Terms of Service
Buildup, A Division of TCQS Applications LLC
Updated May 7, 2020
Buildup (“Buildup”, or “us”, “our”, “we”) provides a tool for building project management. The tool is provided by means of the Buildup website located at https://buildup.co (the “Site”) as well as by means of an application which may be downloaded from an application store or from a URL that we may provide (the “Application”). These Terms of Service (“Terms”) govern your access and use of the Buildup website and all services available through the Site and Application (“Services”). The Site, Services and Application may be referred to collectively as the “Assets”. “You” or “Your” means any customer of Buildup who accepts these Terms of Service and any user of the Assets authorized by such customer, for which such customer will be held strictly responsible.
To use the Assets, you will also sign, click through otherwise accept a services order that describes fees for use of the Assets and certain specific provisions of the Services as they apply to you (a “Services Order”). In the event of a conflict between any provision of a Services Order and these Terms, the Services Order shall control.
- Limited License
- Buildup grants you a limited license to access and use the Assets subject to the terms and conditions of these Terms for your internal use only. Buildup may, in its sole discretion and at any time, discontinue providing any part of the Assets without notice, except as stipulated under a valid Services Order. You are welcome to link to the Site from your website, provided that your website does not imply any endorsement by or association with Buildup.
- Use of the Assets is void where prohibited. By accessing the Assets, you represent and warrant that (a) all information you submit is truthful and accurate; and (b) your use of the Assets does not violate any applicable law or regulation.
- You must create a Buildup account in order to purchase Services by means of the Site and in order to purchase the Application and receive updates of the Application. You must provide truthful and accurate information while creating your Buildup account. Buildup reserves the right to refuse to allow a user to open an account for any reason, or to limit the number of accounts a user can establish on the Site, all at Buildup’s sole discretion.
- You should not reveal your password to other users. Buildup will not ask you to reveal your password. If you forget your password, you can request to have a new password sent to your registered email address. Your account is at risk if you let someone use it inappropriately or if you or anyone using your account violates these Terms. If your account is terminated, you may not create another account without our express permission.
- You agree to immediately notify Buildup of any unauthorized use of your Buildup account or password. You are fully and solely responsible for the security of your computer system and all activity on your account, even if such activities were not undertaken by you. Buildup will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Buildup harmless for any improper or illegal use of your account, including any mail sent and any charges and taxes incurred, unless you have notified us via email to [email protected] that your account has been compromised, and have requested us to block access to it. This includes illegal or improper use by someone to whom you have given permission to use your account. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Assets.
- Termination of Account
If Buildup believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may terminate your account and take any other corrective action it deems appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Site. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Site. You may request termination of your Buildup account at any time and for any reason by sending an email to [email protected]. Any suspension, termination, or cancellation shall not affect your obligations to Buildup under these Terms (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation or any obligations to Buildup under any separate Services Order.
- We provide some of our building project management services by means of the Site, some of our services by means of the Application and some of our services by means of both Site and Application.
- Services for use by the system administrator are provided on the Site. Some of these Services include setting up and management of the projects, the quality assurance procedures, documents management, contractors’ information, access/user controls and reports.
- Services provided by means of the Application include quality assurance checkups in the building project, building manager’s approvals for the quality assurance checkups and for the opening and closing of faults in the project, and reports with respect to problems or incidents and the implementation of quality assurance measures.
- Site and Application. Both Site and Application allow document management, access to reports and charts and access to contractor lists.
- Buildup attempts to be as accurate as possible. However, Buildup does not warrant that the Services, descriptions, reports, analyses or other content are accurate, complete, reliable, current, or error-free.
- Our Services provide an internal tool for project management and do not address regulatory and legal matters and are not a substitute for compliance with any and all laws and regulations, including, without limitation, with regards to safety, personal injury and the environment. You are solely responsible for all regulatory and legal matters, including, without limitation, matters relating to safety, personal injury and the environment. You are solely responsible for obtaining any permits necessary for your project and for complying with the terms of any such permits.
- We provide some of our building project management services by means of the Site, some of our services by means of the Application and some of our services by means of both Site and Application.
- User Content
- Buildup may allow users to provide content, such as project and company data and documents, photographs, information, feedback or comments, through the Assets (“User Content”). If you provide any User Content, you represent and warrant that such content does not (a) infringe the intellectual property, moral or publicity rights of any third party, (b) contain any defamatory, libelous, obscene, sexually suggestive or otherwise offensive content (including material promoting or glorifying hate, violence, or bigotry), (c) contain any worms, viruses or otherwise malicious software or (d) violate any applicable law or regulation. You retain ownership over your User Content. However, by posting or uploading any User Content you hereby grant Buildup and its successors and assigns a worldwide, non-exclusive, perpetual, transferrable, royalty-free license to use, edit, modify, reproduce, publish, display and distribute such User Content with respect to quality assurance procedures, improvement of the Assets, and checklists in any manner whatsoever, in or out of context, in all languages, in all media, including for our promotional purposes. Any use we shall make of such User Content shall be done anonymously, without disclosing your company name.
- We reserve the rights to remove, suspend access to or permanently delete any User Content, without notice, including without limitation any User Content that in our reasonable view violates the warranties set forth above or our business interests. Such decisions shall be made in our sole discretion and you shall have no claim in respect thereof.
- Intellectual Property
Buildup and its licensors own the Assets and all content available through the Site, including all worldwide intellectual property rights therein, and the trademarks, service marks, and logos contained therein. You may not copy, further develop, reverse engineer, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the content on the Site. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Assets. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of Buildup or any third party. Buildup retains the royalty-free right to use any suggestions, ideas, feedback, or other recommendations provided by You relating to the Services. Buildup may use Your name and/or your logo on Buildup’s website and in its marketing and promotional materials to indicate that You are a customer of Buildup.
- Content Linked to by Buildup
Portions of the Assets (including, without limitation, advertisements) may involve linking to or using web sites belonging to third parties. The Assets may also provide you with links to access the sites of third-party retailers. We have no control over third-party sites, and all use of third-party sites is at your own risk. Additionally, Buildup cannot accept responsibility for any payments processed or submitted through such third party sites, or for the privacy policies of any such sites. Buildup is not responsible for content or services available by means of such sites. Buildup does not endorse any products or services offered by third parties and we urge our users to exercise caution in using third-party sites.
You will not use or access the Assets in any manner that (a) is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (b) does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. (in the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction), or would cause Buildup to be in violation of any law or regulation, or to infringe any right of any third party; (c) disrupts, interferes or harms our Assets, servers or networks; or (d) Imposes an unreasonably or disproportionately large load on our infrastructure. You may not (a) circumvent, disable, or otherwise interfere with security-related features of the Assets or features that prevent or restrict use or copying of any content available on the Site, (b) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site; (c) harvest, collect or mine information about other users of the Assets; or (d) create a database by systematically downloading and storing all or any of the content on the Site.
- Disclaimers & Disclaimer of Warranty
- You are solely responsible for ensuring that your building projects are safe and that they comply with relevant regulatory and legal requirements. You are solely responsible for obtaining all necessary permits and for complying with the terms of any such permits. The reports or analyses provided by the Assets are intended for internal purposes, to facilitate in the management of your building projects; they are not intended to replace professional or legal counsel, tests and assessments. Please consult with any relevant entities with regards to applicable safety, personal injury, regulatory, environmental and legal matters.
- Your use of the Assets is at your sole discretion and risk. Any decisions you make based on information provided on the Assets are at your sole discretion and risk. The Assets are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from Buildup. BUILDUP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE ASSETS INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. BUILDUP DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED: (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE ASSETS; OR (II) THAT THE ASSETS WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE ASSETS.
- Limitation Of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUILDUP AND ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, MANAGERS, EMPLOYEES OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE TO YOU, AUTHORIZED USERS OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND LOST PROFITS) THAT RESULT FROM OR ARE RELATED TO YOUR USE OF THE ASSETS, EVEN IF BUILDUP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, BUILDUP’S AGGREGATE LIABILITY TO YOU FOR DAMAGES, COSTS, AND EXPENSES SHALL NOT EXCEED THE AMOUNTS RECEIVED BY BUILDUP FROM YOU IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES.
- By Buildup. Buildup shall defend, indemnify and hold you harmless from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by them in connection with a third party claim arising out of any actual or threatened claim that the Assets infringe upon or misappropriate any valid U.S. copyright, patent, trademark, trade secret, or other proprietary or other rights of any third party. Buildup shall have no obligation to indemnify you to the extent the alleged infringement arises out of (i) the use of the Assets in combination by you with other data products, processes or materials not provided by Buildup and such infringement would not have occurred but for your combination; or (ii) the User Content. Should the Assets as used by you become, or in Buildup’s opinion be likely to become, the subject of an infringement claim, Buildup shall at its option and sole expense either: (i) procure for you the right to continue to use the Assets as contemplated hereunder, or (ii) modify the Assets to eliminate any such claim that might result from its use hereunder or (iii) replace the Assets with an equally suitable, compatible and functionally equivalent non-infringing Assets at no additional charge to you. If none of these options is reasonably available to Buildup, then your use of the Assets may be terminated at the option of either party hereto without further obligation or liability on the part of either party hereto except that Buildup agrees to promptly refund to you the pro-rata portion of any fees prepaid by you amortized on a straight-line basis based over the term of your use of the Assets.
- By You. You agree to indemnify, defend, and hold harmless Buildup and its employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs or expenses (including reasonable attorneys’ fees and court expenses) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your misuse of the Assets, including any transactions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; (e) any claim, loss or damage arising from User Content you provide; and (f) any other matter for which you are responsible hereunder or under law.
- The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (ii) granting control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
- These Terms shall be governed by the law of the State of California, exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Any action to be brought in connection with these Terms or the Site shall be brought exclusively in the competent courts in Santa Clara County, California, and you irrevocably consent to their jurisdiction. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action against Buildup must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and Buildup or enables you to act on behalf of Buildup.
- We may at any time, without prior notice: (a) cancel any user account, or limit any user’s access to all or portions of the Assets; (b) change, update or eliminate any component of the Assets; (c) impose, remove, or change any fees or charges for use of the Assets or any features thereof (including, without limitation, by changing the manner in which fees are calculated); and (d) assign any Service Order and any and all of our rights under these Terms to any other party, including an affiliate of ours. We may elect to keep archives of all or parts of the Assets, but we cannot guarantee that anything available on the Assets, or any records or information relating to the Assets, will be archived, or that any archives will be preserved or made publicly available. We may delete any such information without notice, at our sole discretion.
- These Terms, together with any Services Order, constitute the entire agreement between Buildup and you pertaining to the subject matter hereof. Nothing contained in these terms shall be construed to limit the actions or remedies available to Buildup with respect to any prohibited activity or conduct. Non-enforcement of any term of these Terms does not constitute consent or waiver, and Buildup reserves the right to enforce such term at our sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. These Terms are for the benefit of Buildup (and respective assignees), all of which shall have the right to assert and enforce its provisions against you directly on its own behalf.