Site Terms of Use - UDA ConstructionOnline™

NOTICE: Acceptance of Terms of Use

Use of this Site is subject to certain Site Terms of Use, which constitute a legal agreement between you and UDA Technologies, Inc. By using this Site, you acknowledge that you have read, understood, and agree to be bound by the Terms of Use. Please review the Site Terms of Use, and if you do not agree to the terms, do you use this Site.

The following are terms of a legal agreement between you and UDA Technologies, Inc. ("UDA"). By accessing, browsing and/or using this site ("Site"), you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to these terms, do not use this Site. The material provided on this Site is protected by law, including, but not limited to, United States Copyright Laws and international treaties. This Site is controlled and operated by UDA from its offices within the United States. UDA makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Any claim relating to, and the use of, this Site and the materials contained herein is governed by the laws of the state of Alabama.

License and Warrant your Submissions

You do not have to submit anything to us, but if you choose to submit something (including any user generated content, ideas, concepts, techniques and data), you must grant, and you actually grant by concluding this Agreement, a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and commercialize, in any way now known of in the future discovered, anything that you submit to us, without any further consent, notice and/or compensation to you or to any third parties. By submitting any information to us, you represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights. You further agree to inform UDA Technologies in the event that any such information has changed since your registration with ConstructionOnline and, if appropriate, you agree to make such modifications yourself to your profile.

ConstructionOnline exercises no control over any content you or others submit while using ConstructionOnline. ConstructionOnline has no obligation to verify the identity of any Users when they are connected to the Site or to supervise the content which has been provided by Users. Note that we describe our current practices related to personally identifiable information collected through ConstructionOnline in our Privacy Policy and that we may update our policies and practices from time to time at our sole discretion. Should you believe that someone is misusing or otherwise appropriating your information, you must immediately inform ConstructionOnline.

Use Restrictions

The Copyright in all material provided on this Site is held by UDA or by the original creator of the material. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of UDA or the copyright owner. You also may not, without UDA's permission, "mirror" any material contained on this Site or any other server. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statues.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL UDA BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE, EVEN IF UDA OR A UDA AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Transmissions and Communications

Any material, information or idea you transmit to or post on this Site by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by UDA or its affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. Notwithstanding the foregoing, all personal data provided to UDA Online will be handled in accordance with UDA's Online Privacy Practices. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law.

Warranties and Disclaimers

The information contained on this site is provided "as is" without warranty, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose or non-infringement. UDA assumes no responsibility for errors or omissions in these pages or other documents which are referenced by or linked to these web pages.

References to corporations, services and products, are provided "as is" without warranty of any kind, either expressed or implied. In no event shall UDA be liable for any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not advised of the possibilities of damage, and on any theory of liability arising out of or in connection with the use or performance of the information.

These documents could include technical or other inaccuracies or typographical errors. UDA assumes no liability for errors or omissions in these documents and reserves the right to make changes at any time.

You must not upload, download or otherwise disseminate any information which may be deemed to be injurious, violent, offensive, racist or xenophobic or which may otherwise violate the purpose and spirit of ConstructionOnline and its community of Users.

Password

Keep your password confidential, do not use other User's accounts and do not let others use your account; you are responsible for anything that happens through your account - until you notify us of a breach, close down your account or prove that your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your ConstructionOnline account or any information therein to another party or charging anyone for access to any portion of ConstructionOnline, or any information therein.

Paid Services

If you subscribe to any service that we offer for a charge, you will pay the applicable fees (including, without limitation, monthly fees for premium accounts) as they become due plus all related taxes and reimburse us for any collection costs and interest for any overdue amounts. We have the right to suspend your services until we receive full payment.

Mobile Services

Certain parts of the Service may be available via your mobile phone or accessible on your mobile phone through a downloadable application. In using Mobile Services, you agree that we may communicate with you regarding the Service by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your ConstructionOnline account information to ensure that your messages are not sent to the person that acquires your old number. Use of Mobile Services may result in charges imposed by your wireless provider and you will be responsible for such charges. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. Finally, by using any downloadable application to enable your use of the Mobile Services, you are explicitly confirming your acceptance of the terms of the mobile End User License Agreement provided at download.

Specifications Subject to Change

We allow you to access ConstructionOnline as it may exist and be available on any given day. We have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue ConstructionOnline, partially or entirely, or to charge and modify prices for ConstructionOnline. All of these changes shall be effective upon their posting on our Site or by email communication to you. We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in ConstructionOnline and all related items. ConstructionOnline reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice. For avoidance of doubt, ConstructionOnline has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.

While reasonable efforts have been made to assure the accuracy of this documentation, in no event will UDA Technologies, Inc. be liable for direct, indirect, special, incidental, or consequential damages resulting from any defect in the publication or the associated Site. UDA Technologies, Inc. reserves the right to change this document at any time without obligation to notify anyone.

Severability

The Terms of Use is the entire agreement between you and UDA relating to the Site, the data files incorporated therein and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Site or any other subject matter covered by this agreement. If any provision of this agreement is held to be void, invalid, unenforceable, or illegal, the other provisions shall continue in full force and effect.

Terms of Use Revisions

UDA may at any time revise these Terms of Use by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Terms of Use to which you are bound.

Terms and Conditions

These Terms govern your purchase of software and services ordered on this Order Form, and/or any previous software and services you have purchased in the past that are active and ongoing.

Payment, Term and Renewal

PAYMENT. You agree to pay UDA Technologies the listed price for products and services that you order. You may not cancel your order once submitted. All subscription payments will be billed to the credit card on file. It is your responsibility to ensure that a valid payment method with adequate funds is available for your subscription payments on the payment date. You will provide UDA Technologies with updated credit card information for cards that expire during the duration of this agreement. If payments are declined, late, disputed, or otherwise behind, UDA reserves the right to suspend the use of the software until full payment is made, this suspension of service will not in any way reduce your obligation to pay the order in full.

NONREFUNDABLE. Products and Services covered in this Agreement are nonrefundable and the subscription cannot be canceled early. We do not provide refunds if you decide to stop using the UDA Technologies subscription during your Subscription Term.

MONTHLY SUBSCRIPTION BILLING. Monthly subscriptions will automatically renew each month at the current published monthly rate. To avoid renewal of service, written notice must be received at least thirty (30) days prior to the expiration of the Term then in effect. If monthly invoices are not paid by the due date or automatic monthly payments are declined or fail to process, late fees will be added in the amount of $35 or 10% of your subscription rate, whichever is higher. All subscription payments and fees must be paid prior to reactivation and your monthly recurring billing date will not change.

YEARLY SUBSCRIPTION BILLING. Yearly subscriptions will automatically renew at the current published annual rate and payment is due thirty (30) days before the renewal date. You will be automatically charged on the due date. To avoid automatic renewal of service, written notice must be received at least sixty (60) days prior to the end of the current Subscription Term. If the payment is declined or fails to process, late fees will be added. All subscription payments and fees must be paid prior to reactivation.

MULTI-YEAR CONTRACT BILLING. Subscriptions with Terms longer than one year will automatically renew at the contracted rate and payment is due thirty (30) days before the renewal date. You will be automatically charged on the due date. To avoid automatic renewal of service, written notice must be received at least sixty (60) days prior to the end of the current Subscription Term. If the payment is declined or fails to process, late fees will be added. All subscription payments and fees must be paid prior to reactivation. If all payments are not made during the Subscription Term, a cancellation fee equal to 20% of the current published annual rate will be required to discontinue the years remaining on the Term.

SPLIT PAYMENTS, QUARTERLY PAYMENTS, PAYMENT PLANS AND OTHER BILLING. From time to time, customers may be offered special billing plans or options including but not limited to: quarterly subscription billing, split payments to divide a yearly subscription into multiple payments, payment plans, pay-by-invoice, extensions or other special billing arrangements. It is your responsibility to be aware of upcoming payment dates and ensure that all invoices are paid by their respective due dates and/or that a valid payment method with adequate funds is available on each due date. If one or more of these payments is missed, late, declined or fails to process, a late fee will be assessed. If all payments are not made within the outlined terms, access to the software will be suspended and all prior payments are forfeited. All subscription payments and fees must be paid prior to reactivation.

EFFECT OF TERMINATION. Upon termination of your ConstructionOnline subscription your access to all products and services made available to you during your subscription will be disabled. To retain any data stored within ConstructionOnline after your Subscription Term ends, we recommend you export the data from your ConstructionOnline account in advance. If you submit a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to ConstructionOnline to retrieve your data. You will be charged a reactivation fee for temporary access to your account. After thirty (30) days past the termination or expiration of your subscription, we are no longer obliged to maintain or provide you the data stored within your ConstructionOnline account.

ACCOUNT REACTIVATION. To retain your ConstructionOnline account following subscription termination or expiration, you must reactivate the account by commencing a new Subscription Term within sixty (60) days. Please note that data retention is subject to the thirty (30) day policy outlined above, meaning data may be purged before the account reactivation window closes. After this sixty (60) day period, the account will no longer be accessible for reactivation, and a new account must be created upon resubscription.

RIGHT TO AUDIT. UDA Technologies may audit Customer’s Construction Volume (as specified on this Order Form) to ensure compliance with agreed-upon terms and pricing.

Access & Restrictions

SUBSCRIPTION ACCESS. UDA Technologies grants Customer the nonexclusive limited-time subscription and right to use the Services outlined in this Agreement and subject to the terms of this Agreement and the limits on Construction Volume, Projects, Users and/or other use restrictions specified on each Order Form. UDA Technologies shall provide Customer access to Enhancements and Maintenance Modifications as they become available.

CUSTOMER COMPATIBILITY REQUIREMENTS. Customer and its Authorized Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment, and Internet service necessary for the use of the Site and Services.

NEW FEATURES. UDA Technologies shall, from time to time, develop New Features, which will be offered to Customers for additional fees. UDA Technologies makes no guarantees that every new feature will be included in every subscription tier or plan. You may subscribe to additional features by placing an additional order or by upgrading your account.

LEGACY PRODUCTS. UDA Technologies may continue to make available certain legacy ConstructionOnline products. Note that UDA Technologies may suspend, limit, or terminate legacy ConstructionOnline products at any time. If you have a legacy ConstructionOnline product, we may elect to move you to one of our then-current products at any time. Some features and limits that apply to legacy ConstructionOnline products may differ from those currently published on the ConstructionOnline website. If you are using a legacy ConstructionOnline product, you may upgrade to a current version by placing an additional order.

BETA SERVICES. UDA Technologies may invite Customer to try certain beta services, including limited release, non-production, or evaluation services at no charge. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. UDA Technologies will have no liability for, and Customer hereby releases UDA Technologies from, any liability or damage arising out of or in connection with any Beta Service.

CUSTOMER ACKNOWLEDGEMENTS

SITE TERMS. Products and Services listed in this Agreement are covered under the site terms located at us.constructiononline.com/constructiononline-site-terms. The laws of the State of Alabama govern this agreement. Any actions or disputes relating to this Agreement shall be brought in the appropriate court in Lee County, Alabama.

ACKNOWLEDGEMENT OF AUTHORITY. As of the Effective Date, you acknowledge and agree that you are an authorized representative of your organization and have the right, authority and capacity to enter into this Agreement on behalf of your organization.

ACKNOWLEDGEMENT OF SUFFICIENT AND SATISFACTORY EVALUATION. You acknowledge and agree that you or other authorized representative(s) of your organization have evaluated the features and functionality of ConstructionOnline and/or other UDA Technologies Software and/or Services in a manner sufficient and satisfactory to your organization. You agree that the Software and/or Services have been demonstrably shown to have all of the features and functionality that have been represented to you. You agree that the purchase(s) in this order are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written comments made by UDA Technologies or its representatives regarding future functionality or features.