Terms of Service
Welcome to BuildCenter
These terms and conditions outline the rules and regulations for the use of BuildCenter's Website and products and services.
BuildCenter is located at:
492 Salmar Ave
Campbell CA, 95008
By accessing this website we assume you accept these terms and conditions in full. Do not continue to use BuildCenter's website or products if you do not accept all of the terms and conditions stated on this page.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: "Client", "You" and "Your" refers to you, the person accessing this website and accepting the Company's terms and conditions.
"The Company", "Ourselves", "We", "Our" and "Us", refers to our Company. "Party", "Parties", or "Us", refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client's needs in respect of provision of the Company's stated services/products, in accordance with and subject to, prevailing law of United States.
Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.
OWNERSHIP AND CONFIDENTIALITY
User Ownership Rights. User hereby grants BuildCenter a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to copy, distribute, transmit, display, perform, and create derivative works of the User Content solely to perform its obligations hereunder, including without limitation, to provide User with the BuildCenter Platform in accordance with this Agreement. Except for the rights granted hereunder, all rights, title and interests, including, but not limited to, all worldwide patent, copyright, trademark, trade secret and any other rights in and to the User Content are retained by User. BuildCenter agrees that it shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the right, title and interest of User in and to such intellectual property rights.
BuildCenter Ownership Rights. Except for the rights granted hereunder, all rights, title and interests, including, but not limited to, all worldwide patent, copyright, trademark, trade secret and any other rights in and to the BuildCenter Platform and any other BuildCenter product or service are retained by BuildCenter . User agrees that it shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the right, title and interest of BuildCenter or its licensors in and to such intellectual property rights.
Nondisclosure and Use Restrictions. Each Party acknowledges that the Confidential Information constitutes valuable trade secrets and proprietary information of a Party, and each Party agrees that it shall use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder. Nothing in this Section 4.3 is intended to restrict or otherwise limit the exercise by a Party of the rights and licenses granted to it under this Agreement; provided that such Party uses reasonable measures to protect the confidentiality and value of the other Party’s Confidential Information. Notwithstanding any provision of this Agreement, either Party may disclose this Agreement, in whole or in part (a) to its employees, officers, directors, attorneys, auditors, financial advisors and/or subcontractors who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as reasonably deemed by a Party to be required by law (in which case each Party shall provide the other with prior written notification thereof, shall provide such Party with the opportunity to contest such disclosure, and shall use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Each Party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 4.3, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Party shall promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement. Upon the termination of this Agreement, each receiving Party agrees to promptly return to disclosing Party or destroy all Confidential Information of the disclosing Party that is in the possession of receiving Party and to certify the return or destruction of all such Confidential Information and embodiments.
REPRESENTATIONS, WARRANTIES AND EXCLUSIONS
Representations and Warranties of Each Party. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by both Parties.
Representations and Warranties of User. User further represents and warrants that User has the full legal authority to grant the rights in and to the User Content granted in this Agreement.
Exclusions. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE BUILDCENTER PLATFORM IS PROVIDED ON AN “AS-IS” BASIS AND BUILDCENTER DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. USER acknowledges that BuildCenter does not warrant that the BuildCenter PLATFORM will be provided in an uninterrupted or error free fashion at all times.
Indemnification by User. User shall indemnify, defend and hold harmless BuildCenter against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees) directly or indirectly brought against BuildCenter by any third party arising from (a) the use of the BuildCenter Platform in violation of the terms of this Agreement, (b) the exercise of any rights granted by User to BuildCenter in or to the User Content in accordance with this Agreement, or (c) any of the circumstances described in Limitation of Liability Section; provided that: (i) BuildCenter shall promptly notify User of such claim, (ii) User shall have the sole and exclusive authority to defend and/or settle any such claim and (iii) BuildCenter reasonably cooperates with User in connection therewith.
LIMITATION OF LIABILITY
LIMITATIONS ON REMEDY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL BUILDCENTER BE LIABLE TO THE USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF A PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BUILDCENTER SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PROPERLY PAYABLE BY USER DURING THE TWELVE MONTHS PRECEDING THE INCIDENT OR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. MONETARY DAMAGES, AS LIMITED BY THIS SECTION, WILL BE USER’S SOLE AND EXCLUSIVE ALTERNATIVE REMEDY (AT LAW OR IN EQUITY) IN THE EVENT THAT ANY EXCLUSIVE REMEDY HEREUNDER IS FOUND TO FAIL ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
Term. User has the right to terminate its account and these Terms at any time by using the account deletion interface. BuildCenter also reserves the right to terminate User’s account (or the access privileges of any User) and these Terms at any time for any reason, or no reason, without prior notice or liability. Upon termination of any User account, BuildCenter will have no obligation to maintain or provide User’s Data, and may delete or destroy all copies of User’s Data in its possession or control, in a reasonably expedient way, unless legally prohibited. However, all accrued rights to payment and the terms above sections shall survive termination of these Terms. In the event of account deletion for any reason, content that User submitted may no longer be available. BuildCenter shall not be responsible for the loss of such content.
Obligations on Termination. Upon termination or expiration of the Term or other termination of this Agreement all rights granted hereunder and all obligations of BuildCenter to provide the BuildCenter Platform shall immediately terminate. Termination of this Agreement or expiration of the Term shall not relieve User from paying all fees accruing prior to termination.
Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Web site.
USER SIGN UP OBLIGATIONS
You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organization, sign up for user accounts by providing your corporate contact information. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if BuildCenter has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, BuildCenter may terminate your user account and refuse current or future use of any or all of the Services.
ORGANIZATION ACCOUNTS AND ADMINISTRATORS
When you sign up for an account for your organization you will create an administrator account. The administrator will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.
You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that BuildCenter is not responsible for account administration and internal management of the Services for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to firstname.lastname@example.org, provided that the process is acceptable to BuildCenter . In the absence of any specified administrator account recovery process, BuildCenter may provide control of an administrator account to an individual providing proof satisfactory to BuildCenter demonstrating authorization to act on behalf of the organization. You agree not to hold BuildCenter liable for the consequences of any action taken by BuildCenter in good faith in this regard.
PERSONAL INFORMATION AND PRIVACY
We shall have no responsibility or liability for any content appearing on your account. You agree to indemnify and defend us against all claims arising out of or based upon your account. No link(s) may appear on any page on your account or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). Nothing in this disclaimer will:
limit or exclude our or your liability for death or personal injury resulting from negligence;
limit or exclude our or your liability for fraud or fraudulent misrepresentation;
limit any of our or your liabilities in any way that is not permitted under applicable law;
or exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer or in relation to the subject matter of this disclaimer, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.
Last updated: June 25, 2020