not contain any viruses. We shall use all reasonable efforts to perform daily backups of all Your Data. Notwithstanding the foregoing, we have no obligation to make back-up copies of Your Data, each and every day. IN NO EVENT WILL BUILDIT BE LIABLE FOR ANY CLAIMS OR DAMAGES RELATED TO THE LOSS OR CORRUPTION OF ANY DATA.
- Proper Use: You shall be responsible for use of the Applications in accordance with the applicable documentation, which may be amended from time to time and provided to You on-line, and any other instructions or guidance provided by us. You shall not, and shall ensure that your users shall not, use, submit, or enter any data, information or other materials in the course of using the Applications that (i) violate any applicable laws, rules or regulations, (ii) infringe upon or misappropriate any intellectual property or proprietary rights of others, (iii) violates the privacy rights of others, or (iv) use the services to send, post, display, or store any material which is deemed offensive by BuildIT management.
- Fees; Payment
- Fees: Subject to the terms and conditions of this Agreement, You will pay BuildIT the applicable fees for the services You subscribe to.
- Payment Terms: Subscriptions are paid in advance. When payment details are outdated (expired credit card) or credit card declined, BuildIT will suspend account, and give ample notice to allow user to get account into good standing. Should there be no activity in the account for 2 months, and user has had sufficient warning via phone and e-mail, BuildIT will purge all user' data from the system.
- Taxes: You shall be responsible for all taxes and regulatory fees of any kind imposed by any federal, national, state, provincial, local, municipal or foreign government on any services provided under this Agreement, other than taxes based solely upon BuildIT's income.
- Payments Upon Termination: Upon expiration or termination of this Agreement for any reason, You shall pay all earned and unpaid Fees and other amounts due BuildIT hereunder, which shall become immediately due and payable.
- License; Use of Your Data
- License: BuildIT hereby grants You a nonexclusive, non-transferrable, worldwide right and license to use the Applications solely for Your internal business purposes, subject to the terms of this Agreement. Except as specifically described in this Agreement, You may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share, electronically transmit or receive, or otherwise allow unauthorized access to, the Applications, and You shall have no right or license to, and You shall not, copy, print, display, publish, transmit, sublicense or otherwise transfer, distribute or make available to others, edit, modify or create any derivative work of all or any part of the Applications. You acknowledge and agree that, as between You and BuildIT, BuildIT is the sole and exclusive owner of all rights, title and interest in and to the Applications and any information developed or collected by BuildIT in connection with its operation of the Applications (other than Your Data), including but not limited to all ideas, inventions, inferences, discoveries, developments, formats and processes, and all copyrights, patent rights and other intellectual property and proprietary rights therein and thereto, and You shall not assert any claims to the contrary. All other trademarks, service marks, trade names and logos of BuildIT appearing on or within the Applications or used in connection with the Applications or Services are the property of BuildIT.
- Ownership: BuildIT claims no rights or interest to Your Data and shall treat all such Your Data as Your confidential information.
- Data Storage: In the event that Your Data is in excess of the included or paid storage allocation for your account, BuildIT may purge the excess of Your Data as it deems appropriate to reduce the storage required for Your Data. BuildIT will provide reasonable notice prior to such a deletion.
- Survival: Termination of this Agreement shall not relieve either party of its respective obligations to the other hereunder, including all payment obligations, 8which arose prior to the effective date of termination. Notwithstanding anything herein to the contrary, Paragraphs 4 (b), 5, and 6(a), and Sections 7, 8 and 9 shall survive termination of this Agreement.
- Disclaimer: EXCEPT AS SET FORTH HEREIN, THE APPLICATIONS AND SERVICES, ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND BUILDIT HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUILDIT NEITHER WARRANTS THAT THE APPLICATIONS OR SERVICES WILL BE PROVIDED IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER, NOR DOES BUILDIT MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE APPLICATIONS OR SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY SOFTWARE OR OTHER CONTENT CONTAINED IN OR PROVIDED THROUGH THE BUILDIT WEBSITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BUILDIT, ITS AGENTS OR EMPLOYEES WILL CREATE A WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. ANY USE OF THE APPLICATIONS OR SERVICES, OR STORAGE OF YOUR DATA IS AT YOU'S OWN RISK.
- Third Party Disclaimer: The Application(s) include third party software under license from a third party. Such third party does not (i) make any representations or warranties with respect to the Applications, (ii) assume any liabilities regarding Your use of the Applications, or (iii) agree to or assume any obligation to provide support or information related to the Applications.
- Limitation of Liability: EXCEPT FOR CLAIMS UNDER SECTION 8, IN NO EVENT SHALL EITHER PARTY (INCLUDING WITH RESPECT TO BUILDIT, ITS LICENSORS) BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE, ANY OF THE APPLICATIONS. EXCEPT FOR CLAIMS UNDER SECTION 11, THE ENTIRE AGGREGATE LIABILITY OF BUILDIT, AND THE SOLE AND EXCLUSIVE REMEDY OF YOU, FOR ANY CLAIM OR CAUSE OF ACTION ARISING HEREUNDER (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE FEES ACTUALLY PAID TO BUILDIT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF ACCRUAL OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER YOU'S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
- Indemnification: You will defend, indemnify and hold harmless BuildIT and its officers, employees and agents from and against any claim or suit, and any liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) arising therefrom, which (i) alleges that the Your Data infringes upon or misappropriates any patent, copyright or trade secret of any third party or (ii) arises from or relates to the loss or corruption of the Your Data.
- Force Majeure: Neither party shall be liable to the other party in any way for any failure or delay in the performance of its obligations under this Agreement due to any cause beyond such party's reasonable control, including acts of God, explosions, failure of utilities, mechanical breakdowns, or other such occurrence (each, a "Force Majeure Event"); provided, however, that the party affected by the Force Majeure Event shall provide the other party with notice of the Force Majeure Event and use commercially reasonable efforts to minimize the effect of the Force Majeure Event upon such party's performance. Without limiting the generality of the foregoing, BuildIT shall not be liable to You in any way for any failure or delay in the performance of its obligations hereunder which failure is caused, directly or indirectly, by the failure of any matter for which You are responsible under Section 2.
- Governing Law; Arbitration: This Agreement shall be governed by and construed and enforced in accordance with the laws of the Province of British Columbia, Canada, without regard to the choice of law provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. BuildIT and You hereby agree to the exclusive jurisdiction of the courts of the Province of British Columbia.
- Independent Contractor: The parties acknowledge that the relationship between You and BuildIT is that of an independent contractor, and that nothing contained in this Agreement shall be construed to place You and BuildIT in the relationship of principal and agent, master and servant, partners or joint venturers.
- Entire Agreement; Severability: This Agreement, including the exhibits attached hereto, sets forth the entire Agreement between You and BuildIT, and supersedes any and all other communications or advertising with respect to the Applications or Services. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law, and as so modified this Agreement shall continue in full force and effect.
- Assignment: The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and to their respective heirs, successors, assigns and legal representatives, except that You shall not assign or otherwise transfer this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties, or as part of the sale of any portion of its business, or pursuant to any merger, consolidation or reorganization without BuildIT's prior written consent, not to be unreasonably withheld, and provided an assignee agrees to be bound by all terms and conditions of this Agreement. BuildIT shall be entitled to assign this Agreement to a successor of all or substantially all of its relevant assets to which this Agreement relates, provided such party agrees in writing to be bound by all terms and conditions of the Agreement.
- Waiver, Modification or Amendment: Any waiver, alteration, modification, or amendment of this Agreement must be in writing and signed by both parties. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition, or of any other term, provision or condition of this Agreement.