BuildWorks Canada (“BuildWorks Canada”, “we”, “us”, or “our”, as the context may dictate) welcomes you to its web site (the “Web Site”) which is hosted and maintained by BuildWorks Canada, along with eSolutionsGroup Ltd.
If you are a direct competitor to BuildWorks Canada, you may not access or use the BuildWorks Canada Services without BuildWorks Canada’s explicit, advance, written consent, and then only for the purposes authorized in writing.
You agree to receive electronically all communications, agreements, and notices that we provide in connection with any BuildWorks Canada Services, including by e-mail, text, in-app notifications, or by posting them on the Web Site or through any BuildWorks Canada Service.
“Account” means a unique account established by User to enable access and use of the BuildWorks Canada Services.
“Subscriber Material” means subscription to construction bid opportunity information.
- USAGE AND ACCESS RIGHTS
2.2 You shall not, and shall not permit others to, do the following with respect to the BuildWorks Canada Services:
- use the BuildWorks Canada Services or allow access to it in a manner that circumvents contractual usage restrictions or that exceeds your authorized use;
- access or use the BuildWorks Canada Services for the purpose of developing or operating products or services intended to be offered to third parties in competition with the BuildWorks Canada Services or allow access by a direct competitor of BuildWorks Canada;
- use the BuildWorks Canada Services (including, without limitation, any content and materials accessible via the BuildWorks Canada Services) in a way that (i) violates or infringes upon, or otherwise misappropriates, the rights of a third party, including those pertaining to contract, intellectual property, privacy or publicity; or (ii) effects or facilitates the storage or transmission of defamatory, libelous, tortious or otherwise unlawful material including, but not limited to, material that is harassing, threatening, illegal or obscene; or
- interfere with or disrupt the integrity, operation or performance of the BuildWorks Canada Services or interfere with the use or enjoyment of it by others by, among other things, using it to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or circumvent or disclose the user authentication or security of the BuildWorks Canada Services or any host, network, or account related thereto or use any aspect of the BuildWorks Canada Services other than those specifically identified on the Web Site, probe, scan, or test the vulnerability of any system or network.
3.1 As between you and BuildWorks Canada, BuildWorks Canada (or its applicable licensor)
- shall own and retain all right, title and interest in and to any and all copyrights, trademark rights, patent rights, database rights, trade secrets and other intellectual property or other rights in and to the BuildWorks Canada Services (including, without limitation, any and all content and materials accessible via the Web Site or the BuildWorks Canada Services, any improvements or design contributions to or derivative works of any of the foregoing, and any knowledge or processes related to any of the foregoing and/or provided by or on behalf of BuildWorks Canada hereunder, and
- shall own and retain all right, title and interest in and to any and all data that BuildWorks Canada
- generates in connection with the operation of the Site and/or provision of the BuildWorks Canada Services, or
- USER DATA, PERSONAL INFORMATION, AND DATA PROTECTION
4.2 You hereby warrant that your collection and use of any Personal Information contained in User data complies with all applicable data privacy and protection laws, rules, and regulations. You hereby authorize BuildWorks Canada to process such personal data in accordance with the applicable data protection laws, rules, and regulations.
- TERM AND TERMINATION
- any policy or practice of BuildWorks Canada, including, without limitation, the enforcement or application of these policies;
- the content available through BuildWorks Canada or any changes in content; or
- WARRANTIES AND DISCLAIMERS
6.1 You hereby represent and warrant to BuildWorks Canada that:
(c) you are responsible for all use of the BuildWorks Canada Services associated with your Account;
(d) you are solely responsible for maintaining the confidentiality of your Account names and password(s);
(e) you agree to immediately notify us of any unauthorized use of your Account of which you become aware;
(f) you agree that BuildWorks Canada will not be liable for any losses incurred as a result of a third party’s use of your Account, regardless of whether such use is with or without your knowledge and consent;
(g) you are unaware of any improper or illegal use to the BuildWorks Canada Services;
(i) any information you submit to BuildWorks Canada is true, accurate, and correct;
(j) you will not attempt to gain unauthorized access to the Web Site or the BuildWorks Canada Services, other accounts, computer systems, or networks under the control or responsibility of BuildWorks Canada through hacking, cracking, password mining, or any other unauthorized means; and
(k) that you are of the age of majority in AB.
6.2 THE BUILDWORKS CANADA SERVICES, DOCUMENTATION, AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND BUILDWORKS CANADA: (a) MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DOES NOT WARRANT THAT THE BUILDWORKS CANADA SERVICES, DOCUMENTATION OR WEB SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE BUILDWORKS CANADA SERVICES, DOCUMENTATION OR WEB SITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF BUILDWORKS CANADA TO ANY THIRD PARTY. USE OF THE BUILDWORKS CANADA SERVICES, DOCUMENTATION AND WEB SITE ARE AT YOUR SOLE RISK.
6.3 Notwithstanding the foregoing, in the event that any applicable law does not allow limitations on implied warranties, then any warranties are limited to the maximum extent permitted by, and for the minimum warranty period allowed by the mandatory applicable law.
- USER INDEMNIFICATION OBLIGATIONS
You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to any:
(a) use of the BuildWorks Canada Services by you;
(c) infringement, misappropriation or other violation of any intellectual property or other right of any person or entity by you. You waive all rights to bring a claim in defamation for any errors or omissions in the information posted about or by you or any other party on the Web Site.
- LIMITATIONS OF LIABILITY
8.2 OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT), UNLESS PROVIDED FOR ELSEWHERE IN A MASTER AGREEMENT. WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $100 CAD OR THE AMOUNT OF TOTAL MEMBERSHIP FEES INVOICED BY BUILDWORKS CANADA DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EARLIEST DATE ON WHICH THE EVENTS GIVING RISE TO THE LIABILITY OCCURRED.
9.1 “Confidential Information” means any trade secrets or other information of BuildWorks Canada, whether of a technical, business, or other nature, that is disclosed to you (“Recipient”) and that is marked “confidential,” or, whether or not marked, that a reasonable person would understand to be confidential given the circumstances of the disclosure. Confidential Information does not include any information that:
(a) was known to Recipient before receiving it from the disclosing party;
(b) is independently developed by Recipient without use of or reference to any Confidential Information of the other party;
(d) is or becomes part of the public domain through no fault or action of Recipient.
9.2 During and after the Term, Recipient will:
(b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and
9.6 If you provide BuildWorks Canada with confidential Subscriber Material, you agree to provide notice in accordance with Section 10.4 or through the Web Site as specifically instructed and permitted by BuildWorks Canada.
10.2 Third Party Content. We may provide, or third parties may provide, links to other third-party web sites or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any sites to which links may be provided, and you hereby waive any claim you might have against us with respect to such sites. BUILDWORKS CANADA IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Web Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party web sites or resources on the Web Site.