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Terms and Conditions for ConsensusDocs®
Below are specific legal terms and conditions that apply to your use of ConsensusDocs® standard contract documents and related software technology and services. You (“You,” “you” or “User”) may only lawfully use ConsensusDocs if you agree to the following terms and conditions. BY SIGNING THIS AGREEMENT, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS AND AGREE TO FULLY COMPLY WITH THEM.
This is a legally binding agreement (hereinafter “Agreement”) between User and ConsensusDocs LLC, and it gives User the right to use ConsensusDocs standard contract documents and related software technology and services as specified herein. By accepting the terms and conditions, User understands this Agreement constitutes the entire agreement between User and ConsensusDocs LLC.
A. “Collaborator” means any individual, company or organization that the User invites to use the ConsensusDocs-related software technology. A Collaborator is not necessarily a User, as defined by this Agreement, unless the Collaborator is also a User via its own agreement with ConsensusDocs LLC. However, all Collaborators will be asked to sign this Agreement prior to using the ConsensusDocs-related software technology and will be bound to all relevant provisions herein, including but not limited to restrictions and export controls.
B. “ConsensusDocs” means the ConsensusDocs standard contract documents and any related software technology and online services including but not limited to blogs, forums, chat rooms; www.consensusdocs.org.
C. “ConsensusDocs LLC” means the organizations that comprise the ConsensusDocs Coalition, as defined at www.consensusdocs.org, specifically including The Associated General Contractors of America who acts as the “managing partner” of the Coalition, and any authorized representatives.
D. “Documents” means any documents published and copyrighted by ConsensusDocs LLC.
E. “Organization” means any form of corporation, company, unincorporated partnership, partnership or any other type of business that is not a sole-proprietorship.
F. “Subscription Date” means the date the User’s application for use of ConsensusDocs has been accepted by ConsensusDocs LLC.
G. “Term” means the one-year period beginning with the date that ConsensusDocs LLC accepts a User’s purchase, and any subsequent one-year extension(s) mutually agreed upon by ConsensusDocs LLC and User.
H. “User” means the individual, company or other organization entering into this Agreement with ConsensusDocs LLC.
I. “User/Collaborator Content” means any documents, files, messages, comments or any other information posted by User or Collaborator or by any third party accessing User’s or Collaborator’s account.
J. “Website” means www.consensusdocs.org
2. USER SUBSCRIPTION. User agrees to pay an advance annual license fee to use ConsensusDocs for the Term. All fees are exclusive of taxes, levies or duties and you shall be responsible for payment of all such items, excluding only United States (federal or state) taxes required to be paid by ConsensusDocs LLC on its net income. User shall not continue to use ConsensusDocs beyond the expiration of the Term, and all User Content shall be deleted from the system within six months from the Term expiration. If User renews its license fee after expiration of the Term, ConsensusDocs LLC cannot guarantee the recovery of any User Content. Advance payment of the renewal license fee will automatically extend the Term. ConsensusDocs reserves the right to refuse service to anyone for any reason at any time. ConsensusDocs LLC may increase or add new fees for ConsensusDocs by giving you at least thirty days’ advance notice; ConsensusDocs LLC will provide such notice through a posting on the website. It is your obligation to check the website to determine whether ConsensusDocs LLC has increased or added new fees.
All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding. User understands that ConsensusDocs is offered via cloud computing in which ConsensusDocs are delivered via the Internet, and are accessed by Users and Collaborators from web browsers, while business software and data are stored on servers at a remote location. ConsensusDocs LLC will take reasonable precautions regarding the accuracy, completeness and safety of ConsensusDocs, but cannot and does not make any guarantees as to its accuracy, completeness or safety.
ConsensusDocs LLC may discontinue, modify or enhance features, functionality or content at any time. This includes the removal of outdated ConsensusDocs. ConsensusDocs LLC may include updates or revised versions of ConsensusDocs to User’s Subscription, at ConsensusDocs LLC’s sole discretion. ConsensusDocs LLC offers toll-free telephone support at 1-866-925-3627. User also may send questions via e-mail to Support@ConsensusDocs.org. Such support generally is available during 8:30 am to 5:00 pm ET on normal business days.
3. RIGHTS AND RESTRICTIONS.
A. Authorized Persons. Your login may be used by only one person – a single login shared by multiple people is not permitted. You SHALL NOT permit any parent subsidiaries, affiliated entities or third parties to use ConsensusDocs without ConsensusDocs LLC’s prior written permission. You are responsible for maintaining the security of your account and password. You are responsible for all use of ConsensusDocs that is accessed through your password, and are responsible for preventing such unauthorized use. If you believe an unauthorized use has occurred, you are required to notify ConsensusDocs LLC immediately by sending an e-mail to Support@ConsensusDocs.org.
B. Permissible Uses. Except as required by law or a court of law, User may download, use and save copies of ConsensusDocs only in connection with specific construction projects, so long as User has an active subscription with ConsensusDocs LLC. Collaborator may only download and use ConsensusDocs in connection with the specific construction project for which User invited Collaborator. Collaborator may not save copies of ConsensusDocs on its computer after the document has been completed. All User/Collaborator Content and activity must comply with U.S. copyright law, including but not limited to the Digital Millennium Copyright Act and any other applicable federal and/or state laws. You are responsible for all User/Collaborator Content posted and activity that occurs under your account. ConsensusDocs LLC does not pre-screen such Content or activity, but reserves the right (but not the obligation) to refuse or remove any Content or activity that is deemed illegal, discriminatory or in any way inappropriate in the sole discretion of ConsensusDocs LLC. ConsensusDocs LLC will use best efforts to inform User or Collaborator if any such action is taken.
C. Reproduction Limits. User may reproduce and distribute ConsensusDocs for use in connection with the specific construction project for which they were originally created. ANY OTHER REPRODUCTION AND DISTRIBUTION OF DOCUMENTS IS PROHIBITED without the prior written permission of ConsensusDocs LLC. You acknowledge and agree that you have no rights, tangible or intangible, in or to ConsensusDocs other than those expressly granted in this Agreement.
D. Impermissible Uses. Except as required by law or court of law, you SHALL NOT reproduce, publish, distribute or otherwise make use of ConsensusDocs for the use of others, or allow another party to reproduce ConsensusDocs, except as permitted herein. You are prohibited from downloading, copying or storing ConsensusDocs except as actually necessary for its use in accordance with the terms of this Agreement. You are prohibited from republishing, renting, leasing, sublicensing, selling or distributing all or any portion of ConsensusDocs. You will not alter or remove any trademark, copyright or other notice from any materials found in ConsensusDocs. You shall not use ConsensusDocs (a) for any unlawful, invasive, infringing, defamatory, fraudulent or obscene purpose; (b) to send unsolicited, bulk email of any kind, regardless of the content or nature of such messages, post the same or similar message to one or more newsgroups or host or accept bulk replies resulting from such unsolicited email; (c) to forge IP address information or mail headers; (d) to send any virus, worm, Trojan horse or harmful code or attachment; (e) to alter, steal, corrupt, disable, destroy, trespass or violate any security or encryption of any computer file, database or network; or (f) to interfere with the use of ConsensusDocs by other users; (h) in a manner which, in ConsensusDocs LLC’s reasonable, good faith opinion, is inconsistent with the generally accepted rules of internet etiquette and conduct; (i) violate or infringe upon the proprietary or other rights of any individual or third party; (j) attempt a denial of service or attack on the Service; (k) hack or break any security mechanism related to the Service and/or Web Site or otherwise disrupt or threaten the Service and/or Web Site; or (l) be in default of your payment obligations hereunder. Any abuse of ConsensusDocs may result in temporary or permanent suspension of your account, and may subject you to legal consequences. The determination of abuse regarding account suspension or termination shall be in the sole discretion of ConsensusDocs LLC. You may not link to or frame the ConsensusDocs website without the prior written permission of ConsensusDocs LLC.
4. PROPERTY RIGHTS. All text, software (including source and object codes), visual, oral or other digital material, photographs, information, data, graphics and all other content of any description available in ConsensusDocs (the "Content”), and all copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to the Content (collectively, the “Intellectual Property”) are owned by ConsensusDocs LLC or its licensors, and are protected by copyrights, trademarks, service marks, international treaties or other proprietary rights and laws of the United States of America. You may only use the Content, ConsensusDocs, or Intellectual Property, or access the website, as expressly permitted in this Agreement and for no other purposes. Except as expressly provided in this Agreement, nothing contained herein will be construed as conferring upon you any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, laws or treaties. All present and future rights in, and title to, ConsensusDocs are reserved to ConsensusDocs LLC for its exclusive use. You acknowledge that you have no rights in or to ConsensusDocs other than those expressly granted in this Agreement and that ConsensusDocs is a trademark owned by ConsensusDocs LLC and any authorized representatives. You may not use any of ConsensusDocs LLC’s trademarks, trade names or service marks in any manner which creates the impression that such names and marks belong to, or are associated with, you or are used with ConsensusDocs LLC's consent.
5. GRANT OF LICENSE; TRANSFER OF NONEXCLUSIVE LICENSE. You are granted a personal, nonexclusive, nontransferable, nonassignable, revocable, limited license to access and use ConsensusDocs, the Content and the website as described in Section 3(B). This agreement is for the exclusive benefit of ConsensusDocs LLC and User or Collaborator, as applicable. This Agreement and the license may only be assigned or transferred with ConsensusDocs LLC’s prior written permission.
6. USER’S AND COLLABORATOR’S ACKNOWLEDGEMENT. ConsensusDocs are not intended as a substitute for competent professional services and advice. By accepting this Agreement, you acknowledge that ConsensusDocs LLC and any authorized representatives are not providing legal services.
7. EXTERNAL LINKS. ConsensusDocs may contain links to external web sites. ConsensusDocs LLC makes no claims, promises or guarantees about the accuracy, completeness or adequacy of the information or services associated with these sites.
8. EXPORT CONTROLS. You represent, certify and warrant that you are familiar with and will comply in all respects with all U.S. laws, regulations, and administrative requirements applicable under this Agreement, including but not limited to the Export Administration Act (EAA), the Export Administration Regulations (EAR), the International Emergency Economic Powers Act (IEEPA), the antiboycott and embargo regulations and guidelines issued under the EAA, and the regulations of the U.S. Department of the Treasury, Office of Foreign Assets Control. You acknowledge and agree that ConsensusDocs may not be exported or otherwise used in Cuba, Iraq, Libya, the countries of the former Yugoslavia, North Korea, Iran, Syria or any other country to which the United States has embargoed goods, or a national or resident thereof; or to anyone on the United States Treasury Department’s List of Specially Designated Nations or the United States Commerce Department’s Table of Denial Orders. You further represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
9. DISCLAIMER. ConsensusDocs is furnished to User assuming that User will make a reasonable determination as to suitability for a particular purpose prior to use. Nothing contained in this Agreement should be construed as a recommendation to use ConsensusDocs for a particular purpose or application. You acknowledge and agree that use of ConsensusDocs is provided on an “as is” and “as available” basis and at your risk. ConsensusDocs is offered in good faith, has been tested and is believed to function properly. The information contained within ConsensusDOCS is believed to be generally reliable. HOWEVER, NEITHER CONSENSUSDOCS LLC NOR ANYONE ELSE INVOLVED IN THE PREPARATION, REPRODUCTION, PROMOTION OR DISTRIBUTION OF CONSENSUSDOCS MAKES ANY REPRESENTATION OR WARRANTY (A) AS TO ITS QUALITY, COMPLETENESS, ACCURACY, INTEGRATION OR PERFORMANCE, OR (B)THAT (I) CONSENSUSDOCS, THE WEB SITE OR CONTENT WILL FUNCTION AS DESCRIBED, BE UNINTERRUPTED OR ERROR FREE; (II) YOUR CONTENT WILL BE SECURE OR WILL NOT BE LOST, DAMAGED OR INACCESSIBLE; OR (III) CONSENSUSDOCS, THE WEB SITE OR CONTENT WILL BE AVAILABLE UPON REQUEST WITHOUT FAILURE OR INTERRUPTION. You acknowledge that ConsensusDocs LLC uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology to run ConsensusDocs.
THESE DOCUMENTS HAVE IMPORTANT LEGAL AND INSURANCE CONSEQUENCES, AND ARE NOT INTENDED AS A SUBSTITUTE FOR COMPETENT PROFESSIONAL SERVICES AND ADVICE. CONSULTATION WITH AN ATTORNEY AND AN INSURANCE ADVISER IS ENCOURAGED WITH RESPECT TO DOCUMENT COMPLETION OR MODIFICATION. FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS MAY VARY WITH RESPECT TO THE APPLICABILITY AND/OR ENFORCEABILITY OF SPECIFIC PROVISIONS IN THE DOCUMENTS.
CONSENSUSDOCS LLC AND ANYONE ELSE INVOLVED IN THE PREPARATION, REPRODUCTION, PROMOTION OR DISTRIBUTION OF CONSENSUSDOCS SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO CONSENSUSDOCS OR INFORMATION IN CONSENSUSDOCS, OR METHOD OF DELIVERY OF SUCH INFORMATION. YOU ACKNOWLEDGE THAT SOFTWARE AND DATA ARE BOTH INHERENTLY SUBJECT TO ERROR AND YOU ASSUME ALL LIABILITY WITH RESPECT TO THE USE OR MODIFICATION OF THE DOCUMENTS. CONSENSUSDOCS LLC AND ANYONE ELSE INVOLVED IN THE PREPARATION, REPRODUCTION, PROMOTION OR DISTRIBUTION OF CONSENSUSDOCS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM SUCH USE OR MODIFICATION. NO PARTY WILL BE RESPONSIBLE FOR ANY LOSS OF PROFITS INCURRED BY YOU OR ANY THIRD PARTY IN THE USE OF CONSENSUSDOCS OR ANY DOCUMENTS PRODUCED. UNDER NO CIRCUMSTANCES SHALL THE TOTAL LIABILITY OF CONSENSUSDOCS LLC AND ANYONE ELSE INVOLVED IN THE PREPARATION, REPRODUCTION, PROMOTION OR DISTRIBUTION OF CONSENSUSDOCS TO USER EXCEED THE AMOUNT PAID BY THE USER.
10. RETURN POLICY. If User is not satisfied with ConsensusDocs for any reason, ConsensusDocs, LLC will refund the annual license fee, less a ten percent (10%) service charge, within thirty (30) days of the Subscription Date. ConsensusDocs, LLC will not refund the annual license fee after thirty (30) days of the Subscription Date. To receive the refund, User must contact support@ConsensusDocs.org or call 1-866-925-DOCS (3627) and immediately discontinue all use of ConsensusDocs. This refund shall be User’s exclusive remedy under this Agreement.
12. CHANGES IN TERMS AND CONDITIONS. ConsensusDocs LLC reserves the right to change fees or to make changes in the terms and conditions of this Agreement. ConsensusDocs LLC will provide thirty (30) days’ notice of any changes. If User does not agree to any amendments made to this Agreement, it may cancel its subscription by providing written notice of cancellation to ConsensusDocs LLC within thirty (30) days’ of amendment notice. Any use by User of ConsensusDocs after receipt of amendment notice to this Agreement shall constitute User’s agreement to be bound by the new terms. Any new features that augment or enhance ConsensusDocs shall be subject to the Terms and Conditions in publication at the time of the release of said new features.
13. CLAIMS. All claims arising out of or relating to this Agreement are to be submitted to and decided by binding arbitration in accordance with the current Commercial Arbitration Rules promulgated by the American Arbitration Association. The location of the arbitration shall be in or near Arlington, Virginia. The arbitration award shall be final, and judgment upon the award shall be confirmed in any court having jurisdiction. User is limited in all claims by applicable statute of limitations.
14. WAIVER. The waiver or failure of ConsensusDocs LLC to exercise in any respect any right provided in this Agreement shall not be deemed an ongoing waiver or waiver of any further right under this Agreement.
15. GOVERNING LAW. This agreement and performance under this Agreement shall be governed by the laws of the Commonwealth of Virginia.
16. UNLAWFUL ACTIVITY. ConsensusDocs LLC reserves the right to investigate complaints or reported violations of this Agreement and to take any action ConsensusDocs LLC deems appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to e-mail addresses, usage history, IP addresses and other information.
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