September 13, 2021
I. Scope of Services
The term of this Agreement commences on the date set forth on the applicable Order Form (the "Effective Date") and continues thereafter for a period of one month (the "Initial Term"), unless sooner terminated as provided in this Agreement.
At the end of the Initial Term, this Agreement will automatically renew for an additional one-month period unless either party gives the other party written notice of its intent not to renew at least 10 days before the expiration of the Initial Term (the "Renewal Term," and collectively with the "Initial Term," the "Term").
All sales are final. All prices and billing is in US Dollars. CoConstruct has no obligation to provide the Service until payment has been received, as well as any and all finance charges related to that payment. In certain states or countries, Contractor may be obligated to report and pay a use tax or a goods and services tax on charges from CoConstruct. Contractor shall be responsible for all such taxes. Fees and expenses due from Contractor under this Agreement may not be withheld or offset by Contractor against other amounts for any reason.
If Contractor prepays all fees owed to CoConstruct for a 12 month Term at a $199 USD monthly rate or higher, Contractor shall be entitled to deduct ten percent (10%) from the list price of the subscription, excluding shipping, handling, and tax (the "Early Payment Discount"). The Early Payment Discount only applies to the subscription fee and does not apply to amounts due for other products and services listed on the invoice. If Contractor receives the Early Payment Discount during the Initial Term, Contractor agrees to prepay all fees owed to CoConstruct, and CoConstruct agrees to provide the Early Payment Discount, for each Renewal Term unless Contractor gives CoConstruct written notice of its intent not to prepay fees at least 10 days before the expiration of the then-current term. CoConstruct acknowledges that any such payment after deducting the Early Payment Discount constitutes payment in full of the invoiced amount.
Unless otherwise agreed in writing by the parties hereunder, if the Initial Term is renewed for any Renewal Terms, pricing shall be determined by the list rates in effect on the first date of the applicable Renewal Term, regardless of whether the Initial Term was subject to a promotion.
IV. Use Restrictions
Contractor shall not: (a) attempt to decrypt, reverse engineer, disassemble, decompile, or otherwise attempt to discern, discover, copy, or disclose the source code, algorithms, processes, or ideas supporting the Services; (b) modify, frame, link to, translate, or create any derivative works of the Services; (c) remove or alter any CoConstruct trademark, logo, copyright or other proprietary notice, legend, symbol from the Services; or (d) use the Services in any way not expressly provided for in this Agreement, including creating fictitious users to enter misleading data. CoConstruct is only licensing the Services to Contractor per the Terms of Service and this Agreement. Contractor shall not resell, relicense, rebrand, or otherwise provide access to CoConstruct's Services to any other company or individual except as set out in Section 14 below.
V. Limited License Grant
Subject to the terms and conditions of this Agreement, Contractor grants to CoConstruct a limited, royalty-free, fully paid-up, non-exclusive, non-transferable license to process, copy, store, record, transmit, display, view, print or otherwise use Contractor Data for any of the following purposes: (a) to provide Services to Contractor; (b) for CoConstruct's usage provided that CoConstruct has rendered such Contractor Data anonymous; or (c) as necessary to monitor and improve the Services. "Contractor Data" means any data, information or other materials of any nature whatsoever provided to CoConstruct and/or used by Contractor in the course of implementing and/or using the Services.
Contractor may request to upgrade or downgrade the level of Services during the Term by submitting a request to CoConstruct in writing. If Contractor chooses to upgrade the level of Services during the Term, pricing for the upgraded Services shall be pro-rated through the then-current invoice period and term. If Contractor downgrades the level of Services during the Term, then a new one-month term and invoice period will begin on the date CoConstruct implements the downgrade and credits for the unused, prepaid fees will be applied for the pro-rated invoice period. For example, if the original Effective Date was June 1, 2019, and CoConstruct implements a downgrade in the level of Services on June 15, 2019, pursuant to Contractor's written request, then the new Effective Date starting the new one-month term and invoice period will be June 15, 2019. If Contractor chooses to change the number of projects during the Term, Contractor shall provide CoConstruct with ten days' prior notice in writing or through an in-app option to make a change, if available. Pricing for increases in the number of projects shall be pro-rated through the then-current invoice period and term. For decreases in the number of projects, the number of available projects shall change immediately, and pricing will be effective at the start of the next invoice period. No downgrades of the level of Services or decreases to the number of projects are permissible or accepted where Contractor received an Early Payment Discount.
Cancellation of Service. If not otherwise specified in another signed agreement between the parties hereunder or on an invoice, the Service for each project will be active and accessible by Contractor until the earlier of any of the following: Contractor changes the status of the project in the system; Contractor ceases to pay any applicable fees; the Agreement is terminated; or the Service is cancelled.
For subscription plans permitting unlimited options, such as for storage or client logins, CoConstruct reserves the right to limit access, in its sole discretion, if Contractor is abusing the unlimited usage for non-customary uses or accessing the Services in a way that negatively affects CoConstruct's ability to provide service to others.
CoConstruct reserves the right to cancel the Service at any time, with or without Cause. If CoConstruct cancels the Service due to a material breach of this Agreement by Contractor or inappropriate use by Contractor ("Cause"), including, but not limited to, violating use restrictions as set forth in Section 4 above, then no refunds will be given. Unless CoConstruct cancels the Service with Cause, CoConstruct shall choose to either (a) allow Contractor to continue to use the system on previously purchased projects until 12 months from the date of cancellation notification for Contractor's normal monthly fee; or (b) refund Contractor's payments for work not completed on projects added in the last 12 months and close the account immediately.
For Services that include a one-month money back guarantee, excluding any Services initiated for RAMP™ subscriptions, and commencing on the Effective Date, Contractor may cancel the Service with written notice to CoConstruct within one month of the Effective Date and receive a refund by check or credit card (at CoConstruct's discretion) for the amount paid to CoConstruct for monthly, setup, branding, and project fees if Contractor has satisfied all of its obligations under this Agreement, the Terms of Service, and any other agreement between CoConstruct and Contractor, and Contractor is not satisfied for any reason (the "Guarantee"). The Guarantee starts on the Effective Date, and not on the date of first payment. The Guarantee, or any another other trial or promotion, shall only be redeemed one time per company. Other fees not listed above, including, but not limited to, CoCamp, CoCon, and on-site training, are excluded from the Guarantee and are not refundable.
The Service will remain active through the end of the time paid by the Contractor unless earlier terminated as provided herein. There are no refunds, except as specified in this Section. To terminate the Service, promotion, or trial period for any or all projects, contact CoConstruct in writing at email@example.com.
It is the responsibility of Contractor to contact CoConstruct for the cancellation of any logins, either for the Contractor or Contractor's designee.
VIII. Contractor's Content
Contractor is responsible for all content uploaded to the website by Contractor or Contractor designees. Contractor hereby warrants that neither Contractor nor Contractor designees shall upload any content to the website that is illegal, unethical, immoral or in violation of any laws, and CoConstruct reserves the right, in its sole discretion, to reject, remove or otherwise prohibit distribution of such content.
Contractor is responsible for updating, correcting, or amending data entered into CoConstruct. Requests to remove personal information on file with CoConstruct can be made by e-mail to firstname.lastname@example.org, to the extent that such requests do not conflict with CoConstruct's ability to provide the described Service to Contractor. Contractor must ensure that Contractor owns or has secured all rights necessary to copy, display, distribute, deliver, render and publicly perform all content uploaded to the website. For any personally identifiable information uploaded by Contractor, Contractor is responsible for obtaining any required consent from the affected individual(s).
Contractor acknowledges and agrees that CoConstruct may issue press releases or endorsements which reference Contractor or includes Contractor's logos or other marks or insignias.
During the Term and for a period of twelve months thereafter, Contractor shall not, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under this Agreement who is then in employment of CoConstruct. A general advertisement or similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as solicitation or inducement for the purposes of this Section and hiring of any such employee or independent contractor who freely responds thereto shall not be in breach of this Section.
XI. Disclaimer of Warranties
COCONSTRUCT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OR USE BY CONTRACTOR OR CONTRACTOR'S DESIGNEES. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
COCONSTRUCT IS NOT RESPONSIBLE FOR SERVICE INTERRUPTIONS AND TECHNICAL PROBLEMS. COCONSTRUCT DOES NOT PROVIDE TECHNICAL SUPPORT FOR CONTRACTOR-RELATED TECHNICAL ISSUES, E.G., FOR CONTRACTOR'S COMPUTER SYSTEMS AND INTERNET SERVICE PROBLEMS.
XII. Limitation of Liability
COCONSTRUCT'S ONLY OBLIGATION FOR SERVICE INTERRUPTIONS IT CAUSES IS TO RESTORE SERVICE AS SOON AS PRACTICABLE. IN ALL OTHER CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A LOSS OF DATA, COCONSTRUCT WILL ONLY BE OBLIGATED TO PAY ACTUAL DAMAGES, AND COCONSTRUCT'S LIABILITY PURSUANT TO ANY CLAIM, WHETHER CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO ONE MONTH OF THE SUBSCRIPTION FEE. COCONSTRUCT IS NOT RESPONSIBLE FOR THE LOSS OF INFORMATION POSTED ON ITS WEBSITE. USERS SHOULD TAKE STEPS TO PRESERVE CONTENT THROUGH OTHER MEANS IN CASE OF A LOSS. UNDER NO CIRCUMSTANCES SHALL COCONSTRUCT BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR THE OPERATION OR USE OF THE SERVICES INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CONTRACTOR BY ANY THIRD PERSON, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY COCONSTRUCT TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND COCONSTRUCT'S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST COCONSTRUCT MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.
Contractor agrees to indemnify, defend, and hold harmless CoConstruct and its subsidiaries, affiliates, and licensees from and against any claim, suit, damage, loss or expense (including attorneys' fees) arising directly or indirectly out of any breach of, or any allegation which if true would constitute a breach of, any of Contractor's agreements, obligations, representations, warranties or covenants contained in this Agreement, or Contractor's negligence or violation of any law or regulation.