Terms and Conditions
Estimator360 reserves the right to modify its privacy policies from time to time. Because the Services include hosted, online applications, Estimator360 occasionally may need to notify all users of the Services of important announcements regarding the operation of the Services and reserves the right to do so from time to time.
This Agreement constitutes the entire agreement between the parties regarding use of the Services and will supersede all prior agreements between the parties whether, written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.
If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Definitions & Interpretations
As used in this Agreement and in any Order Form now or hereafter associated herewith:
“Services” means collectively, the hosted and/or computer applications, interfaces, software programs, data integration, aggregation and reporting capabilities including all of Estimator360’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information), products, services and websites made available to You by Estimator360 and its affiliates pursuant to any Order Form(s) in providing the Services, and any audio and visual information, documents, software, products and services contained or made available to You in the course of using the Services.
“Authorized User(s)” mean You and anyone You authorize and/or invite to use the Services and supply user identifications to Estimator360;
“Customer Data” means any data, content, information or material provided or submitted by You to the Services in the course of using the Services, or any data generated by the Services as a result of You using the Services;
“Effective Date” means the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“Order Form(s)” means the form evidencing the initial subscription for the Services and any subsequent order forms submitted online specifying, among other things, the services offered and provided, the number of additional licenses, if any, the amount of additional storage, if any, and any other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);
2. Services and Restrictions
In order to allow You to use the Services, You will need to sign up for an account with Estimator360. We may verify Your identity. You authorize us to make any inquiries we consider necessary to validate Your identity. These inquiries may include asking You for further information, requiring You to provide Your full address, and/or requiring You to take steps to confirm ownership of Your email address or financial information required to process Your order, or verifying information You provide against third party databases or through other sources. If You do not provide this information or Estimator360 cannot verify Your identity, we can refuse to allow You to use the Services.
Subject to the terms and conditions of this Agreement, Estimator360 grants to You a non-exclusive, non-transferable, right to use the Services up the maximum number of users and the maximum storage space permitted on the Order Form including any enhanced functionality or additional services and selected on the Order Form (collectively referred to as “Selected Services”) as You may update from time to time by executing a new Order Form. Your Login ID may only be used by one person - i.e., a single login may not be shared by multiple people. You may create separate logins for as many people as authorized by the Selected Services.
Estimator360 grants You the right to access and use the Services with the particular user roles available to as authorized by the Selected Services. You acknowledge and agree that, subject to any applicable written agreement between You and Your Authorized Users, or any other applicable laws:
- You determine who is an Authorized User and what level of user role access to the relevant organization and Service that Authorized User has;
- You are responsible for all Authorize Users’ use of the Service;
- You control each Authorized User’s level of access to the relevant organization and Service at all times and can revoke or change an Authorized User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorized User or shall have that different level of access, as the case may be;
- if there is any dispute between You and an Authorized User regarding access to any organization or Service, You shall decide what access or level of access to the relevant Data or Service that Authorized User shall have, if any.
All rights not expressly granted to You are reserved by Estimator360. You acknowledge that Estimator360’s provision of the Services is dependent in part on each Authorized User’s compliance with the terms of this Agreement.
If You are an individual, You may only use the Services if You have the power to form a contract with Estimator360. If You do not have the power or legal authority to form a contract with Estimator360, You may not use the Services. If You are not an individual, You warrant that You are validly formed and existing under the laws of Your jurisdiction of formation and that You have duly authorized Your agent to bind You to these Terms. You must be a human. Accounts registered by "bots" or other automated methods are not permitted. You represent that You are a legal owner of, and that You are authorized to provide us with, all Registration and Account Information and other information necessary to facilitate Your use of the Services.
Your access and use of Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Estimator360, in its sole discretion, may elect to take. In no event will Estimator360 be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime. Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other materials supplied in connection with such services, shall be for Estimator360 to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable service.
Free Services. Estimator360 may offer free Services, including free trials of the Services. Free Services require an active Account and may be subject to certain usage limits, which are explained in the Documentation for each free Service. Free Services associated with Your Account that remain inactive for a period of thirty (30) calendar days may be removed and Your User Data deleted. Estimator360 may discontinue free Services at any time and from time-to-time, at which point Your access to the free Service will end and any User Data will be deleted.
Beta Services. We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of Your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to You. You agree that Estimator360 will not be liable to You or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
You shall not directly or indirectly, (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services in any way; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or any software, documentation or data related to the Services, (iii) modify or make derivative works based upon the Services; (iv) copy or create Internet “links” to the Services or “frame” or “mirror” any of the Services; or (v) access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services, (vi) misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide, (vii) circumvent or attempt to circumvent any limitations that Estimator360 imposes on Your account, (viii) unless authorized by Estimator360 in writing, You may not probe, scan, or test the vulnerability of any Estimator360 system or network, (ix), engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Estimator360 will endeavor to notify You of any abusive or excessive usage to provide You with an opportunity to reduce such usage to a level acceptable to Estimator360, (x) use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity, (xi) resell or lease the Services unless authorized by Estimator360 in writing, (xii) use the Services in a way that would subject Estimator360 certain to industry-specific regulations without first obtaining Estimator360 prior written agreement, (xii) remove, alter, or destroy any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded therein.
3. Your Responsibilities
You are responsible for all activity occurring under Your User accounts, including but not limited to uploading any of Your data onto the Services. You shall: (i) use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Services, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws.
You shall not when using the Services (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (iii) attempt to gain unauthorized access to the Services or its related systems or networks.
You agree and understand that You are responsible for maintaining the confidentiality of Your User password which, together with Your User account Login ID e-mail address, allows You to access the Services. You, and not Estimator360, are responsible for any activity occurring in Your, whether or not You authorized that activity. Accounts may not be shared and may only be used by one individual per account
By providing us with Your e-mail address, You agree to receive required notices electronically, through the Services to that e-mail address. It is Your responsibility to update or change that address, as appropriate. Estimator360 is not responsible to You for unauthorized access to Your data or the unauthorized use of the Services. You are responsible for the use of the Services by any person to whom You have given access to the Services, and any person who gains access to Your data, even if You did not authorize such use.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services. You shall also be responsible for maintaining the security of the Equipment, Your User account, Users passwords and files, and for all uses of Your User account or the Equipment with or without Your knowledge or consent. Estimator360 reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
You must cooperate with Estimator360’s reasonable investigation of Services’ outages, security problems, and any suspected breach of the Agreement. You shall: (i) notify Estimator360 immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Estimator360 immediately and use reasonable efforts to stop immediately any copying or distribution of the Services that is known or suspected by You or Your Users; and (iii) not impersonate another Estimator360 user or provide false identity information to gain access to or use the Services.
If You become aware of any unauthorized use of Your Registration or Account Information for the Services, You agree to notify Estimator360 immediately at the email address - email@example.com.
4. Account Information and Customer Data
Estimator360 does not own any data, information or material that You submit to the Services in the course of using the Services (“Customer Data”). You, not, Estimator360, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Estimator360 shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
Estimator360 may publish links in its Services to internet websites maintained by third parties. Estimator360 does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
The Services display content provided by others that is not owned by Estimator360. Such content is the sole responsibility of the entity that makes it available. Correspondingly, You are responsible for Your own Content and the content of Your Authorized Users. You must ensure that You have all the rights and permissions needed to use that Content in connection with the Services. Estimator360 is not responsible for any actions You take with respect to Your Content, including sharing it publicly. Please do not use content from the Services unless You have first obtained the permission of its owner, necessary licenses, consents and agreements necessary or are otherwise authorized by law to do so.
You grant Estimator360 a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit Your Content, but only for the limited purposes of providing the Services and as otherwise permitted by Estimator360’s privacy policies. This license for such limited purposes continues even after You stop using our Services, though You may have the ability to delete Your Customer Data in relation to certain Services such that Estimator360 no longer has access to it. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to You. If You provide Estimator360 with feedback about the Services, we may use Your feedback without any obligation to You.
You acknowledge that, in order to ensure compliance with legal obligations, Estimator360 may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Estimator360 otherwise has no obligation to monitor or review any content submitted to the Services.
Estimator360’s use of Customer Data shall be limited to the purpose of providing the Services to You and for Estimator360 to meet its obligations hereunder. You agree and acknowledges that (i) Estimator360 is not obligated to retain any Customer Data for longer than 5 days after termination, and (ii) Estimator360 has no obligation to retain Customer Data, and may delete Customer Data, if You have materially breached this Agreement, including but not limited to failure to pay outstanding Fees. Upon termination for cause resulting from an uncured breach, Your right to access or use Customer Data immediately ceases, and Estimator360 shall have no obligation to maintain or forward any Customer Data.
We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify You.
5. Digital Millennium Copyright Act
This is applicable if domiciled in the United States of America only. We will not knowingly publish content in violation of applicable copyright law. If You believe content has been displayed, reproduced, printed or otherwise distributed by us through this website in violation of any third party copyright, please notify us in writing. Send Your notice to Estimator360, Inc, 210 W 1st St., Winthrop, MN 55396, addressed to the attention of: Customer Service and include the following:
- electronic or physical signature of a person authorized to act for the copyright owner
- description of the copyrighted work
- description of where the infringing content is located on this website
- Your office or home address, telephone number and email address
- a statement of good faith belief that the use of the work is not permitted by the copyright owner, and
- a statement under penalty of perjury that the above is true and You are authorized to act for the owner.
You acknowledge that if You fail to comply with all the requirements of this Section, Your DMCA notice may not be valid.
Estimator360 will treat Your Content as confidential information and only use and disclose it in accordance with these Terms (including our privacy policies). However, Your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Estimator360); (b) was lawfully known to Estimator360 before receiving it from You; (c) is received by Estimator360 from a third party without knowledge of breach of any obligation owed to You; or (d) was independently developed by Estimator360 without reference to Your Content.
We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States. Estimator360 will comply with the U.S.-EU Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information.
7. Estimator360’s Intellectual Property Ownership
Estimator360 alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Services (or any underlying technology or content within the Services) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Services. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Services, the technology used by the Services, or the Intellectual Property Rights owned by Estimator360. The Estimator360 names, the Estimator360 logos, and the product names associated with the Services are trademarks of Estimator360 or third parties, and no right or license is granted to use them.
8. Fees and Payment
When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed starting the first day after expiration of the trial period. If you cancel your subscription at any time during the trial period, no charges for the Services will be rendered. If You choose not to continue using the Services, You may delete or cancel Your subscription at any time.
When applicable, You shall pay Estimator360 the then applicable fees (including any overage fees if applicable) for the Services as noted on Your most recent Order Form (the “Fees”). If You are paying by credit card, You authorize us to charge Your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of Your payment information to such third party. To ensure there is no disruption in Your Service, You agree that Your subscription will automatically renew and Estimator360 or a Estimator360 authorized partner will charge the then-current renewal Fees to the credit card associated with Your Account, unless You change Your auto-renewal preferences in Your Account or cancel Your subscription.
You are responsible for keeping Your billing and other account information up to date. You must pay when due the fees for the Services stated in the Order Form or other agreement between us. The initial charges will be equal to the current number of total Selected Services on the Order Form. Payments must be made monthly in advance unless otherwise mutually agreed upon in an Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable except as provided in these Terms or when required by law. You must provide Estimator360 with valid credit card or approved purchase order information as a condition to signing up for the Services.
For any upgrade or downgrade in plan level, will result in the new rate being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading Your Service may cause the loss of features or capacity of Your Service and account. Estimator360 does not accept any liability for such loss. You may add or delete Selected Services by executing an additional online Order Form. Added Selected Services will be subject to the following: (i) added Selected Services will be coterminous with the preexisting Order Form; (ii) the applicable license fee for the added Selected Services will be the then current, generally applicable license fee; and (iii) Selected Services added in the middle of a billing month may be charged for partial use for that billing month.
Estimator360 reserves the right to modify its fees and charges and to introduce new charges at any time. For Services billed on a subscription basis, the change will become effective only at the end of the then-current bulling cycle of Your Subscription. Estimator360 will provide You with reasonable prior notice of any changes in fees to give You an opportunity to cancel Your subscription if You so choose before the changes become effective. Notices may be provided by e-mail and all pricing terms are confidential, and You agree not to disclose them to any third party.
Estimator360 charges and collects in advance for use of the Services. Unless otherwise stated, You are responsible for any all taxes (other than Estimator360’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay Estimator360 for the Services without any reduction for Taxes. If Estimator360 is obliged to collect or pay Taxes, the Taxes will be billed to You, unless You provide Estimator360 with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.
You agree to provide Estimator360 with complete and accurate billing and contact information. This information includes Your legal name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information You have provided is false or fraudulent, Estimator360 reserves the right to terminate Your access to the Services in addition to any other legal remedies. Unless Estimator360 in its discretion determines otherwise, You will be billed in U.S. dollars and subject to U.S. payment terms.
9. Suspension and Termination of Services
If You terminate a Subscription in the middle of a billing cycle, Your cancellation will take effect immediately, and You will not be charged again, however You will not receive a refund for any period of time You did not use in that billing cycle unless You are terminating the Agreement for our breach and have so notified us in writing, or unless a refund is required by law.
In addition to any other rights granted to Estimator360 herein, Estimator360 reserves the right to suspend or terminate this Agreement and Your access to the Services if Your account becomes delinquent (such as a failure to pay fees when due), or if You use the Services in a way that causes legal liability to us or disrupts others’ use of the Services, or due to breach of these Terms. Estimator360 may also suspend providing the Services to You if we are investigating suspected misconduct by You. If we suspend or terminate the Services You receive, we will endeavor to give You advance notice, however, there may be time sensitive situations where Estimator360 may decide that we need to take immediate action without notice. Estimator360 has no obligation to retain Your Content upon termination of the applicable Service.
Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for the Services during any period of suspension. If You or Estimator360 initiates termination of this Agreement, You will be obligated to pay the balance due on Your account. You agree that Estimator360 may charge such unpaid fees to Your credit card or otherwise bill You for such unpaid fees. Estimator360 reserves the right to impose a reconnection fee in the event You are suspended and thereafter request access to the Services. You agree and acknowledge that Estimator360 has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if Your account is 30 days or more delinquent.
This Agreement commences on the Effective Date and shall continue month to month. Either party may terminate this Agreement by notifying the other party in writing (email is sufficient) at least five (5) business days prior to the end of the month. You agree and acknowledge that Estimator360 has no obligation to retain the Customer Data, and may delete such Customer Data, within 5 days after termination.
Estimator360, in its sole discretion, may terminate Your password, account or use of the Services if You breach or otherwise fail to comply with this Agreement upon notice to You (email is sufficient). In addition, Estimator360 may terminate a free account at any time in its sole discretion. Estimator360 may allow You thirty days to cure Your failure to pay any outstanding fees prior to terminating this Agreement. You agree and acknowledge that Estimator360 has no obligation to retain the Customer Data, and may delete such Customer Data within 5 days after the termination.
If Estimator360 stops providing the Services to You because You repeatedly or egregiously breach these Terms, Estimator360 may take measures to prevent the further use of the Services by You, including blocking Your IP address.
10. Foreign Users, Export Control and Embargoes
If You elect to access the Services from locations outside of the United States, You are responsible for compliance with all local rules that may apply to You, such as rules about online conduct, acceptable content, the use of email, the disclosure or transfer of personal information or use of the Internet.
You acknowledge and agree that the Estimator360’s Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo, or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders By using the Services. You may only use the Services if You are not barred under any applicable laws from doing so.
If You are located in a country embargoed by United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, You are not permitted to purchase any paid Services from Estimator360. If You use the Services from outside the United States of America You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Services contrary to United States law is prohibited.
11. Changes, Updates and Notices
Estimator360 may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. Estimator360 may add, alter, or remove functionality from a Service at any time without prior notice. Estimator360 may also limit, suspend, or discontinue a Service at its discretion. If Estimator360 discontinues a Service, we will give You reasonable advance notice thereof. Estimator360 may remove content from the Services at any time in our sole discretion, although we will endeavor to notify You before we do that if it materially impacts You and if practicable under the circumstances.
Any changes will be posted to the location at which those terms appear. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute Your consent to such changes. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
You may not assign these Terms without Estimator360’s prior written consent, which may be withheld in Estimator360’s sole discretion. Estimator360 may transfer and assign any of its rights and obligations under this Agreement at any time without notice or consent to You. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Estimator360 in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Minnesota without regard to its conflict of laws provisions.
Estimator360 may give notice by means of a general notice on the Services, electronic mail to Your e-mail address on record in Estimator360’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in Estimator360’s account information.
All notices to Estimator360 must be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), electronic mail, or as otherwise specified by Estimator360. Legal notices to Estimator360 must be sent to firstname.lastname@example.org with a copy to Estimator360 Inc., Attn: Legal, 210 W 1st St., Winthrop, MN 55396, U.S.A.
12. Patent, Copyright and Trademarks
The information available through our Services is the property of Estimator360, or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Notwithstanding the foregoing, You grant us the right to add Your name and company logo to our customer list and websites.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that You have not falsely identified Yourself nor provided any false information to gain access to the Services and that Your billing information is correct.
14. Disclaimer of Warranties
ESTIMATOR360 AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. ESTIMATOR360 AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ESTIMATOR360 AND ITS LICENSORS.
ESTIMATOR360’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ESTIMATOR360 IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
15. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF ESTIMATOR360, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR FOR BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHERWISE WILL NOT EXCEED THREE HUNDRED DOLLARS ($300). IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to defend and indemnify Estimator360, its affiliates, business partners and licensors and each such party’s parent organizations, and their respective officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, in any action filed or commenced by any third party against Estimator360, its affiliates, business partners or licensors as a result of:
- Your breach of these Terms or the documents referenced herein;
- Your violation of any law or the rights of a third party;
- Your use of the Services; or
- Any matter, issue, dispute, claim or demand related to You, Your customer/Client data, project estimations or data generated under this Agreement.
17. Governing Law and Jurisdiction
PLEASE READ THIS CAREFULLY – IT AFFECTS YOUR RIGHTS.
Most customer concerns can be resolved quickly and to the customer's satisfaction by emailing us at email@example.com. IN THE UNLIKELY EVENT THAT WE ARE UNABLE TO RESOLVE A COMPLAINT YOU MAY HAVE TO YOUR SATISFACTION, CLAIMS RELATING TO THIS AGREEMENT OR THE SERVICES, OR IF WE HAVE NOT BEEN ABLE TO RESOLVE A DISPUTE WE HAVE WITH YOU AFTER ATTEMPTING TO DO SO INFORMALLY, YOU AGREE TO RESOLVE THOSE DISPUTES THROUGH FINAL AND BINDING ARBITRATION, EXCEPT AS SET FORTH UNDER THE EXCEPTIONS TO AGREEMENT TO ARBITRATE BELOW.
Arbitration Procedures: The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the state of Minnesota and judgment on the arbitration award may be entered into any court having jurisdiction thereof.
Exceptions to Agreement to Arbitrate: Either You or Estimator360 may assert claims, if they qualify, in small claims court in Minnesota or any United States county where You live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to You or Your claim, You agree to the exclusive jurisdiction of the state and federal courts in Minnesota to resolve Your claim.
Class Action Waver: Both parties agree to resolve any disputes, claims or controversies on an individual basis, and that any claims arising out of, relating to or in connection with this Agreement (such as with respect to their validity or enforceability), the Estimator360 Services provided by Estimator360 will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.
Controlling Law: This Agreement is governed by the law of the state of Minnesota except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.
You agree with Estimator360 that the decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. You agree with Estimator360 that the U.S. Dispute Resolution Process shall survive expiration, termination or rescission of this Agreement.
18. Rights of Third Parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
Changes to Terms
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Estimator360, Inc, 210 West 1st Street, Winthrop, MN 55396, USA.
Last Updated: October 22, 2016
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