Charges are NOT incurred during the
TRIAL PERIOD. Fees will be charged
upon completion of the FULL REGISTRATION process only.
Charges are NOT incurred by Users
receiving Invitations to Bid only from private Construction Offices. Fees will only be charged to those Users
when, and if, they choose to subscribe to an Internet Plan
Room.
This agreement includes language that
strengthens the protection of proprietary rights on behalf of content
owners, and describes compliance responsibilities for The Telephone
Consumer Protection Act as recently amended.
This Agreement was
last updated on
iSqFt SUBSCRIPTION
AGREEMENT
1.
INTRODUCTION
This Subscription Agreement is entered into by
Construction Software Technologies, Inc. (“CST”), a
2.
ISQFT.COM
2.1
Subject to User's compliance with the terms of this Agreement, CST will allow
User to subscribe to and use CST’s iSqFt.com Web site (the “Site”). User, upon full registration, must pay
the appropriate Site access fees to CST. User’s access to Site will be limited
to the type of access and the number of persons allowed based on the
subscription fee paid by the User.
Each paid subscription to an individual internet plan room entitles the
User to five (5) seat licenses to that internet plan room. A seat license is defined as a unique
userid and password which is to be assigned to one employee of the User for the
purpose of signing in to the internet plan room.
2.2
CST shall not be responsible for delays or service interruptions attributable to
causes beyond its reasonable control, including limitations on the availability
of telephone transmission lines and facilities, failures of other communications
equipment, Internet access delays or failures, failures or deficiencies of
User’s equipment, or User's failure to meet its responsibilities under this
Agreement.
3.
CONTENT LICENSE
3.1 “Drawings” is defined as any plans,
blueprints, drawings, documentation, specifications, and related design
information.
3.2 “Content” is
defined as Drawings and all other information, including but not limited to
project location, project details, bid date and bidders, which reside on the
Site.
3.3 “Owner” is defined as the person or legal
entity which holds legal title and rights to the
Drawings.
3.4 License. CST hereby grants User a non-exclusive, revocable and non-transferable right
to use the Content for facilitating the
bidding process and, if selected, to build the project. This license
shall terminate upon the termination of this Agreement. Use of the Content is
restricted solely to employees of the User. User may assign each authorized employee
a unique username and password.
Each unique username and password may be used to access the Site by only
one person at a time. In addition
to and notwithstanding anything to the contrary herein, the Content may not in
any event be used or be permitted to be used in any manner that is competitive
with CST’s distribution of the Content.
CST assumes no responsibility for the
reproduction, distribution, or use of any Drawings other than in accordance with
the terms and conditions of this Agreement. Unless the User obtains the prior
consent of the Owner of any
Drawing, User shall be liable to the Owner of any Drawing in the event that
User reproduces, uses or distributes the Drawing in any way inconsistent with
the terms of this Agreement.
3.5 Proprietary Rights. Title and ownership rights to the
Drawings including copyrights, mask work rights, patents, trademarks, trade
secrets, and other intellectual property rights, as well as all copies thereof
reside and shall remain in the Owner.
The Drawings embody the proprietary and trade secret information of the
Owner, who owns the copyrights therein.
All copies of the Drawings made by the User shall bear the proprietary
markings (be they patent, copyright or trade secret) of Owner borne by the
copies transmitted by Owner to User and in the same form and location as the
original. At our request, upon the
earlier of the termination of the User's license to the Drawings or the
completion of the bidding process if the User is not selected to perform
services on the project, User shall destroy all Drawings together with all
copies (including electronic files containing the Drawings), modifications, and
merged portions in any form.
4.
SOFTWARE LICENSE
4.1
CST has incorporated various computer software programs (“Applications”) into
the Site. Subject to the terms and conditions of this Agreement, CST grants User
a personal, nonexclusive, and nontransferable license to use the Applications
for User’s own construction business needs only on an on-line basis in
connection with User’s use of Site. This license shall terminate upon the
termination of this Agreement. Use of the Applications shall be restricted to
the internal use of employees of the User.
4.2
User acknowledges that the Applications, including associated report formats,
screen displays, and menu features, and all derivative works are owned by or
licensed to CST. The Applications
and all copies, versions, and derivative works of the Applications shall remain
the sole property of CST and/or its licensors. User shall not make and shall not
permit anyone else to make any copies of the Applications, except as necessary
in connection with its authorized use of the Site. User shall not allow any
third party to access or use the Applications.
4.3
User shall not decompile or otherwise reverse engineer or decode the
Applications. User shall not take
or refrain from taking, directly or indirectly, any action that may in any way
lead to the unauthorized dissemination, reproduction, or use of
Applications.
4.4
Documents contained on the Site are copies of originals held by the Architect or
Engineer. In any instance where conflicting information is found between the
documents on the Site and the originals, the original documents will control.
The presence of project information and/or documents on the Site in no way
obligates the Architect, Engineer or owner to provide additional or updated
bidding documents released as addenda to CST.
4.5
User’s obligations under this Section 4 shall survive termination of this
Agreement. User acknowledges that a breach of its obligations under this Section
4 will cause irreparable harm to CST, the AGCs and/or their licensors for which
monetary damages would be inadequate. CST, the AGCs, and/or their licensors will
be entitled to injunctive relief for any such breaches, threatened or
actual.
5.
USER RESPONSIBILITIES
5.1
User is responsible for (a) acquiring, installing, and maintaining computer
equipment and computer software programs at its premises compatible with and as
necessary to use Site, (b) obtaining access to the Internet, and (c) downloading
from Site and installing any necessary plug-ins. All fees associated with these
items are the responsibility of the User.
5.2
User is responsible for complying with all federal, state and local laws and
regulations when using the Applications and the Site, including, but not limited
to, complying with The Telephone Consumer Protection Act of 1991, 47 U.S.C. §
227 and 47
C.F.R. § 64.1200, as amended from time to time.
6.
FEES AND PAYMENT
6.1
No fees are incurred during the Trial Period. Subscription fee is due, upon
registration, beginning with the Effective Date. Each paid subscription fee to an
individual internet plan room entitles the User to five (5) seat licenses (see
section 2.1 above) to that internet plan room. User agrees to pay all fees at
the rates in effect when the charges were incurred. CST will be entitled to
change these fees at anytime by posting new fee rates on-line on the
registration screen. User shall pay all amounts due under this Agreement, except
those disputed in good faith, upon receipt of the invoice to the address
designated on the invoice. User shall pay a monthly service charge of 1½% on all
such amounts not paid within 30 days of the invoice date.
6.2
User recognizes that a discount to the Subscription fee may be offered as part
of CST’s relationship with the participating AGC chapter provided the User
maintains eligibility requirements to receive the offered discount. Eligibility
may include, but is not limited to, remaining a member in good standing with the
AGC participating chapter throughout the User’s entire Subscription
period.
6.3
In the event that discount eligibility requirements cease to be maintained by
User during the Subscription period, User recognizes and agrees that CST may
take remedial action to bring User’s account into compliance with the
non-discounted Subscription fee rate. Such action will include, but may not be
limited to, (a) issuing a pro-rated invoice to bring User’s fee up to the
non-discounted fee rate, or (b) altering User’s effective Subscription period
consistent with the non-discounted rate.
7.
TERM, TERMINATION AND RENEWAL
7.1
This agreement can be terminated by the User with 30 days notice upon expiration
of the initial subscription period selected during the Registration Process. No
portion of User’s subscription fees will be refunded upon early termination of
this Agreement. This Agreement shall automatically renew for successive renewal
terms of twelve (12) months each, and subscription fees shall be automatically
charged to previously used credit card information if available, unless User
provides 30 day notice to CST prior to the end of the renewal term. User will be
charged the subscription fees in effect at the time of renewal. User will be
eligible for discounts on renewal term pricing only if User continues to meet
the eligibility requirements for discount at the time of renewal. If User fails
to pay any fees or charges due under this Agreement or fails to carry out any
other obligation under this Agreement, CST may, at its option, suspend User’s
access to Site until User cures the default.
7.2
No termination of this Agreement or suspension of access to the Site shall
release User from any obligation to pay CST any amount that has accrued or
becomes payable at or prior to the date of termination. User shall not be
entitled to any refund of any fees paid to CST as a result of a
termination.
8.
WARRANTIES
8.1
CST warrants that the Site has the functionality described in the current
published specifications for the Site.
As CST's sole responsibility and User's exclusive remedy, in the event of
any material failure to meet such standards, CST shall make all reasonable
efforts to remedy any such failure.
8.2
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, CST AND THE AGCs MAKE NO
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY MATTER WHATSOEVER.
CST AND THE AGCs SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
8.3
NEITHER CST NOR THE AGCs NOR ANY THIRD PARTY LICENSORS MAKE ANY GUARANTEES OR
WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF, OR RESULTS TO BE OBTAINED FROM
USING THE ONLINE SEARCH CAPABILITIES OF THE SITE.
8.4
User warrants that all Content will only be used for the intended purposes as
stated within the scope of this Agreement, and will not infringe the
intellectual property rights of a Content Owner.
9.
INDEMNITIES AND LIABILITIES
9.1
User shall indemnify and hold CST and the AGCs harmless from any claims,
liabilities or other damages (including reasonable attorneys fees) resulting
from User’s use of the Site, or the use of the Site by anyone authorized by User
to access the Site. User shall
indemnify and hold CST and the AGCs harmless from any claims, liabilities or
other damages (including reasonable attorneys fees) for actual or alleged
infringement of intellectual property rights in connection with User's use of
any Content beyond the scope of this agreement, including, without limitation,
any unauthorized use of the Drawings.
User shall also indemnify and hold CST and the AGCs harmless from any
claims, liabilities or other damages (including reasonable attorneys fees)
resulting from User's use of the Applications and the Site, which use is in
violation of any applicable federal, state or local law or
regulation.
9.2
The total cumulative liability of CSTand/or the AGCs for all claims, whether in
contract, tort, or otherwise, arising out of, connected with, or resulting from
use of the Site shall not exceed the amounts paid by User to CST under this
Agreement during the 12 months immediately preceding the
claim.
9.3
CST AND THE AGCs SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR CAUSED,
IN WHOLE OR IN PART, BY ANY ERRORS OR OMISSIONS IN ANY CONTENT OR OTHER
INFORMATION PROVIDED THROUGH THE SITE OR BY DELAYS IN OR INTERRUPTIONS OF ACCESS
TO THE SITE.
9.4
CST AND THE AGCs SHALL NOT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR
SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST
REVENUE, OR LOST SAVINGS OR GOOD WILL, OR CLAIMS OF USER’S CUSTOMERS,
SUBCONTRACTORS OR SUPPLIERS, EVEN IF CST OR THE AGCs HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
9.5 As an AGC of America
Preferred Provider, CST offers services to AGC members at prices discounted from
list prices. Every transaction is however, an arms-length agreement exclusively
between CST and the AGC member firm. Neither AGC of America nor its chapters
assume any liability for the quality or performance of CST or the services. The
AGC member must look exclusively to CST for all sales and service, included but
not limited to delivery, credit, guarantees, warranties and
performance.
10.
MISCELLANEOUS
10.1 Assignment. User may not assign or otherwise
transfer this Agreement or any rights or obligations under this Agreement to any
third party without the prior written consent of CST. Consent shall not be
unreasonably withheld. Subject to the restriction on transfer set forth in this
Paragraph 10.1, this Agreement shall be binding upon and shall inure to the
benefit of the parties' successors and assigns.
10.2 Waiver. The failure of either party to act upon any
right, remedy, or breach of this Agreement shall not constitute a waiver of that
or any other right, remedy, or breach. No waiver shall be effective unless made
in writing and signed by an authorized representative of the waiving party.
10.3 Governing Law. This Agreement and any claim arising
out of this Agreement shall be governed by and construed in accordance with the
laws of the State of
10.4 Government
Rights. If used or acquired by the
United States Government, the Government acknowledges that (a) Applications
constitute "commercial computer software" or "commercial computer software
documentation" for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227-7202-3, as
applicable and (b) the Government's rights are limited to those specifically
granted pursuant to this Agreement.
The manufacturer is Construction Software Technologies, Inc., located at
10.5 Provisions Severable. The provisions of this
Agreement are severable. If any provision is held to be invalid, unenforceable,
or void, the remaining provisions shall not as a result be invalidated.
11. TERMS OF USE
CST
reserves the right to modify these terms of use at any time. Any modifications
shall be effective upon the earlier of the posting by CST of the modified terms
of use at this URL or direct e-mail or other notification of the changes to
CST's customers. No oral statements or representations will constitute any
waiver or modification of any term or condition in the terms of use. You agree
to review these terms of use periodically so that you are aware of any
modifications. Your continued use or access of the Site shall be deemed your
acceptance of the modified terms of use.