BUILDCENTRIX TERMS OF SERVICE
Last updated: [November 25, 2021]
This Terms of Service (the “Terms of Service”) is entered into between you and Webduct Systems Inc., DBA BuildCentrix, (the “Company”) and governs access to Company’s online services (the “Service”).
BY EXECUTING AN ORDER FORM THAT REFERENCES THE TERMS OF SERVICE, CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE SERVICE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE.
IF YOU ARE AGREEING TO THE TERMS OF SERVICE ON BEHALF OF AN ORGANIZATION, “YOU” REFERS TO THAT ORGANIZATION.
SERVICE SCOPE; SUBSCRIPTION
- Service Scope; Subscription. The Service consists of a website, located at buildcentrix.com, including subdomains, containing: (1) general information about the Service and Company (“Public Site”); and (2) access to the BuildCentrix construction material requirements planning (MRP) cloud service (“BuildCentrix”). Company hereby grants you a limited, non-transferrable, subscription to access and use the Public Site and, either a trial or paid subscription to BuildCentrix, each subject to the Terms of Service (“Subscription”). A trial Subscription is provided solely for evaluation, and not for operational, purposes and may not contain the same functionality as a paid Subscription.
- Account. Access to your BuildCentrix Subscription requires a registered user account (“Account”) to be issued by BuildCentrix, which are issued at Company’s discretion. You shall use commercially reasonable efforts to manage and ensure the security, conﬁdentiality and authorized use of login information used to access your Account, which you are prohibited from sharing and, if you detect unauthorized access to or use of your Account, shall promptly notify Company of such unauthorized access or use.
PAID SUBSCRIBER TERMS
- Order Form. Each BuildCentrix paid Subscription requires you, as the paying customer, (“Customer”) to sign an Order Form in the form provided by BuildCentrix (“Order Form”). If you are agreeing to the Terms of Service on behalf of a Customer, you represent and warrant that you have authority to bind the Customer to the Terms of Service. BuildCentrix may be accessed by the number of user Accounts set forth on the Order Form. An Account user may be replaced with a different user, without adding a new Account, provided the replaced user no longer requires use of and has no further access to such Account. Customer and its associated Accounts are only permitted to access and use the Service in connection with the Customer named on the Order Form and cannot use the Service in connection with other organizations.
- Features. BuildCentrix features available to a Customer are based upon the modules selected by the Customer in the Order Form (“Features”). Features are subject to change upon 60 days’ notice, at Company’s sole discretion without compensation. However, if a material reduction in Features occurs (as determined by Company in good faith), Customer may terminate the Terms of Service and receive a prorated refund pursuant to section 5.2(d). The Features associated with each module are described on the Public Site, as updated on one or more occasions.
- Uptime. Company shall use commercially reasonable efforts to provide Customer access to BuildCentrix with 99.95% uptime (no more than 21.56 minutes, per month, of downtime due to the fault of Company), excluding planned downtime, which Company shall provide Customer prior notice of, or downtime caused by circumstances beyond Company’s reasonable control including but not limited to acts of God, acts of government, pandemic, epidemic, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or power, communication or Internet service provider failures or delays.
- Subscription Fees. Customer shall pay Company the Subscription fee, which varies based upon (but not limited to) the types and number of Accounts subscribed for by the Customer, as well as any additional fees and charges according to the Order Form, which may be one-time or recurring (altogether, the “Subscription Fee”). Company may increase the Subscription Fee each calendar year upon thirty (30) days’ notice. The number of Accounts may be increased by paying an additional fee or decreased but the Subscription Fee paid for decreased Accounts is nonrefundable. Additional Accounts are charged from the beginning of the month following that in which Accounts are added.
- Invoicing and Payment. The Subscription Fee is payable according to the Order Form or, if silent, in a manner acceptable to Company, including but not limited to cheque or wire transfer to an account designated by Company. Invoices are due in 30 days and, if overdue, incur interest at the rate of 0% per month (0% per annum), or the maximum rate permitted by law, whichever is lower.
- Taxes. The Subscription Fee excludes taxes, duties and charges, which Customer shall pay. If Company pays or collects taxes on Customer’s behalf it shall invoice Customer for the applicable amount, which Customer shall pay on the same terms as the Subscription Fee.
PRIVACY; USER DATA
TRAINING; SUPPORT; CUSTOM DEVELOPMENT
- Training. Company shall provide Customer with online Service training courses and, if requested by Customer and at an additional cost, on-site training (“Training”). Customer and Company shall mutually agree to the cost of and date, time and place at which Company shall provide such on-site Training. Customer is liable for travel and related expenses incurred by Company in connection with on-site Training, which shall be presented to Customer for approval prior to being incurred.
- Support. Company shall provide Customer with customer support as described on buildcentrix.com or the applicable Order Form (“Support”). Support may include email support and, if escalation is required, phone support. Company shall suspend provision of Support in the case of Customer’s non-payment of any outstanding amount, until remedied. Support does not include prioritized responses or Custom Development, which will be billed at Company’s then-in-effect Support rate.
- Prioritized Support; Custom Development. If Customer requests customization to the Service, Company shall determine in its sole discretion whether to undertake such customization and, if Company desires to proceed, provide Customer a work order (“Work Order”) containing an estimate of the time required to complete such customization and associated cost (“Custom Development”). Custom Development is subject to Customer’s acceptance of the Work Order and terms contained therein, as well as these Terms of Service. In the event of a conflict between a Work Order and these Terms of Service, the Terms of Service shall control.
SUBSCRIPTION TERM; TERMINATION
- Subscription Term. Your Subscription to: (1) BuildCentrix commences on and for the term outlined in the Order Form and, thereafter, automatically renews for the term specified in the Order Form; and (2) the Public Site begins on the date you access the Service, and continues until terminated (the “Term”).
- Subscription Termination. Notwithstanding anything contained in an Order Form, the Subscription terminates upon the earliest of:
- your failure to timely pay any amount due and owing and failure to remedy non-payment within ten (10) days after receipt of notice;
- your non-compliance with the Terms of Service, including non-compliance of any a Customer Account user with the Terms of Service, and failure to remedy such non-compliance within thirty (30) days after receiving notice;
- at Customer’s option, by emailing [email@example.com] or calling [1-855-932-3828] and requesting Service cancellation prior to Term renewal;
- at Customer’s option, following thirty (30) days written notice delivered to Company following a material reduction in Features;
- immediately, upon Company ceasing to offer the Service and that may occur at any time without notice; or
- in the case of a Subscription to access the Public Site, at Customer’s option upon written notice delivered to firstname.lastname@example.org.
Unless otherwise specified in an Order Form or the Terms of Service, where the Subscription is terminated, Customer is not entitled to a refund of any kind. Notwithstanding the foregoing, if the Subscription is terminated pursuant to section 5.2 (d) or (e), Company shall refund Customer any prepaid Subscription Fees, pro-rated to the date of termination.
- User Data upon Termination. Upon termination pursuant to section 5.2 (c), (d) or (e), Company may permit Customer and its users to access their Accounts for 30 days. During this period Customer may remove Customer Content (as defined herein). Thereafter, Company shall cease providing Customer and its users with access to their Accounts and all associated data, including Customer Content, permanently deleted.
USE OF THE SERVICE
Authorized Use. You shall use the Service in conformance with all applicable laws and regulations and shall not:
- engage in conduct constituting improper use of the Service;
- decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the Service source code or gain unauthorized access to the Service;
- reproduce, rearrange, modify, translate, create derivative works from, display, perform, publish, or distribute the Service;
- break, disrupt or attempt to break or disrupt any device used to support the Service or experience of a user or knowingly exploit a flaw or bug in the Service;
- store or transmit material that is infringing, libelous, unlawful or in violation of any person’s rights;
- harass, abuse, stalk, threaten or impersonate any person;
- sell, rent, lease or sublicense the Service or access thereto;
- promote, encourage or undertake illegal activity or communicate, link to, post, submit or upload content that contains objectionable or offensive conduct; or
- infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information, as determined by Company in its sole discretion.
Account Suspension. Company may suspend your access to the Service and Account at any time for violation of the Terms of Service, as determined in Company’s sole discretion. Company has sole discretion to lift a suspension.
The Service may allow you to integrate with third-party services (“Third-Party Services”). The Terms of Service do not grant any license, right, title or interest in Third-Party Services and you may be required to enter into agreements with a third-party in order to use such Third-Party Services, which you must determine the suitability of. If you allow Third-Party Services, Company may permit Third-Party Services to access User Data as required for the integration or use of such Third-Party Services with the Service. Integration of Third-Party Services is contingent upon third parties permitting Company to integrate the Service with their respective Third-Party Services and such permission and/or integration may end at any time without notice or compensation to you. Third-Party Services are unsupported by Company, whether or not Company advised that Third-Party Services inter-operate with or can be used in conjunction with the Service. Any recommendations, references or links that Company may provide regarding Third-Party Services are for illustrative purposes only. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRATION OR CONTINUED INTEGRATION OF THIRD-PARTY SERVICES. YOU SHALL NOT HOLD COMPANY LIABLE FOR ANY CLAIM, LOSS OR DAMAGE RELATING TO THIRD-PARTY SERVICES OR LOSS OF THIRD-PARTY SERVICE INTEGRATION.
- Ownership and Rights. Company retains all right, title and interest in the Service, including but not limited to copyrights, patents, patent rights, trademarks, trade names and trade secrets, Custom Development and in Features or customization to the Service made at your request. The Terms of Service do not convey any right, title or interest in, or constitute the sale of any right to, the Service, Subscription or Account.
- Feedback. You may provide Company with comments, recommendations, advice, ideas or other information relevant to Company’s products and services (“Feedback”). By providing Feedback, you grant Company an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to Feedback under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment.
DISCLAIMER; EQUITABLE REMEDIES
- Indemnity. Customer shall indemnify, defend and hold Company, its directors, officers, employees, agents and representatives (altogether, “Representatives”), harmless from and against any claim, demand, liability, injury, damage, cost, loss or expense, including reasonable attorneys’ fees, that arise from Customer’s, or the Account of any Customer user, use of the Services or associated Third-Party Services. Customer cannot settle any claim without Company’s advance written consent unless such settlement releases Company and its Representatives unconditionally. Company reserves the right to, at its expense, assume control of the claim.
- DISCLAIMER. THE SERVICE IS PROVIDED TO YOU “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO REPRESENTATIONS THAT: (A) USE OF THE SERVICE WILL NOT INFRINGE ANY COPYRIGHT, PATENT OR TRADEMARK OR OTHER RIGHTS HELD BY A THIRD-PARTY; (B) THE SERVICE WILL MEET YOUR REQUIREMENTS; OR (C) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY COMPANY, ITS EMPLOYEES OR REPRESENTATIVES WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE SERVICE, INCLUDING RISK OF DATA FAILURE.
- LIMITATION OF LIABILITY. NOTWITHSTANDING SECTION 9.1, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY A THIRD-PARTY. WITHOUT LIMITING THE FOREGOING AND NOTWITHSTANDING SECTION 9.1 BUT EXCLUDING AMOUNTS OWED TO COMPANY PURSUANT TO SECTION 2, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER WILL BE THE AMOUNT OF SUBSCRIPTION FEES PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.
- EQUITABLE REMEDIES. You agree that Company would be irreparably damaged if the Terms of Service are not specifically observed and, therefore, Company shall be entitled, without bond, other security or other proof of damages, to seek appropriate equitable remedies with respect to your breach of the Terms of Service, in addition to other remedies available to Company under applicable law.
- LIMITATION PERIOD. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS OF SERVICE OR THE SERVICE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES AND, IF NOT, IS PERMANENTLY BARRED. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING CONSTITUTES A MODIFICATION AND SHORTENING OF THE LIMITATION PERIOD SET FORTH IN THE LIMITATION ACT (BRITISH COLUMBIA) AND AGREE TO SHORTEN THE LIMITATION PERIOD.
- WAIVER OF JURY TRIAL. YOU WAIVE ANY RIGHT YOU MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY CLAIM IN ANY WAY ARISING OUT OF OR RELATED TO THE TERMS OF SERVICE OR THE SERVICE.
- Severability, Waiver. If any provision of the Terms of Service is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of the Terms of Service in full force and effect. No failure or delay by a party in exercising any right, power or remedy under the Terms of Service constitutes a waiver thereof.
- Assignment; Conflict. Company may assign the Terms of Service without your consent or notice to you. You cannot assign the Terms of Service without Company’s written consent. In the event of a conflict between the Terms of Service and an Order Form, the Terms of Service shall control.
- Survival. Sections 2.5, 2.6, 2.7, 3.2, 5.3, 8, 9 and 10 survive termination of the Terms of Service.
By email: email@example.com
By phone number: 1-855-932-2838
Last updated: August 01, 2021