Welcome to the ConstructConnect Terms of Service (the “Terms”). These Terms govern your use of the ConstructConnect.com website and any other sites operated by ConstructConnect (the “Sites”) as well as any Services provided by ConstructConnect that are not subject to another agreement. By using, viewing, transmitting, caching, or otherwise utilizing the Site, the services or functions offered in or by the Sites (“the Services”), and/or the contents of the Sites in any way (the “Contents”), you have agreed to all the terms and conditions set forth below. If you do not agree to these Terms, you may not use the Sites or the Services and must leave the Sites immediately. We reserve the right, at our sole and absolute discretion, to change, modify, add, or remove portions of these terms at any time without notice and, unless otherwise indicated, such changes will become effective immediately; therefore, please check these terms periodically for changes. Your continued use of the Sites following the posting of changes to these Terms will mean you accept those changes.
1. ABILITY TO ACCEPT TERMS OF SERVICE
These Terms form a legally binding contract between you and us. By using our Sites, you affirm that you are at least 18 years of age, an emancipated minor or possess legal parental or guardian consent and are fully able and competent to enter into the terms, conditions, obligations, representations and responsibilities set forth in these Terms of Service, and to abide by and comply with these Terms of Service.
2. RELATION TO THE OTHER AGREEMENTS
Notwithstanding anything to the contrary, these Terms apply to your use of the Sites, Services, and Content only to the extent that you do not have another agreement with ConstructConnect that applies. In any conflict between these Terms and an executed Master Services Agreement or other agreement between you and ConstructConnect, that other agreement will apply.
3. USAGE AND ACCESS RIGHTS
You may use the Site and the Services solely for your internal business purposes and in accordance with these Terms. Your acceptance of this Terms of Use and your continued use of ConstructConnect’s Sites and Services, including use of chatbots and chat functionality, in general, provides ConstructConnect and authorized third parties acting on its behalf with your consent to collect, use, and disclose your data (without limitation personal data pertaining to you or that you have provided) as described in the ConstructConnect Privacy Policy (www.constructconnect.com/privacy-policy). ConstructConnect may update the Privacy Policy as set forth in that document.
Your access to the Sites and Services may be terminated immediately without notice from us if in our sole and absolute discretion you fail to comply with any term or provision of these Terms. Upon termination, you must cease use of the Sites and Services and destroy all materials obtained from the Site sand Services and all copies thereof.
Your use of our Sites, Services and Contents is further subject to our Acceptable Use Policy (www.constructconnect.com/acceptable-use-policy).
4. OWNERSHIP
ConstructConnect Ownership. ConstructConnect retains all worldwide right, title and interest in and to the Sites and Services (including all modifications, alterations, and enhancements thereto and derivative works thereof) and all copies thereof are and will remain the exclusive property of ConstructConnect and its licensors. ConstructConnect will own all right, title and interest in and to all data ConstructConnect collects and deidentifies in connection with the operation of the Sites and Services. You hereby acknowledge and agree access to the Sites and Services are licensed to you, not sold.
Your Ownership. You retain all your worldwide rights, title and interest, if any, in and to all (a) third-party contact data that you upload to the Services or otherwise provide to Construct Connect (“3rd Party Contact Data”) and (b) information about any of your products or those of third parties or projects (including construction projects or bidding opportunities) that you upload to the services or otherwise provide to Construct Connect (“Project Data”). ConstructConnect hereby acknowledges and agrees that Contact Data and Project Data are licensed to ConstructConnect, not sold.
ConstructConnect Grants CC Data License Rights to You. ConstructConnect hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use, modify, and distribute all data provided on a non-exclusive basis by ConstructConnect to you via the Services for the purpose of enabling you to conduct your business activities with third parties via the Services (“CC Services Data”).
Your Grants of Rights to ConstructConnect.
Contact Data License. You hereby grant to ConstructConnect a limited, perpetual, non-exclusive license for ConstructConnect to use, copy, and modify the Contact Data, in whole or in part for the purpose of allowing ConstructConnect to: (i) share Contact Data with other users of the ConstructConnect Services for the purpose of encouraging use of your products or seeking participation in your projects and (ii) to use Contact Data to facilitate the distribution of Project Data to other users of the ConstructConnect Services. Notwithstanding anything to the contrary and regardless of the origin of any datum, if ConstructConnect’s use of the Contact Data results in a third-party registering with ConstructConnect as a customer, (1) ConstructConnect will independently own all data for that customer even if information about that customer came from Contact Data and (2) you will retain independent ownership of the Contact Data, regardless of the origin of any particular datum.
Product Data and Project Material. You hereby grant to ConstructConnect a non-exclusive, worldwide, transferable, and sublicensable right to use, copy, modify, distribute, publish, and process, Project Data that you provide through the Services without any further consent, notice, and/or compensation to you. You may terminate this license for specific content by deleting such content from the Services, or generally by closing your account(s), except (a) to the extent you shared the Project Data using the Services with a third-party and (b) for the reasonable time it takes to remove from backup and other systems.
User Data. You are solely responsible for all contact information, literature, or other information of any kind, including subsequently posted addenda, uploaded by You. ConstructConnect may at its discretion, delete or archive content you post or upload at any time.
5. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
You hereby represent and warrant to ConstructConnect that: (a) you have all requisite rights and authority to use the Services under these Terms and you have and will maintain the authority to grant all applicable rights and licenses granted to ConstructConnect under these Terms; (b) any materials that you upload or share with ConstructConnect will not infringe, misappropriate, or otherwise violate any intellectual property or other right of any person or entity or constitute the unlawful us of any individual’s personal data or information as defined by applicable privacy laws; (c) you will use the Services (including, without limitation, all content and materials accessible via the Services) for lawful purposes only and subject to these Terms; (d) any information you submit to ConstructConnect is true, accurate, and correct; and (e) you will not attempt to gain unauthorized access to the Site or the Services, other accounts, computer systems, or networks under the control or responsibility of ConstructConnect through hacking, cracking, password mining, or any other unauthorized means.
THE SERVICES AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CONSTRUCTCONNECT: (a) MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DOES NOT WARRANT THAT THE SERVICES, DOCUMENTATION OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE SERVICES, DOCUMENTATION OR SITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF CONSTRUCTCONNECT TO ANY THIRD PARTY. USE OF THE SERVICES, DOCUMENTATION AND SITE ARE AT YOUR SOLE RISK. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In that event, such warranties are limited to the maximum extent permitted by, and for the minimum warranty period allowed by the mandatory applicable law.
6. USER INDEMNIFICATION OBLIGATIONS
You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to any: (a) use of the Services by you; (b) violation of these Terms by you (including, without limitation, breach of any of your representations and warranties set forth in Section 5 above); or (c) infringement, misappropriation or other violation of any intellectual property or other right of any person or entity by you.
7. LIMITATIONS OF LIABILITY
CONSTRUCTCONNECT’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING FROM ANY AND ALL CLAIMS RELATED TO BREACH OF THESE TERMS OR NONPERFORMANCE BY CONSTRUCTCONNECT WILL NOT EXCEED $1,000. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF THE CAUSE OR THE FORM OF ACTION (WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE) AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS LIMITATION IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES HEREUNDER BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMITATION ON THE AMOUNT.
Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is reflected in the pricing offered by ConstructConnect to you and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed in their essential purpose.
8. GENERAL
Independent Contractors. At all times, the parties are independent contractors, and are not the agents or representatives of the other. These Terms is not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of ConstructConnect or is otherwise authorized to bind or commit ConstructConnect in any way without ConstructConnect’s prior written authorization.
Communications. You agree to receive electronically all communications, agreements, and notices that we provide in connection with any Services (“Communications”), including by e-mail, text, in-app notifications, or by posting them on the ConstructConnect web site or through any Services. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing.
Export Control. You hereby acknowledge that the Services and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that ConstructConnect makes available to its Users (collectively “Excluded Data”), is subject to export control laws and regulations of the United States and other jurisdictions (collectively “Export Laws”). You hereby represent and warrant that you: (a) are not located in, under the control of, or a national or resident of an embargoed country; (b) are not a prohibited end user under Export Laws; and (c) will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by export laws, without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or does business. You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Services. You shall advise ConstructConnect in advance in the event you propose use of the Excluded Data that requires ConstructConnect to obtain additional licenses, permits and/or approvals from any government in the jurisdiction where you intend to use the Services. Upon being advised of such a requirement, ConstructConnect may at its sole discretion: (i) terminate your Account; (ii) obtain such licenses, permits, and/or approvals as may be required; or (iii) modify these Terms such that additional licenses, permits, and/or approvals are no longer required to be obtained by ConstructConnect.
Third Party Content. We may provide, or third parties may provide, links to other third-party web sites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and you hereby waive any claim you might have against us with respect to such sites or your interactions with those third parties. CONSTRUCTCONNECT IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE.
Assignability. You may not assign your rights or obligations under these Terms without ConstructConnect’s prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. ConstructConnect may freely assign its rights, duties, and obligations under these Terms.
Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given in accordance with these Terms will be effective only if it is in writing and sent using: (a) Services; (b) by certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth on the Site for ConstructConnect. Notices are deemed given upon receipt if delivered using Services, two (2) business days following the date of mailing, or one (1) business day following delivery to a courier.
Force Majeure. Except for any payment obligations, neither party will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
Governing Law, Venue. These Terms shall be governed in accordance with and interpreted under the laws of the State of Ohio without giving effect to its choice of law provisions. Without limiting either Party’s obligations toward alternative dispute resolution, any action, suit, or other proceeding brought by either Party against the other Party shall be brought in a State or Superior court or the United States District Court of competent jurisdiction in Hamilton County, Ohio. Both Parties hereby submit to the exclusive jurisdiction of such courts and waive any objection to jurisdiction or venue in any such proceeding. The provisions of the U.C.C. and U.C.I.T.A. shall not apply to these Terms.
Waiver. The waiver by either party of any breach of any provision of these Terms does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
Entire Agreement. These Terms, which includes the language and paragraphs preceding Section 1, is the final, complete, and exclusive expression of the agreement between the parties regarding the ConstructConnect Service(s) provided under these Terms. These Terms supersedes and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to the ConstructConnect Service(s) under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms that the User seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. ConstructConnect hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by User and conditions assent solely based on the terms and conditions of these Terms as offered by ConstructConnect. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted. In the event of an inconsistency or conflict, the order of precedence in descending order of control is as follows: (a) the Master Services Agreement, if any; (b) the Order Form, if any; and (c) these Terms and Conditions.
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