The Construction Reporting Service contains copyrighted material that may only be used as stated in The Builders Exchange End Users License Agreement. Any unauthorized use may be a violation of law. The Construction Reporting Service may only be used by licensed users. Sharing any user name and/or password is strictly prohibited and may be grounds for termination of the license or imposition of additional fees in Licensor's sole discretion (See Section 1 below).

THE BUILDERS EXCHANGE END USER LICENSE AGREEMENT

Your use of the Construction Reporting Service constitutes your agreement to the following terms and conditions and rules and regulations that may be promulgated from time to time. If you do not agree to be legally bound the Builders Exchange will not permit you to use or access the Construction Reporting Service.

The Construction Reporting Service is provided AS IS AND WITHOUT WARRANTY. In no event shall the Builders Exchange or its partners be liable for any special, indirect, consequential, or punitive damages of any nature resulting from the use or operation of the Construction Reporting Service or any information in the Construction Reporting Service.

  1. 1. Grant of License. The Builders Exchange grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable, non-sublicensable license, to use for only Licensee's business purposes, the information in the Construction Reporting Service, this web site, the software and related documentation (collectively and individually referred to as "Construction Reporting Service"). The license shall only be effective while Licensee is a member in good standing of the Builders Exchange. This license may be renewed from year to year upon payment of the annual membership fee and continued compliance with the terms of The Builders Exchange End User License Agreement ("Agreement"). Licensee may only use the Construction Reporting Service on its own behalf by direct employees of Licensee. The sharing of any user name and/or password is strictly prohibited and in the sole discretion of The Builders Exchange, may be grounds for immediate termination of this Agreement or the imposition of additional fees in the amount of two times the annual membership fee for each unauthorized use of the Construction Reporting Service. Use of the Construction Reporting Service is for informational purposes only; copying is prohibited. Except for the license rights stated in this Section, no right, title or interest in the Construction Reporting Service is granted to Licensee. Licensee shall not itself, or through any parent, subsidiary, affiliate, agent, or other third party ("Related Entities") reproduce, distribute, modify, translate, decompile, disassemble, reverse engineer or transmit in any form or by any means any part of the Construction Reporting Service. Further Licensee and/or Related Entities will not sell, lease, license, sublicense, or market the Construction Reporting Service.
  2. 2. Proprietary Rights. Licensee acknowledges that the Construction Reporting Service is confidential and contains trade secret information that is the exclusive property of the Builders Exchange.
  3. 3. Payment. Licensee agrees to pay the initial membership fee, any applicable annual membership fees and any additional fees pursuant to Section 1. The initial membership fee includes the first year fee for the Construction Reporting Service. Annual membership fees after the first year will be invoiced and are due prior to the commencement of the applicable membership fee period. The Builders Exchange has the right to adjust membership fees.
  4. 4. Construction Reporting Service. The Construction Reporting Service contains information about plans, bidders and other matters that may be of interest to members of the Builders Exchange. Information reported in the project files is based on a review of the specifications; no plans have been reviewed. Efforts have been made to assure the accuracy of the information reported, but the Builders Exchange provides no expressed, implied or statutory warranty. For instance the high volume of documents in various file formats that the Builders Exchange receives it is necessary to convert documents to a usable online format and in the conversion process errors may occur. The actual plans and specifications from the official plan issuer are the best source of information for projects.
  5. 5. Copyright Laws. The United States Copyright laws prohibit the unauthorized reproduction, preparation of derivative works, or distribution of copyrighted works. The Builders Exchange will not tolerate any use of the Construction Reporting Service that in any way violates the United States Copyright laws. Licensee must report to the Builders Exchange any use of the Construction Reporting Service that may constitute copyright infringement. If the Builders Exchange, in its sole discretion, determines that any material added to the Construction Reporting Service may violate the Copyright laws, the Builders Exchange may delete that material. Anyone who adds material that may or does violate the Copyright laws to the Construction Reporting Service shall indemnify, defend and hold harmless the Builders Exchange, its officers, directors, employees, and agents for any and all damages, losses, costs or expenses (including the payment of litigation costs and attorney fees) that arise from, are related to or concerning any material that may or does violate the Copyright laws.
  6. 6. Limitation of Liability. Licensee agrees that the Builders Exchange is not an insurer and shall have no liability arising out of the use or operation of the Construction Reporting Service and/or any information generated thereby. In no event shall the Builders Exchange's total liability for any claim arising out of or under this Agreement, or the use and/or operation of the Construction Reporting Service, regardless of the cause of action, exceed the amount of the annual membership fee.
  7. 7. No consequential damages. IN NO EVENT SHALL THE BUILDERS EXCHANGE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS, EVEN IF THE BUILDERS EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  8. 8. Indemnity. Licensee agrees to indemnify, defend and hold harmless the Builders Exchange, its officers, directors, employees, and agents from any and all damages, losses, costs or expenses (including the payment of litigation costs and attorney fees) that arise from, are related to or concerning Licensee's use and/or operation of the Construction Reporting Service.
  9. 9. No Warranty. The Builders Exchange makes no warranty, express, implied, or statutory of any kind or nature whatsoever including, without limitation, the implied warranties of merchantability, fitness for particular purpose and non-infringement of third party rights. Licensee acknowledges that the Builders Exchange has not represented or warranted that the Construction Reporting Service will be uninterrupted, error free, bug free or without delay.
  10. 10. Access. The Builders Exchange, in its sole discretion, reserves the right to control and/or limit access to the Construction Reporting Service. Access may be denied at any time. Access may be denied, in the sole discretion of the Builders Exchange, if the Construction Reporting Service is used for an inappropriate purpose, is used in violation of this Agreement, or if inappropriate, obscene, abusive or otherwise questionable language is used in connection with the Construction Reporting Service. Anyone who uses the Construction Reporting Service for an inappropriate purpose, uses the Construction Reporting Service in violation of this Agreement, and/or uses inappropriate, obscene, abusive, or otherwise questionable language in connection with the Construction Reporting Service shall indemnify, defend and hold harmless the Builders Exchange, its officers, directors, employees, and agents for any and all damages, losses, costs or expenses (including the payment of litigation costs and attorney fees) that arise from, are related to or concerning the use of the Construction Reporting Service for an inappropriate purpose, the use of the Construction Reporting Service in violation of this Agreement, and/or the use of inappropriate, obscene, abusive or otherwise questionable language in connection with the Construction Reporting Service.
  11. 11. Content Control. The Builders Exchange, in its sole discretion, reserves the right to monitor all content in or used in connection with the Construction Reporting Service and to delete or edit any file, program, information or message that contains inappropriate, obscene, abusive or otherwise questionable language. However, the Builders Exchange is not required to monitor the content.
  12. 12. Governing Law. This Agreement shall be governed by the laws of the State of Ohio, USA without regard to choice of law rules. The United Nations Convention on the International Sale of Goods shall not apply. All matters of whatsoever nature related to or concerning this Agreement that are in dispute between the Builders Exchange and Licensee shall be finally decided by arbitration, except as otherwise specifically provided in this Section. The arbitration board shall consist of three arbitrators. The Builders Exchange and Licensee shall each select and pay the compensation of one arbitrator. The two arbitrators shall select the third arbitrator. The compensation of the third arbitrator shall be paid equally by the Builders Exchange and Licensee. The arbitration shall be held in Cuyahoga County, Ohio, USA and shall use the arbitration rules that govern arbitrations in the Common Pleas Court of Cuyahoga County, Ohio, USA. However, if an arbitration hearing is not begun within 60 days of the date of the first demand for arbitration, the Builders Exchange or Licensee may bring the dispute only in the courts in Cuyahoga County, Ohio, USA. In addition, legal action to obtain equitable relief is specifically excluded from arbitration and may be brought only in the courts in Cuyahoga County, Ohio, USA.
  13. 13. Export Controls. Licensee agrees and certifies that the Construction Reporting Service and/or any other technical data received from the Builders Exchange shall not be exported or re-exported outside the United States.
  14. 14. Assignment. This Agreement shall not be assigned by Licensee without the express written permission of the Builders Exchange.
  15. 15. Termination. The Builders Exchange reserves the right to terminate Licensee's rights to use the Construction Reporting Service at any time if Licensee violates this Agreement. Either Licensor or Licensee may terminate this Agreement without cause. Upon termination of this Agreement Licensee shall cease all use of the Construction Reporting Service and shall destroy all user names and/or passwords. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 of this Agreement shall survive termination of this Agreement.
  16. 16. Severability. If any provision of this Agreement is found to be illegal or unenforceable, this Agreement shall be revised in order to most closely effectuate the original agreement of the Builders Exchange and Licensee.
  17. 17. Waiver. A waiver by either the Builders Exchange or Licensee of any term, condition or breach of this Agreement shall not subsequently waive that term, condition or breach of this Agreement.
  18. 18. Entire Agreement. This Agreement is the entire agreement related to this matter and it shall supercede all prior agreements or understandings with regard to this matter. This Agreement may only be modified by a writing signed by both the Builders Exchange and Licensee.