These terms and conditions (“Agreement”) set forth the general terms and conditions of your use of the “Buildwise” application (“Application”) and any of its related products and services (collectively, “Services”). This Agreement is legally binding between you (“you” or “your”) and this Application developer (“we”, “us” or “our”).

By accessing and using the Application and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Application and Services.

You acknowledge that this Agreement is a contract between you and us, even though it is electronic and is not physically signed by you, and it governs your use of the Application and Services.

Acceptance of Terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Application and Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Application and Services.

The Application (Buildwise) can be accessed and utilized through our website (for the web-based desktop version), and the downloadable app version for mobile and tablet devices through the Apple Store and the Google Play Market. If you choose to download the Application through the Apple Store and the Google Play Market, the terms of service and privacy policies of those platforms will apply in addition to our terms of use and privacy policy. By utilizing either the desktop or mobile version of Buildwise, the application, you acknowledge that your information will be used in accordance with the terms of service and privacy policy of this application.

Description of Service

The Application is Buildwise. The Application is offered and provided subject to this Agreement and solely for Your business purposes. You may connect to the Application using any Internet browser supported by the Services.

You understand and acknowledge that You are solely responsible for obtaining the Internet access and all equipment necessary to use the Services, for appropriately configuring Your account, and for creating and managing the data source and its content. All fees associated with the foregoing shall be paid by You.

Use of Services

If you create an account to use the Application, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

We may suspend, disable, or delete your Application account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content could damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration. In addition, you specifically acknowledge that you will not:

• Use our Services in any matter that is likely to be obscene, fraudulent, defamatory, libelous, offensive, harassing, pornographic or discriminatory;

• Use our Services for commercial purposes; 

• Use our Services in any manner that is likely to reflect negatively on us or the Services, or discourage any person from using any features or functions of the Services, or from advertising, linking, or becoming a supplier to us in connection with the Services;

• Send junk e-mail, unsolicited messages, or carry out any so-called “spamming” or “phishing” in connection with the Services;

• Infringe upon or misappropriate the intellectual property rights of us or any third party;

• Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our services, or that could damage, disable, overburden or impair the functioning of our services in any manner;

• Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our services or to extract data;

• Engage in the reproduction of any content posted (such as public labels or name tags) or extracted from our APIs, CSV exports or our Services without our prior consent or authorization.

• Attempt to circumvent any content filtering techniques we employ, or attempt to access any Services that you are not authorized to access;

• Introduce to the Services any virus, trojan worms, logic bombs or other harmful material;

• Develop any third-party applications that interact with our Services without our prior written consent;

• Encourage or induce any third party to engage in any of the activities prohibited under this Use of Services section.

Our third party providers might also suspend, disable, or delete your Buildwise account if they determine that you have violated any provision of their Agreement or that your conduct or content would tend to damage their reputation and goodwill. You agree that we are not be liable for any act from a third party provider on your account.

Data Usage

We use the data gather from our customers to improve our processes and provide better products for all of our customers. In order to make that possible, we utilize information we gain from your usage of the Services. You grant us a non-exclusive, transferable, assignable, irrevocable, royalty-free, worldwide, perpetual license to create aggregated and anonymized data ("Aggregated Data") and to use such Aggregated Data, and all modifications thereto and derivatives thereof, for our own business purposes, including process improvement. We shall own all Aggregated Data and may transfer or assign any of our rights in the Aggregated Data to any third party.

Terms of Payment and Collection and Storage of Credit Card Information

You acknowledge that by submitting your credit card payment information through Stripe that you have granted access for Stripe to charge you the monthly recurring fees in perpetuity, or until such time as you decide to cancel the Services.

You acknowledge that your payment details are stored through Stripe and subject to their privacy policy and terms/conditions. Any dispute over personal information breach in connection with payment details is at the sole responsibility of Stripe and its technology and you release us from any potential claims in relation to the foregoing.

You acknowledge that your payment will be automatically debited from your payment method every 30 days unless cancelled.  Should you cancel prior to the end of your 30-day cycle, you will have access to the Application and its add-on functionality until the end of the billing cycle at which point access with be revoked.

Intellectual Property Rights

“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world.

This Agreement does not transfer to you any Intellectual Property Rights owned by us or third parties, and all rights, titles, and interests in and to such rights will remain (as between you and us) solely with us. All trademarks, service marks, graphics and logos used in connection with the Application and Services, are trademarks or registered trademarks of us or our licensors. Other trademarks, service marks, graphics and logos used in connection with the Application and Services may be the trademarks of other third parties. Your use of the Application and Services grants you no right or license to reproduce or otherwise use any of our or third party trademarks.

Any Intellectual Property Rights related to any shared invention, software, development, design, content, images, or know-how that shall be conceived, developed, or reduced to practice between you and us (a “Development”) shall be our sole property and you hereby assign any right to such Development to us and hereby waive any right, including moral rights, that cannot be assigned.

Changes and Amendments

This Agreement is subject to occasional revision, and we reserve the right to modify this Agreement or its terms relating to the Services at any time, effective upon posting of an updated version of this Agreement.

When we do, we will revise the updated date at the bottom of this page. Continued use of our Services more than 30 days after any such changes shall constitute your consent to such changes.

If your business or legal entity needs to be explicitly notified in case of changes to the terms, you may send an email to hello@buildwiseapp.com to be added to our notification list.

Legal Protections

You agree to indemnify, defend and hold harmless us and our employees, directors, officers, contractors and agents from and against any third-party claims, liabilities, damages, losses and expenses (the "Claims"), including, without limitation, reasonable legal fees, arising out of or in connection with any of the following acts or omissions by you:

• misuse of the Application;

• fraud, willful misconduct, or gross negligence;

• violation of legal and regulatory requirements;

• breach of the Agreement;

• any violation of the rights of another person or entity, including without limitation, any Intellectual Property Rights.

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT:

·       THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED (INCLUDING, WITHOUT LIMITATION, INTERRUPTIONS THAT OCCUR IN THE CONTEXT OF REGULARLY SCHEDULED MAINTENANCE);

·       ANY INFORMATION OR ADVICE OBTAINED BY YOU IN CONNECTION WITH THE SERVICES WILL BE ACCURATE OR COMPLETE; OR

·       THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

In no event will we, our affiliates or our respective agents be liable to the other for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages. Notwithstanding any other provisions of the Agreement, in no event will our aggregate liability to you and any third-party in connection with the Agreement or you access to and use of the Services exceed the total amount paid by you to us in the six month period preceding the claim or action.

Miscellaneous

This Agreement shall be governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein.

This document contains the entire agreement between the parties hereto with respect to the subject matter hereof, and neither party shall have any obligation, expressed or implied by law, with respect to trade secrets or proprietary information of the other party except as set forth herein.

You shall not assign, by contract, operation of law, sale of securities, merger, or otherwise, any rights or delegate any duties under this Agreement without our prior written consent, and any such purported assignment shall be void.

Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

You agree that during the term of this Agreement for five (5) years following its termination, you shall not solicit, encourage, or take any other action which is intended to mimic any software product resembling the intellectual property shared between you and us in accordance with this Agreement. You agree not to solicit or otherwise contact any employee, contractor, client, customer, or other person connected with us and involved directly or indirectly with the development of the Services.

The provisions of this Agreement shall be severable. If any of the provisions herein or its application to any specific situation shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any other provision of this Agreement or its application to any other situation.

Contacting Us

If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may send an email to hello@buildwiseapp.com.