Beta Trial Terms of Service

  1. Homepage
  2. Beta Trial Terms of Service

These Terms of Service were last updated on September 30, 2020.

This Beta Trial Terms of Service (the “Agreement”) is an agreement between the person (each such person referred to as a “User”, “you” or “your”) visiting, browsing, accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Services (as defined below) and Buildster Inc., a corporation incorporated under the laws of Canada (such entity referred to as “Company”, “us”, “we”, or “our”, and together with you, the “Parties” and each, individually, a “Party”), and is entered into the earlier of: (a) the date you or any User authorized by you first uses any part of the Services; or (b) the date you agree to be bound by this Agreement (the “Effective Date”).

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AND IN THE CUSTOMER TERMS OF SERVICE AVAILABLE AT WWW.BUILDSTERAPP.COM WHICH ARE INCORPORATED BY REFERENCE HEREIN, AS EITHER MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12.11 BELOW. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE SERVICES. YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF YOU ARE USING THE SERVICES ON BEHALF OF ANOTHER PERSON, YOU HEREBY REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

  1. Definitions
  1. “Beta Trial” means a limited period of time during which Company offers the Services to pre-screened and validated customers on a no-charge basis to test the Services and provide feedback to Company.
  2. “Customer Data” means any data, information, content, records, and files that you (or any of your Users) loads, receives through, transmits to or through or enters into the Services.
  3. “Data Protection Legislation” means all applicable privacy and data protection laws including the Personal Information Protection and Electronic Documents Act (Canada) and all codes of practice and all applicable Canadian privacy legislation governing Personal Information of individuals, as the same may be amended, modified or replaced from time to time.
  4. “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
  5. “Personal Information” means information about an identifiable individual.
  6. “Services” means the services through which Company hosts and makes available its networking and project and team management productivity platform known as “Buildster” on a Beta Trial basis, including the services made available through the Website and the technical support services described in Section 6.
  7. “Term” has the meaning set out in Section 11.
  8. “User Account” has the meaning set out in Section 5.
  9. “Website” means any website or mobile platform used by us to provide the Services, including the website located at www.buildsterapp.com and the mobile application located at the Apple and Google application stores.
  1. Services
  1. Availability of the Services. Subject to your compliance with the terms and conditions of this Agreement, we will make the Services available to you on a Beta Trial basis on the terms and conditions set out in this Agreement.
  2. Restrictions on Use. You shall not:
  1. sub-license, sell, rent, lend, lease or distribute the Services or any intellectual property rights therein or otherwise make the Services available to others;
  2. use the Services to facilitate or provide timesharing, service bureau use or commercially exploit the Services or otherwise permit any other person or entity to use the Services;
  3. use the Services in violation of any applicable law or intellectual property right;
  4. use the Services in a manner that threatens the security or functionality of the Services;
  5. use the Services to create, collect, transmit, store, use or process any Customer Data that:
  1. contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
  2. you do not have the lawful right to create, collect, transmit, store, use or process; or
  3. violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
  1. modify the Services;
  2. reverse engineer, de-compile or disassemble the Services;
  3. remove or obscure any proprietary notices or labels on the Services, including brand, copyright, trademark and patent or patent pending notices;
  4. use the Services for the purpose of building a similar or competitive product or service;
  5. perform any vulnerability, penetration or similar testing of the Services; or
  6. use the Services for any purpose or in any manner not expressly permitted in this Agreement
  1. Third Party Use of Services. You will not permit any other person to take any of the actions set out in Section 2.2 above.
  2. Suspension of Use; Scheduled Downtime; Modifications. We may, at our discretion:
  1. suspend your use of the Services or any component thereof:
  1. for scheduled maintenance;
  2. if you or any User violates any provision of this Agreement; or
  3. to address any emergency security concerns; and
  1. modify the Services.
  1. Ownership; Reservation of Rights
  1. You retain all ownership and intellectual property rights in and to Customer Data. You grant to us a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Data to provide the Services. We may collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including information concerning Customer Data and data derived therefrom), and during and after the Term of this Agreement, we may: (i) use such data and information to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and our other offerings; and (ii) disclose such data solely in aggregated or other anonymized form in connection with our business.
  2. We, and our licensors, retain all ownership and intellectual property rights in and to: (i) the Services; (ii) anything developed or delivered by or on behalf of us under this Agreement; and (iii) any Modifications to the foregoing.
  3. You agree to provide reasonable feedback to us including, but not limited to, suitability, problem reports, suggestions and other information with respect to the Services (“Feedback”). You hereby grant to us a fully paid-up, royalty-free, worldwide, assignable, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services and/or any other of our products or services, or for any other purposes, any Feedback provided by you or your Users.
  4. All rights not expressly granted by us to you under this Agreement are reserved.
  1. Privacy

Each party shall at all times comply with its respective obligations under the Data Protection Legislation and all privacy and data protection laws and regulations applicable to it in relation to all Personal Information Processed by it in connection with this Agreement, including by maintaining a valid and current registration or notification under the Data Protection Legislation, if required.

You shall obtain all necessary and required consents with respect to the processing of Customer Data which includes Personal Information in compliance with the Data Protection Legislation.

You agree (on your behalf and on behalf of each User) to our access, use, collection, storage and disclosure of your and each User’s Personal Information for the purposes authorized under this Agreement. You understand that Personal Information, including the Personal Information of Users, will be treated in accordance with our privacy policy located at www.Buildsterapp.com (the “Privacy Policy”).

Company agrees that at all times when processing Personal Information included in Customer Data it shall implement appropriate technical and organizational security measures governing the processing of such Personal Information to be carried out. These measures must ensure an appropriate level of security so as to avoid unauthorised or unlawful processing or accidental loss, destruction or damage of Personal Information, including but not limited to taking reasonable steps to ensure the reliability of personnel having access to Personal Information.

  1. User Account

You agree to provide accurate and complete registration when creating an account to use the Services (the “User Account”). You acknowledge and agree that you are responsible for the compliance with this Agreement by all of the Users which you invite to create an account, any guidelines and policies published by us from time to time, and the activities of all of your Users on the Services. You will ensure that all of your Users only use the Services through the User Account and will not share the User Account with any other person who is not an employee or contractor of yours. You will promptly notify us of any actual or suspected unauthorized use of the Services. We reserve the right to suspend, deactivate, or replace any User Account if we determine that the User Account may have been used for an unauthorized purpose.

  1. Technical Support Services

You will have access to our technical support services through email at admin@buildsterapp.com or through the technical support sections of the Website. We will use commercially reasonable efforts to fix reported errors and provide you with support and consultation concerning the Services.

  1. Fees

The Services are offered on a no-charge basis during the Term.

  1. Confidential Information
  1. Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, the Recipient should recognize as being confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
  2. Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights under this Agreement or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as great as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
  3. Exceptions to Confidentiality. Notwithstanding Section 8.2, Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in our case, to our potential assignees, acquirers or successors, if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving our business or assets.
  1. Warranty; Disclaimer; Indemnity
  1. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOLLOWING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
  2. Your Warranty. You represent and warrant to, and covenant with us that Customer Data will only contain Personal Information in respect of which you have provided all notices and disclosures (including to each User), obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to provide the Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to us and to or from all applicable third parties.
  3. GENERAL DISCLAIMER. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY US TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, WE EXPRESSLY DISCLAIM ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.

  1. Indemnity. You will defend, indemnify and hold us harmless, including our employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Users) liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) your breach of any of your obligations, representations or warranties under this Agreement; or (iii) use of the Services (or any part thereof) by you or any User in combination with any third party software, application or service. You will fully cooperate with us in the defense of any claim defended by you pursuant to your indemnification obligations under this Agreement and will not settle any such claim without our prior written consent.
  1. Limitation of Liabilities

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOLLOWING LIMITATIONS MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

The Parties acknowledge that the following provisions have been reviewed in detail (with legal counsel, if obtained) and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

  1. AMOUNT. IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SERVICES. IN NO EVENT WILL OUR THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
  2. TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
  1. Term and Termination
  1. Term. This Agreement will commence on the Effective Date and continue to be in effect until terminated in accordance with its terms (the “Term”).
  2. Termination for Convenience. A Party may terminate this Agreement at any time by providing advance written notice of not less than thirty (30) days to the other Party.
  3. Termination for Cause. A Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement.
  4. Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 7 (Fees), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer; Indemnity), Section 10 (Limitation of Liabilities), Section 11.4 (Survival), and Section 12 (General Provisions).
  1. General Provisions
  1. Notices. Notices sent to either Party will be effective when: (i) delivered in person or by email, (ii) one day after being sent by overnight courier, or (iii) five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent: (i) if to us, to the following address:

Attn: Administration Department

BUILDSTER INC.

623 49 Avenue SW

Calgary AB T2S 1G6

Canada

and (ii) if to you, to the current postal or email address that we have on file with respect to you. We may change our contact information by posting our new contact information on the Website or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with us current at all times during the Term.

  1. Assignment. You will not assign this Agreement to any third party without our prior written consent, which may be unreasonably withheld. We may assign this Agreement or any rights under this Agreement to any third party without your consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
  2. Choice of Law. Except as restricted by applicable law, this Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Calgary, Alberta, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
  3. Export Restrictions. You will comply with all export laws and regulations that may apply to your use of the Services.
  4. Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect to us in this Agreement means our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.
  5. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, pandemics (including associated with COVID-19), civil unrest, acts of terror, strikes or other labour problems (other than those involving our employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites.
  6. Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
  7. Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
  8. Independent Contractors. Our relationship with you is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
  9. Entire Agreement. This Agreement, along with the Customer Terms of Service (available at www.buildsterapp.com) constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral. In the event of inconsistency between this Agreement and the Customer Terms of Service shall prevail.
  10. Amendments. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WE MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING YOU PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY US, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO YOU OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
Copyright © 2020 Buildster