|
PROJECTGRID.COM - "COLLABORATOR" USER AGREEMENT
IMPORTANT: PROJECTGRID.COM, and all software and documentation
relating thereto, together with all components thereof (collectively,
"PROJECTGRID.COM") is protected by United States copyright, patent,
trademark and other applicable laws and international treaty provisions.
Your right to use PROJECTGRID.COM is limited by the terms and conditions of
this User Agreement, below, and is expressly conditioned upon your reading,
understanding, and agreeing to the License and Terms of Service Agreement,
below in its entirety before downloading and/or using PROJECTGRID.COM.
AT THE END OF THIS USER AGREEMENT, YOU WILL BE ASKED TO ACCEPT OR REJECT
THE TERMS. AGREEMENT TO ALL TERMS OF THE USER AGREEMENT IS REQUIRED TO BE AN
AUTHORIZED USER OF PROJECTGRID.COM. You may also be subject to additional
terms and conditions that apply when you use affiliate services, third party
content, software or other services accessible through PROJECTGRID.COM.
"COLLABORATOR" USER AGREEMENT AND TERMS OF SERVICE
- REGISTRATION, REGISTRATION OF COLLABORATORS.
- Registration. You have been invited to join PROJECTGRID.COM's service
as a "Collaborator" with limited access as has been defined by
your Project Administrator/Owner User ("PA/O User). In order to
complete your subscription, you must submit a complete registration form as
identifying yourself as a Collaborator User ("Collaborator") for
the Project to which you have been invited to subscribe by your Project
Administrator/Owner User ("PA/O User"). By submitting a
registration form, you represent and warrant (a) that you are 18 years of
age or over; (b) that PA/O User is either a sole proprietorship or that you
are an authorized agent of PA/O User with full authority to sign for and
bind the PA/O User; and (c) the information on the registration form is
current, complete and accurate. Collaborator must update that registration
information to ensure that it continues to be current, complete and
accurate. PROJECTGRID.COM may accept or reject the registration form/request
to be a Collaborator to PROJECTGRID.COM. PA/O User may rescind your
subscription to be a Collaborator at any time.
- Registration of Collaborators. PROJECTGRID.COM provides a service for
the collaboration on projects via the Internet. The
PA/O User may identify and invite "Collaborators" to join
PROJECTGRID.COM . This invitation to join PROJECTGRID.COM generates a user
id and password for the Collaborator if the Collaborator is not already a
member of PROJECTGRID.COM. The Collaborator receives limited access to the
Project as defined by the PA/O User. The Collaborator is granted the
permission to add/change information about themselves or their organization
and to add users to their organizations
- FEES, PAYMENT, TERM
- Fees. Collaborator's right to use PROJECTGRID.COM is subject to PA/O
User's payment of PROJECTGRID.COM's monthly fees. (ProjectGrid.com/fees/index.cgi)
Fees are due and payable before PROJECTGRID.COM is used by
PA/O User. If PROJECTGRID.COM does not receive full payment of PA/O User's
account balance within thirty (30) days of the date the account statement is
made available to PA/O User, an additional 1.5% (or the highest amount
permitted by law, whichever is lower) per month late charge may be added to
PA/O User's bill and will be immediately due and payable. PA/O User also
agrees to be liable for all attorneys' fees, costs and/or disbursements
incurred by PROJECTGRID.COM relating to the collection of PA/O User's unpaid
account. The charges contained on PA/O User's account statement will be
deemed acceptable by PA/O User unless PA/O User notifies PROJECTGRID.COM of
any billing discrepancy within sixty (60) days after they first appear on
the account statement. PA/O User also agrees to timely pay for: (i) any
purchases made or facilitated through PROJECTGRID.COM; and (ii) any
communications charges or other fees incurred in connection with the use of
PROJECTGRID.COM, including, without limitation, all charges and surcharges
relating to telephone and computer equipment, communications links, connect
time costs, and internet service provider fees.
- Term : This Agreement is effective as of the date Collaborator
receives a user name or password authorizing access to PROJECTGRID.COM, and
this Agreement continues in force and effect until terminated by PA/O User
and/or is terminated by PROJECTGRID.COM in the event of Collaborator's
violation of any provision of this agreement.
- USES OF PROJECTGRID.COM
- Access and Permitted Uses: Collaborator's access to PROJECTGRID.COM
shall be through an authorized user name and password received upon
registration. (Both of these may be changed by Collaborator at any time.)
Collaborator agrees to maintain the confidentiality of any user name and
password, and agrees to notify PROJECTGRID.COM Customer Service immediately
in the event that there is a breach of the confidentiality of such user
name/password, or any other such breach of security through Collaborator's
account.
Permitted Uses. Collaborator may use PROJECTGRID.COM in accordance with
this Agreement and such other "Acceptable Use Policies" as may be
posted upon PROJECTGRID.COM. Collaborator's use shall be limited to
business purposes. "Services" means the features and functions
provided by PROJECTGRID.COM. Although subject to access rights granted by
Collaborator's PA/O User, representative features and functions made
available on PROJECTGRID.COM include: document management, revision
control, commenting and redlining, photo logging, contract management, RFI
handling, project scheduling, pay application tracking, and change order
tracking. ProjectGrid.com may add, modify, change, upgrade or downgrade
the foregoing features available at ProjectGrid's discretion., with or
without prior notice to PA/O users. In addition, PA/O User may limit
and/or change the features available to invited Collaborators.
- Availability of PROJECTGRID.COM. Collaborator understands and
acknowledges that PROJECTGRID.COM may periodically update its service and
that those modifications may create substantial differences in how
PROJECTGRID.COM operates or the features that it offers. PROJECTGRID.COM
will use reasonable efforts to determine the source of any outage or
unavailability of PROJECTGRID.COM, however, Collaborator understands that
the availability of PROJECTGRID.COM depends on many factors, including
Collaborator's connection to the Internet, the availability of the Internet
and the Internet backbone, and equipment that by its nature is not fault
tolerant.
- PROHIBITED USES
- Specific Prohibitions. Collaborator may not use, nor allow any
others to use PROJECTGRID.COM either directly or indirectly, to make,
create, solicit, transmit, upload, or publish any comment, request,
suggestion, proposal, image, data file, or other communication which: (i)
is, or is likely to be perceived by an intended recipient or target to be,
obscene, lewd, lascivious, filthy, or indecent, with intent to annoy, abuse,
threaten, stalk, or harass another person; (ii) harms minors in any way;
(iii) involves the collection of personal data about other users; (iv)
promotes or provides instructional information about illegal, harmful or
violent activities; (v) violates any rights of others, including but not
limited to, infringement of any proprietary rights, copyrights, trademarks,
patents, or trade secrets; (vi) uploads, posts, or transmit any content that
Collaborator does not have a right to transmit under any law or under
contractual or fiduciary relationships (such as inside information,
proprietary and confidential information learned or disclosed as part of
employment relationships or under nondisclosure agreements); (vii) libels,
defames or slanders any person, or infringes upon any person's privacy
rights; (viii) contains or embodies any computer virus, harmful component
or corrupted data; (ix) adversely affects the performance or availability of
PROJECTGRID.COM for any PROJECTGRID.COM user(s); (x) impersonates any
person or entity, including without limitation PROJECTGRID.COM personnel or
falsely state or otherwise misrepresent your affiliation with a person or
entity; (xi) violates any applicable local, state, national, international
or foreign law, including, but not limited to, laws relating to the export
of prohibited or restricted information to foreign nationals or nations as
set forth in the rules and regulations of the United States Department of
State and the United States Department of Commerce (xii) violates any
regulations promulgated by the U.S. Securities and Exchange Commission
(SEC), any rules of any national or other securities exchange, (e.g. NYSE,
ASE, NASDAQ), and any other regulations having the force of law.; and (xiii)
uses your project hosting site or directory as storage for remote loading or
as a door or signpost to another home page, whether inside or beyond
PROJECTGRID.COM.
In addition, Collaborator may not use PROJECTGRID.COM to send unsolicited
advertising or promotional materials (including, without limitation, "spam"
or bulk e-mail) without the prior express written consent of
PROJECTGRID.COM.
Collaborator's access/use may be subject to termination for violation of
any of these provisions.
- No Reverse Engineering or Alteration. Collaborator may not modify,
translate, reverse engineer, decompile, or disassemble PROJECTGRID.COM, or
any component thereof (including, but not limited to, any third party
content or services contained in PROJECTGRID.COM), or remove any proprietary
notices or labels contained in PROJECTGRID.COM or permit any other party to
do so. All applicable rights to patents, copyrights, trademarks and trade
secrets contained in PROJECTGRID.COM and any modifications to them are, and
shall remain, the property of PROJECTGRID.COM or its third party content
and/or service providers, as the case may be.
- Right to Disable Access. If PROJECTGRID.COM learns of any posted
information that may be libelous, obscene, violent, scandalous, defamatory
or otherwise unacceptable, undesirable or objectionable or that may be a
violation of any law, regulation, or rights of a third party, including, but
not limited to, rights under the copyright law and prohibitions on libel,
slander and invasion of privacy, then PROJECTGRID.COM has the right, but not
the obligation, to remove or disable access to that information. For
information that Collaborator reasonably deems to be in violation of law,
PROJECTGRID.COM shall remove such information upon Collaborator's reasonable
request. Collaborator acknowledges that PROJECTGRID.COM shall not be liable
to Collaborator for any action PROJECTGRID.COM takes, or fails to take, to
remove or to disable or restrict such access.
- ACCESS TO THIRD-PARTY CONTENT.
PROJECTGRID.COM may provide its users with the ability to access, and in
some instances purchase, goods and services provided by third-parties.
Collaborators will find that purchases of third-party goods and/or services
will often be governed by their own separate terms and conditions, which
should be reviewed prior to making any purchase. PROJECTGRID.COM does not
warrant or guarantee the quality of content, products or service made
available by third-parties through PROJECTGRID.COM.
- USE OF DATA.
PROJECTGRID.COM does not market or sell any personally identifiable
information to any third party. Notwithstanding PROJECTGRID.COM's policies
concerning use of personally identifiable data, Collaborator agrees that
PROJECTGRID.COM shall nonetheless have the right to maintain and use such
information and other data and records pertaining to Collaborator and other
users of Collaborator in the internal operation, administration and
management of PROJECTGRID.COM and may provide such information to its
affiliates (co-branded sites), or to the courts, law enforcement agencies or
others involved in prosecuting claims or investigations for conduct or
conditions alleged or believed to be illegal or to violate or threaten the
rights of any person.
Nothing in this Section shall be construed to limit PROJECTGRID.COM's use
of, or rights in, other information not covered by the terms of this
Section.
- MODIFICATION OF TERMS; TERMINATION, CANCELLATION, AND SUSPENSION.
- Modification of Terms. PROJECTGRID.COM frequently updates, modifies,
and otherwise continually seeks to improve PROJECTGRID.COM.
PROJECTGRID.COM retains the unilateral right to modify the terms of this
Agreement and to change or discontinue any aspect or feature of
PROJECTGRID.COM as it deems reasonably necessary. Such changes shall be
effective immediately upon posting of such addition, change, or deletion.
Any use by Collaborator of PROJECTGRID.COM after any such change has been
posted shall constitute Collaborator's acceptance of any such changes. If
Collaborator does not agree with any such changes, Collaborator may cancel
PROJECTGRID.COM in accordance with the procedures for cancellation set forth
in this Agreement. Collaborator acknowledges and agrees that it is
Collaborator's responsibility to review this Agreement from time to time
and to be aware of any such changes. The current version of this Agreement
may be obtained by calling a PROJECTGRID.COM customer service
representative and may also be posted at ProjectGrid.com/Agreement.cgi.
- Termination, Cancellation and/or Suspension by PROJECTGRID.COM. This
Agreement may be terminated, cancelled and/or suspended by PROJECTGRID.COM
at any time if, in PROJECTGRID.COM's sole determination, Collaborator or any
of PA/O User's Collaborators has/have breached these terms of service. Such
termination, cancellation and/or suspension by PROJECTGRID.COM shall be
effective immediately upon notification to PA/O User in any reasonable
manner, including but not limited to, notification by e-mail. Upon, during,
and/or after any such breach, PROJECTGRID.COM may elect to suspend,
terminate and/or cancel this Agreement and/or recover any and all damages
arising from or relating to the event(s) giving rise to the suspension,
termination or cancellation.
- Termination or Cancellation by PA/O User. PA/O User is free to
terminate this Agreement upon thirty days written notice to
PROJECTGRID.COM.
- Obligations Upon Termination and/or Cancellation. Upon any
termination, cancellation and/or suspension of this Agreement, PA/O User is
responsible for any obligations then accrued including, but not limited to,
payment of any costs or charges that may arise in connection with such
termination, cancellation and/or suspension, and payment of all monthly
subscription and storage fees through the entire billing month in which said
termination, cancellation and/or suspension occurs. In the event that PA/O
User has agreed to a fix term of service, PA/O User will be responsible for
the unpaid fees for the remaining months of the term. PA/O User's payment
and other obligations under this Agreement are not suspended, stayed, or
otherwise affected by a suspension of access to or use of PROJECTGRID.COM
(in whole or in part) where said suspension arises from PA/O User's (or PA/O
User's Collaborators') failure to comply with, or a violation of, the terms
of this Agreement or of any law or legal obligation. Upon termination and/or
cancellation, for any reason, PA/O User agrees to immediately cease using
PROJECTGRID.COM and to notify all its Collaborators to cease their use.
PROJECTGRID.COM shall have no obligation to PA/O User and/or its
Collaborators after any termination or cancellation of this Agreement.
- NO WARRANTIES OR LIABILITIES.
- PA/O USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT PA/O USER IS USING
PROJECTGRID.COM AND THE INTERNET AT PA/O USER'S OWN RISK AND THAT
PROJECTGRID.COM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY
WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. PROJECTGRID.COM
AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ACCURACY,
RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A
PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR
REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING
BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED
THEREIN OR PROVIDED BY THE SERVICE. NO ORAL ADVICE OR WRITTEN INFORMATION
GIVEN BY PROJECTGRID.COM, ITS EMPLOYEES OR REPRESENTATIVES, WILL CREATE A
WARRANTY, AND RELIANCE UPON SUCH WILL BE AT SUBSCRIBER'S OWN RISK.
- PROJECTGRID.COM DOES NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICE
WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS
OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED
ON THE SERVICE. PROJECTGRID.COM WILL USE COMMERCIALLY REASONABLE EFFORTS
TO MAKE ACCESS TO THE SERVICE AVAILABLE TO YOU THROUGH THE REQUIRED ACCESS
PROTOCOLS, BUT MAKES NO WARRANTY OR GUARANTEE THAT PA/O USER WILL BE ABLE TO
ACCESS PROJECTGRID.COM AT ANY PARTICULAR TIME OR ANY PARTICULAR LOCATION.
- PROJECTGRID.COM IS NOT UNDERTAKING TO PERFORM CONSTRUCTION,
ARCHITECTURAL, ENGINEERING, ACCOUNTING, LEGAL OR OTHER PROFESSIONAL SERVICE
OR ADVICE.
- ADDITIONAL LIMITATIONS. Without limiting the generality of the terms
set forth in Section VII(A), PROJECTGRID.COM and its affiliates, agents,
content providers, service providers, and licensors:
- SHALL IN NO EVENT BE LIABLE TO PA/O USER, PA/O USER'S COLLABORATORS,
OR ANYONE ELSE FOR ANY INACCURACY, ERROR OR OMISSION IN, OR LOSS, INJURY OR
DAMAGE CAUSED IN WHOLE OR IN PART BY FAILURES, DELAYS OR INTERRUPTIONS, OR
VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM PROJECTGRID.COM GENERALLY, AND
ANY CONTENT OR SERVICES CONTAINED THEREIN;
- SHALL UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, BE LIABLE TO
PA/O USER, PA/O USER'S COLLABORATORS, OR ANYONE ELSE FOR ANY LOSS OF
BUSINESS, LOSS OF USE, LOST PROFIT, LOSS OF DATA OR ANY OTHER INDIRECT,
INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR SPECIAL
DAMAGES ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY MANNER TO THE USE
OR INABILITY TO USE PROJECTGRID.COM GENERALLY, AND ANY CONTENT OR SERVICES
CONTAINED THEREIN, INCLUDING ANY INACCURACIES OR OMISSIONS IN THE
INFORMATION AVAILABLE AS PART OF PROJECTGRID.COM. THE FOREGOING LIMITATION
APPLIES WHETHER OR NOT PROJECTGRID HAS BEEN INFORMED OF THE POSSIBLITY OF
SUCH DAMAGES. WITHOUT IN ANY WAY LIMITING THE FOREGOING, PROJECTGRID.COM
SHALL IN NO EVENT HAVE (IN THE AGGREGATE) ANY LIABILITY WHATSOEVER IN
CONNECTION WITH THIS AGREEMENT IN EXCESS OF AN AMOUNT EQUAL TO TWO TIMES THE
LOWEST MONTHLY SUBSCRIPTION FEE FOR PA/O USER'S PROJECTGRID.COM ACCOUNT IN
EFFECT FOR THE MONTHLY BILLING PERIOD IMMEDIATELY PRECEDING THE DATE OF THE
FIRST CLAIM MADE BY PA/O USER ALLEGING LIABILITY.
- PA/O USER ACKNOWLEDGES THAT THE PRICING REFLECTED IN THIS
AGREEMENT IS BASED ON THE ABOVE LIMITATIONS, AND THAT THE LIMITATIONS IN
THIS SECTION REPRESENT A REASONABLE ALLOCATION OF RISK FOR THE PARTIES.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES
OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, PROJECTGRID.COM'S
LIABILITY (AND THE LIABILITY OF ITS AFFILIATES, AGENTS, CONTENT PROVIDERS
AND SERVICE PROVIDERS) SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW.
- THIRD PARTY BENEFICIARIES.
Notwithstanding anything to the contrary contained herein, the provisions
for "No Warranties and Liabilities" set forth in Section VII herein are for
the sole benefit of PROJECTGRID.COM and its affiliates, agents, content
providers and service providers and each shall have the right to assert and
enforce such provisions directly on its own behalf.
- INDEMNIFICATION.
PA/O User agrees to indemnify, hold harmless, and defend PROJECTGRID.COM,
and its affiliates, agents, content providers, service providers, and
contractors against any and all claims, including third party claims,
liabilities, damages, costs and expenses (including, but not limited to,
consequential damages, incidental damages, special damages, attorneys' fees
and disbursements) arising from or relating to the use of PROJECTGRID.COM
by PA/O User and/or any of its Collaborators, in any manner which violates
the terms of this Agreement or otherwise violates any law, rule, or
regulation.
- COPYRIGHT COMPLAINTS
PROJECTGRID.COM respects the intellectual property of others, and expects
its users to do the same. PROJECTGRID.COM may, in appropriate circumstances
and at its discretion, terminate the access of PA/O Users, Collaborators,
and/or other account holders or users who infringe the copyrights of others.
If you believe that your work has been copied and is accessible on
PROJECTGRID.COM in a way that constitutes copyright infringement, or that
the PROJECTGRID.COM contains links or other references to another online
location that infringes your copyright rights, you may notify
PROJECTGRID.COM by providing PROJECTGRID.COM's copyright agent the
information required by the Online Copyright Infringment Liability
Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. Section
512. PROJECTGRID.COM's agent for notice of claims of copyright
infringement on or regarding this Web site can be reached as follows:
By mail:
** 6350 Presidential Gateway
Columbus, OH 43231
By telephone:
(614) 823-4949
- JURISDICTION
This Agreement shall be governed by the laws of the State of Ohio,
without reference to conflict of laws principles. Any dispute concerning
this Agreement, or any matter related in any manner to this Agreement, shall
be subject to the exclusive jurisdiction of the federal and/or state courts
located in Franklin County, Ohio. In addition, PA/O User agrees to submit
to the personal jurisdiction and venue of such courts.
- MISCELLANEOUS PROVISIONS
This Agreement, together with any additional online documents
specifically referred to herein, is the entire Agreement between
PROJECTGRID.COM and PA/O User and supersedes any other communications,
proposals or advertising with respect to PROJECTGRID.COM.
If any provision of this Agreement is held to be unenforceable, that
provision shall be enforced to the maximum extent permissible so as to give
effect to the intent of the parties, and the remainder of this Agreement
shall continue in full force and effect.
PROJECTGRID.COM will not be liable in any amount for failure to perform
any obligation under this Agreement if the cause of such failure is beyond
the reasonable control of PROJECTGRID.COM, including without limitation,
outages of the Internet or connections thereto, denial of service outages,
communications outages, earthquake, fire, flood, war, act of God or any acts
of governmental bodies or authorities.
PA/O User agrees to comply with all United States, foreign and local laws
and regulations which apply to PA/O User's use of PROJECTGRID.COM including,
without limitation, export control laws and regulations. In addition to the
foregoing, and in addition to any restrictions disclosed to PA/O User in the
PROJECTGRID.COM sign-up process, PA/O User agrees that PROJECTGRID.COM or
underlying information or technology (or any component thereof) may not be
downloaded or otherwise exported or reexported (i) into (or to a national or
resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other
country to which the United States has embargoed goods; or (ii) to anyone on
the United States Treasury Department's list of Specially Designated
Nationals or the United States Commerce Department's Table of Denial Orders.
By using PROJECTGRID.COM, PA/O User agrees to the foregoing and represents
and warrants that PA/O User is not located in, under the control of, or a
national or resident of any such country or on any such list. In addition,
PA/O User is responsible for complying with any local laws in PA/O User's
jurisdiction that may impact PA/O User's right to use PROJECTGRID.COM.
- ACCEPTANCE OF TERMS
If you agree to and accept the terms of this Agreement, and you are at
least eighteen (18) years of age, and (if applicable) an authorized agent
for the corporate entity, click on the "Sign Up" button which appears on the
screen immediately belowt the link to this Agreement. If you do not accept the terms of
this Agreement, or are not at least eighteen (18) years of age, or an
authorized agent, do not click on the "Sign Up" button which appears on the screen
immediately below the link to this Agreement.
|
