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BUILDWITHIN INC. TERMS OF USE
Last Updated: July 29, 2023
IMPORTANT — THIS TERMS OF USE AGREEMENT (“AGREEMENT“) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) (“YOU” or “YOUR”) AND BUILDWITHIN INC. (HEREINAFTER “COMPANY,” “WE“, “US” OR “OUR”) THAT SETS FORTH THE LEGAL TERMS AND CONDITIONS FOR YOUR USE OF THIS WEBSITE AND ANY OTHER WEBSITE THAT IS OWNED OR OPERATED BY THE COMPANY AND WHICH LINKS TO THIS AGREEMENT (THE “WEBSITE(S)”) AND ANY COMPANY SERVICES, INCLUDING ANY SOFTWARE (THE “SOFTWARE”) OR OTHER SERVICES OFFERED BY THE COMPANY FROM TIME TO TIME AND OTHER PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES USING THE COMPANY FUNCTIONALITY (COLLECTIVELY, “SERVICE(S)”).
1. AGREEMENT. BY ACCESSING AND/OR USING ANY WEBSITES OR SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN US ARE RESOLVED, WHICH INCLUDE BINDING ARBITRATION, A JURY TRIAL WAIVER AND A CLASS ACTION WAIVER. PLEASE SEE SECTION 18 FOR MORE DETAILS. SOME OF OUR SERVICES MAY HAVE ADDITIONAL RULES, POLICIES, AND PROCEDURES (“ADDITIONAL TERMS”). WHERE ADDITIONAL TERMS APPLY, WE WILL MAKE THEM AVAILABLE FOR YOU TO READ THROUGH IN CONNECTION WITH YOUR USE OF THAT SERVICE. BY USING THAT SERVICE, YOU AGREE TO THE ADDITIONAL TERMS.WE RESERVE THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT OR TO MODIFY OR DISCONTINUE THE SERVICES OFFERED BY THE COMPANY AT ANY TIME. THOSE CHANGES WILL GO INTO EFFECT ON THE EFFECTIVE DATE SHOWN IN THE REVISED AGREEMENT. IF WE CHANGE THIS AGREEMENT, WE WILL GIVE YOU NOTICE BY POSTING THE REVISED AGREEMENT ON THE APPLICABLE WEBSITE(S). WE ENCOURAGE YOU TO CHECK THIS AGREEMENT FROM TIME TO TIME TO SEE IF IT HAS BEEN UPDATED. WE MAY REQUIRE YOU TO PROVIDE CONSENT TO THE UPDATED AGREEMENT BEFORE FURTHER USE OF THE SERVICES IS PERMITTED. BY CONTINUING TO USE ANY WEBSITES OR SERVICES FROM THE COMPANY AFTER THE NEW EFFECTIVE DATE, YOU AGREE TO BE BOUND BY SUCH CHANGES. IF THE MODIFIED TERMS ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE USING THE SERVICES.
2. SERVICE DESCRIPTION. The Company provides an online management platform for workforce development, training, engagement for companies and organizations to implement on-the-job training programs such as internships, apprenticeships, returnships or return-work- programs, service years, and any workforce development initiatives, new hire, and similar programs. OUR clients may use the platform to recruit and select individuals for programs or positions and/or to recruit organizations to host on-the-job training programs or to hire or host individuals in these programs. The platform can be offered by companies, non profits, trade associations, professional organizations, industry intermediaries, government entities, education institutions, and similar organizations to the general public in the manner that they prefer. The workforce ecosystem is changing rapidly and some organizations including companies, government services, non-profits, education institutions, as well as other organizations may want to use US to support their infrastructure to develop their own workforce development programs, grow their talent pipelines and or to help individuals find jobs. Organizations interested in implementing workforce development programs such as pre-apprenticeships, apprenticeships, internships, upskilling, re-skilling, new-hire, service year option, mentoring use our platform (“Client”) to manage the process of recruitment, assessment, selection, learning, training, supervision, mentoring of employees, new hires, pre-apprentices, interns, apprentices, managers, supervisors, administrators, mentors and other stakeholders. The Company has no control over the quality, safety, or legality of any aspect of a Client’s products or services (“Client Services”) or any claims made by a Client. Any questions or complaints about claims or any Client Services should therefore be submitted to the Client directly. As a user of the Services, you agree to provide us with complete and accurate information (if requested) and to update such information to keep it accurate, current, and complete. You hereby grant the Company the right to use and distribute the information that you have provided to the Company for the purpose for which it was provided. YOU UNDERSTAND AND AGREE THAT THE COMPANY HAS NO CONTROL OVER THE CONDUCT OF THE CLIENTS OR THE CLIENT SERVICES. YOU HEREBY AGREE TO RELEASE THE COMPANY FROM ALL LIABILITY ARISING OUT OF OR RELATED TO THE CLIENTS’ SERVICES OR ANY ACTIONS OR INACTION OF CLIENTS. In order to access certain features of the Services, you may be required to register and/or create an account (“Account”). In connection with setting up your Account with the Company, we may supply you with a user identification and/or password. In connection with any future use, you may be asked to input your user identification and/or password from time to time. You agree to be responsible for all activity that occurs under your Account and agree to be responsible for maintaining the security of your password and user identification. We may also provide you with the option to log in to your Account by using certain third party social networking sites (“SNS”) (e.g. Facebook, LinkedIn) or other third-party authentication sites (each a “Third- Party Account”). As part of the functionality of the Services, you may link your Account with the Company with your Third-Party Accounts, by either: (i) providing your Third-Party Account login information to the Company; or (ii) allowing the Company to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to the Company and/or grant the Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third party service providers. By granting the Company access to any Third-Party Accounts, you understand that the Company may access, and you hereby grant the Company the right to use, content that you have provided to and stored in your Third-Party Account. You have the ability to disable the connection between your Account and your Third-Party Accounts, at any time, by accessing the “Settings” section of the Website and/or Apps, in which case you may no longer be permitted to use the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Persons under 13 are prohibited from providing personal information on our Websites. If you are under 18, you may only use our Services with the consent of a parent or guardian 18 years of age or older, which you agree you have obtained and proof of which we may require.
3. ACCEPTABLE USE. You are responsible for your use of the Websites and Services, and for any use of the Websites and Services made using your Account. Our goal is to create a positive experience in connection with our Websites and Services. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to the Company. When you use the Websites and Services, you agree that you will not:
a. violate this Agreement or any Company rules regarding use of the Services;
b. violate any law or regulations;
c. breach any agreements you enter into with any third parties;
d. violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
e. access content or data not intended for you, or log into a server or account that you are not authorized to access;
f. post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
g. send unsolicited or unauthorized advertising or commercial communications, such as spam (additionally, please read our Anti-Spam Policy in Section 10 below);
h. transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
i. stalk, harass, or harm another individual;
j. impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
k. use any means to scrape or crawl any Web pages or content contained in the Services (although Company may allow operators of public search engines to use spiders to index materials from the Websites for the sole purpose of creating publicly available searchable indices of the materials, and the Company reserves the right to revoke these exceptions either generally or in specific cases);
l. use automated methods to use the Services;
m. attempt to circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Services;
n. attempt to probe, scan or test the vulnerability of the Website, or any associated system or network, or to breach security or authentication measures without proper authorization;
o. attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
p. data mine, or in any other manner degrade the performance of the Website;
q. advocate, encourage, or assist any third party in doing any of the foregoing;
r. copy, modify, or create derivative works of the Services, in whole or in part;
s. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services;
t. remove any proprietary notices from the Services; or
u. engage in activities that Company believes, in its sole discretion, may be harmful to Company’s operations, public image, or reputation
v. you cannot do anything to interfere with or impair the intended operation of the Services
w. take assessments on behalf of someone else
4. MONITORING AND ENFORCEMENT. Company, in its sole discretion, will determine whether your conduct is in compliance with this Agreement. Company reserves the right to the following monitoring and enforcement mechanisms:
a. monitor your use of the Services for any purpose in our sole discretion and as Company sees fit;
b. take any action Company deems necessary or appropriate in its sole discretion if Company believes your conduct violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Company;
c. disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
d. take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services;
e. terminate or suspend your access to all or part of the Services for any violation of this Agreement; and
f. without limiting the foregoing, Company has the right to fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity or other information of anyone who accesses or uses the Services.
5. OWNERSHIP & COPYRIGHT RESTRICTIONS. The parties agree that all proprietary rights in the Websites, Services and Software are and will remain the property of the Company. This includes data collected or created by the Company in connection with providing the Services, as well as usage statistics and traffic patterns, any and all rights, title and interest to which are hereby assigned to the Company by you. The Websites and Software, including but not limited to software, content, text, photographs, images, graphics, video, audio and the compilation as a whole (“Content”), are copyrighted under U.S. copyright and other laws by the Company or its licensors, unless otherwise noted. You must abide by all additional copyright notices or restrictions contained in the Websites or elsewhere. You may not delete any legal or proprietary notices in the Websites or elsewhere. The Company reserves all other rights. Except as expressly provided herein, nothing on the Websites or as part of the Services will be construed as conferring any license under the Company’s and/or any third party’s intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, the Company may revoke any of the foregoing rights and/or your access to the Websites and Services, or any part thereof, at any time without prior notice.
You acknowledge and agree that any content used in connection with the Website, including any software accessible through the Website, contains Company’s proprietary and confidential information that is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. "BuildWithin" and all other Company product and service names and design logos are trademarks and/or service marks of Company and/or its affiliates (the "Company Marks"). As between you and Company, Company shall own all right, title and interest in and to the Company Marks. Subject to the Terms, Company grants you a personal, non-transferable, non-commercial and non-exclusive right and license to use the WEBSITE or SERVICES. You are not permitted to (and may not allow any third party to) copy, modify, adapt, translate, lease, rent, loan, distribute, create a derivative work of, reverse engineer, disassemble, decompile, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Website. You agree not to modify any software on the Website in any manner or form or to use modified versions of the software. Without Company’s prior permission, you agree not to display or use the Company’s Marks in any manner. Company reserves all patent, copyright, trade secret, trade name, trademark, service mark, license and other proprietary rights related to the Website, its software and Services and you shall not infringe upon or violate such rights.
The information on this WEBSITE or SERVICES is protected by law, including copyright law.
The license provided herein shall automatically terminate on the date Company decides to remove or terminate the WEBSITE or SERVICES. In addition, your license shall terminate immediately if you breach any of the Terms. Company is entitled to enforce its rights under these Terms of Use by an action for damages or by specific performance, injunctive or other equitable relief. These Terms of Use do not limit any rights that Company may have under trade secret, copyright, patent or other laws.
Except as expressly noted herein, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, any of the content or the Website. Unauthorized use or copying (including electronic copying or downloading) of the WEBSITE or SERVICES and content without the Company’s express written consent is expressly prohibited by law, and may result in severe civil and criminal penalties.
Opinions, advice, statements, testimonials, reviews, offers or other information or content made available on the Website or through the Services, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.
6. COPYRIGHT PERMISSION / LICENSE. As part of the Services, we may permit you to post, upload, publish, submit or transmit certain content (“Your Materials”). By making available any of Your Materials on or through the Services, you hereby grant to the Company the right to use Your Materials as necessary to provide the Services and improve the Services. The Company does not claim any ownership rights in any of Your Materials and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any of Your Materials. You acknowledge and agree that you are solely responsible for all of Your Materials that you make available through the Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all of Your Materials that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to the Company the rights in Your Materials, as contemplated under this Agreement; and (ii) neither Your Materials nor your posting, uploading, publication, submission or transmittal of Your Materials or the Company’s posting of Your Materials (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. The Company respects copyright law and expects all users of its Services to do the same. It is the Company’s policy to terminate in appropriate circumstances the accounts and/or access of those users who have created accounts, and who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
7. IDEA SUBMISSIONS. If you submit any ideas, suggestions or testimonials to the Company, we have and you hereby grant us the right to use your submission without charge in any manner that we deem appropriate, including posting on the Internet. You may only post ideas and material if you have obtained appropriate copyright and other permission to post such materials and to permit the Company to use such material without restriction. You agree that you will not violate or infringe the rights of third parties, including privacy, publicity and intellectual and proprietary rights, such as copyright or trademark rights.
8. PRIVACY POLICY. The Company has customer information and privacy policies as set forth in its online Privacy Policy at www.buildwithin.com/privacy which is fully incorporated herein by reference. You hereby agree to be bound by the Company’s Privacy Policy.
9. MOBILE TEXT MESSAGING POLICY. The following terms in this Section 9 apply to everyone who signs up to receive one or more text messages (e.g., SMS or MMS messages) from the Company (“Text Services”). When you opt-in to Text Services, you are expressly consenting to receive text messages on behalf of the Company using one (1) or more short codes, and long codes. You may opt out of the Text Services at any time by replying to the text with the word STOP from the enrolled mobile device. If you do that, you consent to receive one additional message confirming your opt-out request. If you need help or have any questions about the Text Services, text HELP from the enrolled mobile device. We do not charge a fee for the Text Services; however, depending on your messaging plan, your mobile carrier may charge you for each message we send you or that you send us and accordingly standard message and data rates may apply. It is your responsibility to know whether your carrier will charge you per-message costs (for instance, if you do not have an unlimited texting plan, or have exceeded your monthly quota of free messages). We assume no responsibility for charges incurred by your using the Text Services. Currently, Text Services can be delivered to the following carriers in the United States: AT&T, Verizon Wireless, Sprint, T-Mobile USA, Advantage Cellular (DTC Wireless), Aio Wireless, Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Boost Mobile, Carolina West Wireless, CellCom, Cellular One of East Central IL (ECIT), Cellular One of Northeast Arizona, Cellular One of Northeast Pennsylvania, Chariton Valley Cellular, Cricket, Coral Wireless (Mobi PCS), Cross, C-Spire (CellSouth), Duet IP (Maximum Communications New Core Wireless), Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Google Voice, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Metro PCS, Mosaic (Consolidated or CTC Telecom), MTA Communications, MTPCS (Cellular One Nation), Nex-Tech Wireless, NTelos, Panhandle Communications, Peoples Wireless, Pine Cellular, Pioneer, Plateau (Texas RSA 3 Ltd), RINA, Sagebrush Cellular (Nemont), SI Wireless/Mobile Nation, Simmetry (TMP Corporation), SouthernLinc, SRT Wireless, Thumb Cellular, Union Wireless, United Wireless, U.S. Cellular, Viaero Wireless, Virgin Mobile, and West Central (WCC or 5 Star Wireless). However, MMS messages may only be delivered to AT&T, Verizon Wireless, Spring, and T-Mobile USA. Further, the Text Services may not be available in all areas at all times. Text messages are distributed via a complex system of service providers and we cannot guarantee their availability or performance. This means we may not be able to successfully transmit text messages to you, and we have no liability for any such transmission delay or message failure. The Text Services may not work in the event of product, software, coverage, or other changes made by your wireless carrier or changes you make to your mobile device. You must provide your own wireless device, subscribe to a wireless service on a participating mobile carrier, and be able to receive text messages using that wireless device and your carrier’s service.
10. ANTI-SPAM POLICY. The Company prohibits the sending of unsolicited bulk or repeated email or text messages (“Spam”). For the avoidance of doubt, the Service that is provided by the Company does not Spam end users and does not encourage or authorize such activity. The Company also prohibits falsifying, forging or altering the origin of any email or text message in connection with the Company, and/or any products and services. IF YOU OR ANYONE YOU KNOW IS “SPAMMED” BY SOMEONE IN RELATION TO THE COMPANY’S SERVICES, PLEASE CONTACT US PROMPTLY SO THAT WE MAY TAKE APPROPRIATE ACTION.
11. DISCLAIMER. The content provided on the Website is intended for informational purposes only and is not intended to constitute an offer or solicitation. Company assumes no responsibility or liability for any actions taken as a result of using the Website, or for errors or omissions in the content of the Website.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. ALL USE OF THE WEBSITE AND SERVICES, ANY INFORMATION, CONTENT, PRODUCTS, OR SERVICES HEREIN CONTAINED OR PROVIDED AT OR OBTAINED FROM THE WEBSITE, AND ANY FUNCTIONALITY OR SOFTWARE OR PROGRAMMING CONTAINED OR PROVIDED AT THE WEBSITE OR SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, CONTENT, DATA, PRODUCTS OR SERVICES ON THE WEBSITE OR THE UNINTERRUPTED ACCESS PROVIDED TO OR IN CONNECTION WITH THE WEBSITE.
ALTHOUGH COMPANY ATTEMPTS TO PROVIDE YOU WITH ACCURATE INFORMATION, THE WEBSITE INTENDED TO BE FOR INFORMATIONAL PURPOSES ONLY. PRODUCT AND OTHER INFORMATION, INCLUDING PRICING, AVAILABILITY, AND OTHER INFORMATION MADE AVAILABLE ON THE WEBSITE ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU AND MAY NOT BE ACCURATE, COMPLETE, CURRENT OR RELIABLE.
COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT (1) THE WEBSITE OR SERVICES WILL MEET YOUR EXPECTATIONS, (2) THE WEBSITE CONTAINS ACCURATE, COMPLETE, CURRENT, ADEQUATE, USEFUL, CORRECT, TIMELY OR RELIABLE INFORMATION, (3) COMPANY WILL UPDATE THE INFORMATION ON THE WEBSITE, (4) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE (5) ANY ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR (6) THAT THE WEBSITE IS SECURE, FREE FROM BUGS, VIRUSES, ERRORS, HARMFUL COMPONENTS OR OTHER ISSUES OR LIMITATIONS.
YOUR USE OF THE WEBSITE, PRODUCTS AND SERVICES ARE AT YOUR OWN RISK. WE EXPECT THAT YOU WILL USE CAUTION AND COMMON SENSE WHEN USING THE WEBSITE AND SERVICES.
FURTHER, WITHOUT LIMITING THE FOREGOING, ALL INFORMATION PROVIDED ON THE WEBSITE IS WITHOUT WARRANTY AS TO ITS COMPLETENESS, TIMELINESS, ACCURACY, SUITABILITY OR AUTHENTICITY. YOU SHOULD CONDUCT YOUR OWN DUE DILIGENCE AS TO THE TRUTH, ACCURACY, COMPLETENESS, AND CONTINUING VALIDITY OF ANY INFORMATION SET FORTH IN OR REFERENCED ON THE WEBSITE. LIKEWISE, COMPANY DOES NOT WARRANT THE ACCURACY OF ANY THIRD PARTY CONTENT CONTAINED WITHIN OR REFERRED TO ON THE WEBSITE, INCLUDING ANY LINKS TO THIRD PARTY WEBSITES. COMPANY IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY IN WHOLE OR IN PART TO YOU. IN THAT EVENT, EXCEPT AS PROHIBITED BY LAW, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE YOU FIRST ACCESS THE WEBSITE.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
THIS DISCLAIMER OF WARRANTIES AND LIABILITIES APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORDS OR SERVICES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
12. LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, YOU AGREE THAT COMPANY AND ITS AGENTS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, VENDORS, ATTORNEYS OR AFFILIATES MAY NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, GENERAL, COMPENSATORY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA, BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE WEBSITE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE; OR (3) ANY OTHER MATTER RELATING TO THE WEBSITE, AND WITHOUT REGARD TO WHETHER SUCH DAMAGES, OR CLAIMS OF DAMAGES ARISE BASED IN CONTRACT, TORT OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. HOWEVER, IN THE EVENT THAT ANY OF THE ABOVE LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, COMPANY’S CUMULATIVE, AGGREGATE AND MAXIMUM LIABILITY FOR ANY CLAIMS SHALL NOT EXCEED $100. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO, THAT THE PARTIES HAVE RELIED UPON SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, AND THAT ABSENT SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
13. INDEMNIFICATION. IN THE EVENT YOU HAVE A DISPUTE WITH ONE OR MORE USERS OF THE WEBSITE OR SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY DISPUTE REGARDING ANY TRANSACTION OR USER GENERATED CONTENT) OR ANY THIRD PARTY WEBSITE THAT MAY BE LINKED TO OR OTHERWISE INTERACT WITH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY SOCIAL MEDIA SITE, YOU HEREBY AGREE TO RELEASE AND FOREVER DISCHARGE COMPANY AND ITS AGENTS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SUPPLIERS, VENDORS, ATTORNEYS AND AFFILIATES (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ANY AND ALL RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE WEBSITE AND/OR SERVICES, TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU FURTHER AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, TO THE FULLEST EXTENT PERMITTED BY LAW, RELEASED PARTIES FROM AND AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, UNLAWFUL USE OR OTHER MISUSE, OR INABILITY TO USE THE WEBSITE OR SERVICES, YOUR BREACH OF THESE TERMS, OR OTHERWISE RELATING TO THE BUSINESS WE CONDUCT ON THE WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY POTENTIAL OR ACTUAL COMMUNICATION, TRANSACTION OR DISPUTE BETWEEN YOU AND ANY OTHER THIRD PARTY), ANY CONTENT POSTED BY YOU OR ON YOUR BEHALF TO THE WEBSITE, ANY USE OF ANY SERVICE PROVIDED BY A THIRD PARTY PROVIDER, OR ANY USE OF A SERVICE OFFERED BY US THAT INTERACTS WITH A THIRD PARTY WEBSITE, INCLUDING ANY SOCIAL MEDIA SITE. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU SHALL NOT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT. THIS SECTION SURVIVES TERMINATION OF THESE TERMS.
14. FORCE MAJEURE. We shall be not held liable for any delay or failure in performance of any part of these Terms from any cause beyond our control and without our fault or negligence, such as acts of God, pandemic, acts of civil or military authority, current laws and regulations and changes thereto, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, acts of hackers and other illegal activities of third parties, inability to secure products or services of other persons or transportation facilities, acts or omissions of transportation or telecommunications common carriers, or acts, omissions, overloading, or slow-downs over the internet or any third party internet service providers.
15. RECORDS. Except to the extent required by applicable law and as set forth in the Privacy Policy, Company has no obligation to store, maintain or provide to you any information that you provide to Company.
16. DISCLOSURES. Company reserves the right to disclose any information, including personally identifiable information about you, as necessary to satisfy any applicable law, regulation, legal process or governmental request. Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone publishing or otherwise making available any materials that are believed to violate this Agreement.
BY ACCEPTING THESE TERMS YOU WAIVE ALL RIGHTS AND AGREE TO HOLD COMPANY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.
17. GOVERNING LAW. This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware without regard to any conflict of laws principles.
18. DISPUTE RESOLUTION/ARBITRATION AGREEMENT. You and Company agree to resolve any disputes between us in accordance with this Section 18 (“Arbitration Agreement”). If you have any dispute with Company, please contact the Company using the contact information provided herein. We will do our best to address your concerns and we will attempt to resolve any disputes with you amicably. Except as provided herein, you and the Company agree that we will resolve any disputes between us that we cannot resolve as provided above through binding and final arbitration instead of through court proceedings. All controversies, claims, counterclaims, or other disputes arising between you and the Company relating to the Services or this Agreement (each a “Claim”) shall be submitted for binding arbitration in accordance with the rules of JAMS (“JAMS”). If JAMS is not available to arbitrate, the parties shall select an alternative dispute resolution provider (“ADR Provider”) and the rules of such provider shall govern all aspects of the arbitration. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. For any claim where the total amount of the award sought is $10,000 or less, the JAMS (or ADR Provider, as applicable), you and the Company must abide by the following rules: (a) the arbitration will be conducted solely based on written submissions; and (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the JAMS rules (or ADR Provider rules, as applicable), and the parties will attempt to agree on a mutually convenient location for the hearing. If the parties cannot agree on a location for the hearing within thirty (30) days of their initial discussion, the hearing will take place in Arlington, Virginia. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Company will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. This arbitration agreement does not preclude you from seeking action by federal, state, or local government agencies. You and the Company also have the right to bring qualifying claims in small claims court. In addition, you and the Company retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement. Neither you nor the Company may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or the Company’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. If any provision of this Arbitration Agreement is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Arbitration Agreement shall continue in full force and effect. No waiver of any provision of this Arbitration Agreement will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Agreement. This Arbitration Agreement will survive the termination of your relationship with the Company. THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION OR TO HAVE A TRIAL BY JURY, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM AND THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN JAMS RULES OR THE RULES OF THE ADR PROVIDER.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following e-mail address: privacy@BuildWithin.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Company account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
19. TERMINATION. We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate this Agreement or your access to the Services, and (b) deactivate or cancel any Account you may create through your use of the Services. To the extent you have created an Account, you may cancel your Account at any time by contacting us at the address provided below. Please note that if your Account is cancelled, we do not have any obligation to delete or return to you any of Your Materials that you have posted to the Services, including, but not limited to, any reviews or feedback.
20. WAIVER. No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. The terms and conditions of this Agreement may be waived or amended only in writing and only by the party that is entitled to the benefits of the term(s) or condition(s) being waived or amended. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
21. UNENFORCEABILITY. If any provision of this Agreement or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then such provision or portion thereof shall be modified or deleted in such manner as to render this Agreement as modified legal and enforceable to the maximum extent permitted under applicable laws.
22. AUTHORITY. The party entering into this Agreement hereby acknowledges, represents and warrants that he or she is expressly and duly authorized to enter into this Agreement and to legally bind said party to this Agreement.
23. ASSIGNMENT. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.
24. THIRD-PARTY BENEFICIARY. This Agreement is not intended to confer any rights or remedies upon any person other than the parties.
25. MODIFICATIONS TO THE WEBSITE OR SERVICES. Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Website and/or Services (or any part thereof) with or without notice in our sole discretion. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website and/or Services.
26. CHANGES TO TERMS OF USE. As Company’s business changes from time to time, these Terms of Use are expected to change. Company reserves the right to amend these Terms of Use at any time as provided herein. You should check the Website frequently to see the current Terms of Use in effect and any changes that may have been made to it. Your use of the Website is subject to these Terms of Use and Privacy Policy in effect at the most recent time of use. The provisions contained herein supersede all previous notices or statements regarding the Terms or use of the Website.
27. NOTICES. You may contact us at the address, email address and phone number listed below:
BuildWithin Inc.
900 19th street
Washington, DC 20009
1888-598-8508
Privacy@BuildWithin.com
PLEASE CHECK BACK FREQUENTLY FOR ANY CHANGES TO THIS AGREEMENT.
Last Updated: 7/28/2023
