1build Terms of Service

Last Updated: April 3, 2020

Thank you for using 1build! These Terms of Service (“Terms”) govern your use of the1build   services,   including   the   1build   website   at  www.1build.com,   1build’s   mobileapplications, and any websites (or portions thereof) or mobile applications that areoperated by 1build (collectively, the “Services”), and are entered into by you and1build, Inc., a Delaware corporation (“1build”, “we”, “us”).By using the Services, you, the user (“you”, “user”) agree to be bound by theseTerms   and   acknowledge   and   agree   to   the   collection,   use   and   disclosure   of   yourinformation   (including   personal   information)   in   accordance   with   1build’s   PrivacyPolicy.  If you do not agree to these Terms of Service and the Privacy Policy, you may not use, access, or submit information to the Services.

1. The Services

1build  provides  an   online  cost   estimation  service  to  contractors  and  construction companies.   Users   can   get   started   by   providing   certain   identifying   information, uploading their construction plans, describing their project and placing an order fora cost estimate. Once they’ve placed an order, users can login to their account to track the status of the project and chat with their estimator. Once the cost estimate has   been   completed,   it   will   be   uploaded   to   the   user’s   account.   Users   have   the option   of   scheduling   a   fifteen   (15)   minute   phone   call   with   their   estimator   after reviewing their  estimate, where they can address any  changes or questions. The cost estimation services may also be provided by email.The cost estimate provided by us as part of these Services is merely an estimation.   We   do   not   make   any   guarantees   as   to   its   accuracy, completeness or currency.

The cost estimate should be used for guidance purposes only and should not be relied upon as the sole basis for making any decision such as placing a bid or procuring labor, building materials or equipment. Actual costs of materials, labor and equipment may vary from the cost estimate. Further, the cost estimate relies on the accuracy of the information you provided to us and does not take into account (i) unique, unusual   or   unexpected   circumstances   such   as   structural   damages,   site conditions or changes to project scope or (ii) any other factors that are not   disclosed   to   us   in   a   timely   manner.   Any   reliance   on   the   Services(including any cost estimates obtained as part of the Services or via email)is at your own risk. You understand and acknowledge that 1build is not providing professional advice and is not a trained or licensed contractor or subcontractor.   1build   strongly   recommends   that   you   retain   the appropriate   professional   services   for   certain   advice.  
YOU   AGREE   THAT NEITHER   1BUILD   NOR   ITS   AFFILIATES,   EMPLOYEES,   AGENTS   OR ESTIMATORS WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH THE USE OF COST ESTIMATES OR ADVICE RECEIVED FROM COST ESTIMATORS.

2. Your Use of the Services

1build retains all rights including intellectual property rights, title and interest in the website,   apps,   the   Services,   other   technology   of   1build,   email   databases   and   all underlying   technology   and   data,   including   any   enhancements   and   improvements thereto as a result of providing the Services hereunder.1build grants you a limited, non-exclusive, non-transferable, and revocable license to   use   the   Services   for   their   intended   purposes   subject   to   your   compliance   with these Terms and 1build’s policies. You may not, and will not allow others to copy, modify, distribute, sell, or lease any part of the Services. Further, you may not and will not allow others to reverse engineer, decompile, disassemble, extract, merge, copy,   use,   disclose,   sell   or   transfer   the   underlying   source   code   or   structure   or sequence   of   1build’s   technology   or   delete   or   alter   author   attributes   or   copyright notices.   You   may   only   access   the   Services   through   the   interfaces   that   1build provides for that purpose (for example, you may not “scrape” the Services through automated means or “frame” any part of the Services), and you may not interfere with or attempt to disrupt the Services.  Some parts of the Services may allow you to upload or submit content (such as text, pdf, images, lists, links, and other materials). You retain all rights in any content that you upload or submit, and are solely responsible for that content. You grant 1build anon-exclusive, royalty-free, worldwide, transferable, sub-licenseable license to use, store,   reproduce,   modify,   create   derivative   works   from,   and   distribute   any   such content for the purposes of operating, providing, and improving the Services. 1build may,  in its sole discretion, remove  or take down any content  that you upload or submit   to   the   Services   for   any   reason,   including   violation   of   these   Terms   or   any other policies.If you are using 1build on behalf of a business or other entity, you represent and warrant  that  you  have the necessary  authority  to  bind that  business  or  entity to these Terms and that you are agreeing to these Terms on behalf of that business or entity. In order to use the Services, you may need to create a user account. You agree that you are responsible for all conduct and transactions that take place on or using your account and that you will take precautions to keep your password and other account information   secure.   You   also   agree   that   you   will   comply   with   all   applicable   laws when accessing or using the Services and you will respect those who you encounter in your use of the Services, including estimators and individuals who support our help desk. 1build reserves the right to decline orders, terminate accounts, and/or cancel orders at any time in its sole discretion. We’re constantly modifying and improving the Services. 1build may introduce new features,   change   existing   features,   or   remove   features   from   the   Services   at   anytime and without notice. If you provide 1build with any feedback on or comments regarding   the   Services,   you   grant   1build   the   right   to   use   such   feedback   or comments for any purpose without restriction or payment to you.

3. 1build Communications

1build offers an online chat feature (“Chat”) as part of its Services. The Chat enables the user and the estimator/1build to connect directly and exchange information and ask questions. By creating a 1build account, you agree to accept and receive communications from 1build or estimators, including via Chat, email, text message, calls, and push notifications to the cellular number you provided to1build. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of 1build and/or estimators, including but not limited to communications concerning orders placed through your account for the Services.Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may opt out of such communications at any time by sending us an email at support@1build.com or writing in to us at the address provided at the end of these Terms. You may also opt-out of receiving text messages from 1build by replying “STOP” from the mobile device receiving the messages. 1build uses technology that records incoming telephone calls. If you initiate a call to one of our tracked phone numbers, we will, at our discretion, create a digital audio recording of the telephone call. A voice alert is played at the beginning of each call to notify callers that the call will be recorded. Our use of the call recording is fo quality assurance, customer service, and data tracking purposes only. If you choose to allow yourself to be recorded by continuing with the phone call after the recording notification, you expressly agree and acknowledge that:

  1. Our employees, estimators, officers, agents, authorized representatives or other trusted third parties may listen to a call that has been recorded on our behalf;
  2. Recording, transcribing, monitoring, analyzing and archiving calls may include, without limitation, the reporting and archiving of personal and non-personal data related to such calls. Such data shall be used in the manner set forth our Privacy Policy.

4. Payment Terms

To avail yourself of certain Services, including cost estimates, you will be required to pay a fee and provide information regarding your credit card   or   other   payment instrument. Payment is processed and stored through our third party   payment partner. You represent and warrant to 1build that payment information provided by you is true  and that  you  are  authorized to  use  the  payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. We currently offer two payment models – (i) fixed fee per cost estimate (amount varies based on details of the project and expediency of the request) and (ii)  a monthly   subscription. For further details regarding the payment model, please check the 1build website or email us at support@1build.com. If you select a monthly subscription, you authorize 1build to maintain your account information and charge that account automatically upon the renewal of the Services with no further action required by you. In the event that 1build is unable to charge your   account  as   authorized  by  you  when  you  enrolled  in a   monthly  subscription,1build may,  in its sole discretion:  (i) bill you for your Services and suspend your access to  the Services until payment is received, and/or (ii) seek to update your account   information   through   third   party   sources   (i.e.,  your bank or a payment processor) to continue charging your account as authorized by you.1build may change the price for monthly subscriptions from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. If you do not agree with the price changes, you have the right to reject the change by cancelling your monthly subscription before the price change goes into effect. Payments are nonrefundable and there are no refunds or credits for partially used periods.

5. THIRD PARTY CONTENT AND DISPUTES
You   agree   that   1build   does   not   assume   responsibility   for   any content, products, services, websites, advertisements, offers, or information   regarding third parties such as construction vendor partners that is made available through the Services. If you purchase, use, or access products, content, services, advertisements, offers, or information from or relating to any third parties, including construction vendor partners either on or off the Services, you agree that you do so at your own risk and that 1build will have no liability based on such purchase, use, or access.Further, any dispute you have with any third party in connection with your use of the Services, is directly between you and such third party. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE 1BUILD FROM   ANY   AND   ALL   CLAIMS,   DEMANDS,   AND   DAMAGES   (ACTUAL   AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

6. SERVICES PROVIDED AS-IS AND RELEASE OF CLAIMS


THE   SERVICES   ARE   PROVIDED   "AS   IS"   AND   "AS   AVAILABLE".   TO   THE   MAXIMUM EXTENT     PERMITTED     BY     APPLICABLE     LAW,     1BUILD     DISCLAIMS     ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY,   INCLUDING   THE   IMPLIED   WARRANTIES   OR   CONDITIONS   OF   QUALITY,FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, MERCHANTABILITY, TITLE, ANDNON-INFRINGEMENT.   IN   ADDITION,   TO   THE   MAXIMUM   EXTENT   PERMITTED   BY APPLICABLE  LAW,  1BUILD  MAKES  NO REPRESENTATION,  WARRANTY,  CONDITIONS,OR   GUARANTEE   (I)   REGARDING   THE   RELIABILITY,   TIMELINESS,   QUALITY,SUITABILITY, ACCURACY, OR AVAILABILITY OF THE SERVICES, THE COST ESTIMATES,AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY ESTIMATORS, 1BUILD ORANY   VENDOR   PARTNERS   LISTED   ON   THE   1BUILD   SERVICES,   OR   (II)   THAT   THE SERVICES   WILL   BE   UNINTERRUPTED   OR   ERROR-FREE.   1BUILD   DOES   NOT GUARANTEE   THE   QUALITY,   SUITABILITY,   OR   ABILITY   OF   ESTIMATORS   OR   VENDOR PARTNERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES   INCLUDING   COST   ESTIMATES,   AND   ANY   SERVICES   PROVIDED   BY ESTIMATORS OR VENDOR PARTNERS, REMAINS SOLELY WITH YOU.1BUILD DOES NOT WARRANT THAT THE SERVICES AND ANY CONTENT THEREON ORANY MATERIALS RECEIVED THEREFROM ARE FREE OF ERRORS, COMPUTER VIRUSES,OR   SIMILAR CONTAMINATION   OR   DESTRUCTIVE   FEATURES.   IF   YOUR   USE   OF   THE SERVICES   OR   ANY   CONTENT   THEREON   OR   MATERIALS   RECEIVED THEREFROM RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN 1BUILD WILL NOT BE RESPONSIBLE FOR THOSE COSTS TO   THE MAXIMUM EXTENT   PERMITTED   BY   APPLICABLE   LAW,   YOU   AGREE   THAT NEITHER 1BUILD NOR ITS AFFILIATES, EMPLOYEES OR ESTIMATORS WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY VENDOR PARTNERS.Furthermore,  you expressly waive  any rights  you may  have under  California  CivilCode   Section   1542   (or   analogous   laws   of   other   jurisdictions), which states:  “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her must, would have materially affected his or her settlement with the debtor or released party.”

7. LIMITATION OF LIABILITY

THIS PROVISION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL 1BUILD (INCLUDING   ITS   AFFILIATES,   AND   EACH   OF   THEIR RESPECTIVE   OFFICERS,   DIRECTORS,   EMPLOYEES,   AGENTS   OR   ESTIMATORS)   BE LIABLE   TO   YOU   FOR   ANY   INCIDENTAL,   SPECIAL,   PUNITIVE,   CONSEQUENTIAL,   OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION,CORRUPTION,   LOSS   OF   DATA,   INACCURACY   OF   MATERIALS,   LOSS   OF   PROGRAMS,FAILURE   TO   STORE   ANY   INFORMATION   OR   OTHER   CONTENT   MAINTAINED   OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT   OF   SUBSTITUTE   SERVICES)   ARISING   OUT   OF   OR   IN   CONNECTION WITH   THE   SERVICES,   OR   THESE   TERMS,   HOWEVER   ARISING   INCLUDING NEGLIGENCE, EVEN IF 1BUILD OR 1BUILD’S AGENTS OR REPRESENTATIVES KNOWOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.IN   NO   EVENT   SHALL   1BUILD   (INCLUDING   ITS   AFFILIATES,   AND   EACH   OF   THEIR RESPECTIVE   OFFICERS,   DIRECTORS,   EMPLOYEES,   AGENTS   OR   ESTIMATORS)   BE LIABLE   FOR   ANY   INDIRECT,   SPECIAL,   PUNITIVE,   INCIDENTAL,   EXEMPLARY   AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES,BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT   OF   YOUR   USE   OF   THE   SERVICES   EVEN   IF   1BUILD   OR   1BUILD’S   AGENTS   OR REPRESENTATIVES   KNOW   OR   HAVE   BEEN   ADVISED   OF   THE   POSSIBILITY   OF   SUCH DAMAGES. 1BUILD  AND ITS AFFILIATES WILL  NOT BE LIABLE FOR AGGREGATE LIABILITY FORALL CLAIMS RELATING TO THE SERVICES FOR MORE THAN THE GREATER OF $100 OR   THE   AMOUNTS   PAID   BY   YOU   TO   1BUILD   FOR   THE   PAST   12   MONTHS   OF   THE SERVICES.

8. Indemnification

You agree to defend, indemnify and hold harmless 1build and its officers, directors, employees,   agents   and  affiliates  (each,   an  "Indemnified  Party")  from  and  against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ and experts’ fees and expenses, that may be incurred by   an   Indemnified   Party   arising   out   of,   relating   to   or   resulting   from   your unauthorized   use   of   the   Services   or   from   any   breach   by   you   of   these   Terms, including   without   limitation   any   actual   or   alleged   violation   of   any   law,   rule   or regulation.

9. Termination

You   can   stop   using   the   Services   at   any   time   and   without   notice   to   us.   Similarly,1build   may   terminate   access   to   the   Services   to   you   or   any   other   users   or   stop offering the all or part of the Services at any time without notice. Such termination will not relieve you of any obligations under these Terms which are expressly or by implication intended to survive termination.

10. Governing Law; Waiver of Jury Trial

These   Terms,   the   Services,   and   the   transactions   contemplated   hereby,   and   all elated disputes between the parties arising from relating to these Terms, whether in   contract,   tort,   or   otherwise,   shall   be   governed   by   the   laws   of   the   State   ofCalifornia,   without   reference   to   California’s   conflict   of   laws   principles,   and   any related legal actions must be brought in the court of appropriate jurisdiction in theCounty   of   Santa   Clara,   California,   which   shall   have   exclusive   jurisdiction.     You hereby waive any claim of lack of jurisdiction or inconvenient forum. YOU AND WE WAIVE TRIAL BY  JURY IN ANY LEGAL ACTION ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS.  The prevailing party in any such legal action shall be entitled to an award of its reasonable legal fees and costs.

11. Entire Agreement and Severability

These Terms, subject to any amendments, modifications, or additional agreements you enter into with 1build, shall constitute the entire agreement between you and1build with respect to the Services and any use of the Services. If any provision of these Terms is found to be invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.

12. No Waiver

1build’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.

13. Assignment

You may not assign any of your rights, licenses, or obligations under these Terms.Any such attempt at assignment by you shall be void. 1build may assign its rights, licenses, and obligations under these Terms without limitation.

14. Changes to the Terms

We may make changes to these Terms from time to time. When we do so, we will post the most current version of the Terms on 1build’s website and, if a revision to the Terms is material, 1build will notify you of the new Terms (for example, on the website, by email or by a notification on the Services). Changes to these terms will not apply retroactively. Your continued use of the website or Services is conditioned upon your acceptance of the latest version of the Terms of Service accessible on the website or the Services at the time of your use.

15. Contact Information

If you have any questions or comments about these Terms, please contact 1build by email at support@1build.com or mail us at:1build, Inc. 800 West El Camino RealSuite 180, Mountain View, CA 94040