Terms of Service
Please read these Terms of Service (the “Agreement”) carefully. Your use of the iBuild Platform (as defined below) constitutes your consent to this Agreement.
This Agreement is between yourselves and iBuild Global Inc. ( hereinafter referred to as “Company” or “we” or “us”) concerning your use of and access to the Company’s website currently located at www.ibuild.global and the Company’s mobile applications (together with any materials and services available therein, and successor site(s) or app(s) thereto, collectively the “iBuild Platform”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by the Company through the iBuild Platform, or otherwise made available to you by the Company.
By using the iBuild Platform, you affirm that you are of legal age to enter into this Agreement.
If you are an individual accessing or using the iBuild Platform on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the iBuild Platform and to any such Organization.
This Agreement contains a mandatory arbitration provision that, as further set forth in Section 22 below, requires the use of arbitration on an individual basis to resolve disputes, rather than trials or any other court proceedings, or class actions of any kind.
1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the iBuild Platform. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
Your use of the iBuild Platform following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the iBuild Platform (including access to the iBuild Platform via any third-party links); charge, modify or waive any fees required to use the iBuild Platform; or offer opportunities to some or all iBuild Platform users.
3. Jurisdictional Issues. The iBuild Platform is controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The iBuild Platform may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the iBuild Platform is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the iBuild Platform’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose. If you access and use the iBuild Platform from a non-U.S. jurisdiction, your use may be subject to additional country-specific terms.
§ 3.1. Kenya: Where the platform is accessed from Kenya, the Kenya Jurisdiction/law shall apply and the rules as provided under the Kenya Information and Communication Act (Amendment act) and the regulations as amended from time to time or any other law enacted thereafter.
4. Rules of Conduct. In connection with the iBuild Platform, you must not:
· Post, transmit or otherwise make available through or in connection with the iBuild Platform any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
· Post, transmit or otherwise make available through or in connection with the iBuild Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
· Use the iBuild Platform for any commercial purpose that is not relevant to the Services offered through the iBuild Platform, or for any purpose that is fraudulent or otherwise tortious or unlawful.
· Use the iBuild Platform in violation of this Agreement.
· Harvest or collect information about users of the iBuild Platform.
· Interfere with or disrupt the operation of the iBuild Platform or the servers or networks used to make the iBuild Platform available, including by hacking or defacing any portion of the iBuild Platform; or violate any requirement, procedure or policy of such servers or networks.
· Restrict or inhibit any other person from using the iBuild Platform.
· Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the iBuild Platform except as expressly authorized herein, without Company’s express prior written consent.
· Reverse engineer, decompile or disassemble any portion of the iBuild Platform, except where such restriction is expressly prohibited by applicable law.
· Remove any copyright, trademark or other proprietary rights notice from the iBuild Platform.
· Frame or mirror any portion of the iBuild Platform, or otherwise incorporate any portion of the Site into any product or service, without Company’s express prior written consent.
· Systematically download and store iBuild Platform content.
· Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather iBuild Platform content, or reproduce or circumvent the navigational structure or presentation of the iBuild Platform, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Company’s website’s root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Company’s website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the iBuild Platform.
5. The iBUILD Platform. The iBUILD Platform is a web and mobile application-based communications platform that enables the connection between Customers and Service Providers. “Customers” are individuals and/or businesses, who have registered with the iBuild Platform in accordance with Section 6 below, seeking to obtain construction related services and/or materials (“Services”) from Service Providers. “Service Providers” are individuals and/or businesses, who have registered with the iBuild Platform in accordance with Section 6 below, seeking to perform Services for Customers. Customers and Service Providers are collectively referred to in this Agreement as “Users.” Customer understands that there are different categories of Service Providers, and any assistants, helpers, subcontractors or other individuals engaged by a Service Provider are collectively referred to as “Workers”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. If you agree on the terms for the performance of Services with another User, you and such other User form a Service Agreement directly between one another as set forth in more detail in Section 10 below. SERVICE PROVIDERS ARE INDEPENDENT SERVICE PROVIDERS AND NOT EMPLOYEES OF COMPANY. COMPANY DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. USERS HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A SERVICE PROVIDER’S WORK AND IS NOT RESPONSIBLE FOR THE WORK PERFORMED OR THE SERVICES IN ANY MANNER. The iBuild Platform only enables connections between Users for the performance of Services. Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Services, Service Providers, or Customers, nor to the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the Services requested or provided by Users identified through the iBuild Platform, whether in public, private, or offline interactions. COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES OR ANY USE THEREOF. COMPANY HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
6. Account Registration, Password and Security. When and if you register with the iBUIILD Platform, you agree to (a) provide accurate, current and complete information about yourself as prompted by our registration form (including your email address and, as applicable, professional license and/or certification registration information and substantiation) and (b) maintain and update your information (including your email address) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your access to and use of the iBuild Platform. As part of the registration process, you will be asked to select a username and password and to provide a valid mobile phone number. We may refuse to grant you a User account if the mobile phone number you provide is already registered to another User account, or if your selected username impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive or may cause confusion, as determined by us in our sole discretion. You agree not to transfer or resell your use of or access to the iBuild Platform to any third party. If you have reason to believe that your account with us is no longer secure, you must promptly change your password. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
By providing your mobile phone number and using the iBuild Platform, you hereby affirmatively consent to our use of your mobile phone number for calls and texts (including prerecorded and/or by automatic telephone dialing systems) in order to (a) perform and improve upon the iBuild Platform, (b) facilitate the carrying out Services through the iBuild Platform, (c) provide you with information and reminders regarding your registration, upcoming Services, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Services and/or in follow up to any push notifications delivered through our mobile application. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from Company by replying, “STOP” to unsubscribe or by emailing email@example.com and specifying you want to opt-out of text message communications from Company. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing firstname.lastname@example.org and specifying you want to opt-out of phone call communications from Company. You understand that we may send you a text confirming any opt-out by you. You acknowledge that opting out of text messages may impact your ability to use certain features of the iBuild Platform.
7. Accessible Features. Subject to any limitations set forth in this Agreement, creation of a User account in accordance with Section 6 above enables Users to access the following features of the iBuild Platform:
· Service Provider profiles, past work history, past customer comments, feedback and ratings and formal qualifications.
· Customer comments, feedback and ratings on Service Providers (and the ability to provide the same).
· Advance price quotes for requested Services prior to selecting a Service Provider (and the ability to provide the same).
· Creation of an iBUILD Digital Savings Wallet.
· Booking of Services and Customer commitment of funds from Customer’s iBuild Digital Savings Wallet (defined below).
· Customer payment for performance of Services and Service Provider receipt of payment for performance of Services through the iBuild Digital Savings Wallet.
· Service Provider payment of Workers for performance of Services and Worker receipt of payment for performance of Services through the iBuild Digital Savings Wallet.
· Service Providers who are contractors shall also have the ability to:
o Search for open requests for Services.
o Identify Workers with necessary skills and availability to perform Services.
o Manage the construction process and performance of Services.
· Service Providers who are Workers shall also have the ability to:
o Identify available jobs and track hours worked for a contractor Service Provider.
o Locate training content to improve skills.
o Track hours towards professional certifications.
8. User Vetting. In Company’s sole discretion, Users may be subject to an extensive vetting process via third-party background check services. Users hereby give consent to Company to conduct background checks as often as required in compliance with applicable laws, including, without limitation, the Fair Credit Reporting Act. Although Company may perform background checks of Users as outlined above, Company is not required to do so and cannot confirm that each User is who they claim to be. Consequently, Company cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the iBuild Platform. When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons you do not know. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE IBUILD PLATFORM, AND YOU HEREBY RELEASE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELETAED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE IBUILD PLATFORM OR YOUR PERFORMANCE OR RECEIPT OF SERVICES.
9. User Representations and Warranties. Each User represents and warrants that you will: (i) respect the privacy, property, and data protection rights of other Users and that you will not record (by video, audio, or otherwise) any Services or any interaction by or with any User and/or Company in connection with the iBUILD Platform without the prior written consent of the applicable User; (ii) fulfill the commitments you make to other Users including paying/ receiving payment through the iBuild Digital Savings Wallet, communicating clearly and promptly through the iBuild Platform, being present and/or available at the time and location you agree upon with your Customer or Service Provider, as applicable, and only utilizing the third-party payment processing system specified or approved by Company to make or receive payments for Services; and (iii) act professionally and responsibly in your interactions with other Users. In addition: (a) each Service Provider represents and warrants that you will: (i) provide timely, high quality Services to your Customer; (ii) only offer and provide Services for which you have the necessary skills and expertise; (iii) provide the Services safely and in accordance with any applicable laws and regulations, and (iv) to the extent applicable, maintain any professional license and/or certifications necessary to provide Services; and; (b) each Customer represents and warrants that you will: (i) use the iBUILD Platform to request and book Services solely with respect to a location where Customer is legally authorized to have the Services performed; (ii) treat Service Providers courteously and lawfully; and (iii) provide a safe and appropriate working environment for Service Providers that is in compliance with all applicable laws and regulations.
10. Contracts between Customers and Service Providers. You acknowledge and agree that a contract (the “Service Agreement”) is formed when you agree on the terms for Services, including payment terms and Service milestones (“Milestones”), with another User. The terms of the Service Agreement include the terms set forth in Section 9 above, the engagement terms proposed and accepted on the iBuild Platform, and any other contractual terms accepted by both the Customer and the Service Provider, to the extent such terms do not conflict with the terms in this Agreement (including in Section 9 above) and do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Service Provider. Where approved in advance by the Customer, the Service Provider is not obligated to personally perform the Services. Before any Services are performed by Workers engaged by the Service Provider, the Service Provider shall require any such individuals to become registered Service Providers on the iBuild Platform, pursuant to Company policies as described on the iBuild Platform. A Service Provider’s failure to delegate the performance of Services to a Worker who is not registered on the iBuild Platform as a Service Provider could lead to termination of such Service Provider’s right to access and use the iBuild Platform. The Service Provider assumes full and sole responsibility for the payment of all compensation, benefits and expenses of Workers, if any, and for all required tax withholdings as to the Service Provider and all persons engaged by the Service Provider in the performance of the Services. The Customer shall pay their Service Provider directly for completed Services at the rates agreed to by the parties in the Service Agreement through the iBuild Digital Savings Wallet as described in Section 11 below. You agree to (i) comply with this Agreement during the engagement, performance and completion of Services, (ii) notify Company of any complaints or disputes prior to negotiation or filing of any claims and to comply with any applicable policies posted on the iBuild Platform, and (iii) to negotiate any dispute informally via Company representatives for at least thirty (30) days before initiating any proceedings against the Customer or Service Provider, as applicable.
11. Payments. Users of the iBuild Platform contract for Services directly with other Users. Company is not a party to any contracts for Services. Payment for Services through the iBuild Platform is made directly from the Customer to the Service Provider and not by Company. Company solely makes available the ability to pay or receive payment through the iBuild Platform via a third party payment processor (the “iBuild Digital Savings Wallet”). If you wish to create and use the iBuild Digital Savings Wallet, you may be asked to supply certain relevant information, such as your bank account number or credit/debit card number and its expiration date, your billing address and your shipping information. You represent and warrant that you have the right to use any bank account and credit/debit card that you submit in connection with the iBuild Digital Savings Wallet. By submitting such information, you grant to us the right to provide such information to third parties (including third party payment processors) for purposes of facilitating payment for Services through the iBuild Digital Savings Wallet. Verification of information may be required prior to the acknowledgment or completion of any payment for Services through the iBuild Digital Savings Wallet. For the avoidance of doubt, iBuild will not store any such information on the iBuild Platform.
Users may be required to register with the third party payment processor retained by iBuild to process payments through the iBuild Digital Savings Wallet (the “Payment Processor”), which may include a vetting process at the request of the Payment Processor. Terms of Service between Users and the Payment Processor are available on the iBuild Digital Savings Wallet account set-up page (the “Payment ToS”). By creating and using an iBuild Digital Savings Wallet, each User accepts and consents to the Payment ToS.
§ 11.1. Kenya: Your use of the iBuild Digital Savings Wallet may be subject to usage fees in accordance with the National Payment System Act 2011, No. 39 of 2011 and the National Payment System Regulations, 2013 or as directed by the Central Bank of Kenya.Users are responsible for any taxes required to be paid on the Services (other than taxes on iBuild’s income).
Customers agree to pay all charges incurred by Customer or on Customer’s behalf through the iBuild Platform, at the prices agreed to and the timing set forth in the applicable Service Agreement (including any out of pocket expenses agreed with and submitted by a Service Provider in connection with the Services). Funds (via credit card, debit card, bank account, or mobile account) sufficient to pay for the first Milestone must be transferred to a Customer’s iBuild Digital Savings Wallet prior to requesting a quote for Services; funds for each subsequent Milestone (if any) shall be transferred to a Customer’s iBuild Digital Savings Wallet promptly following completing of the prior Milestone. Once a Milestone has been completed, as verified by the Service Provider and Customer via the functionality of the iBuild Digital Savings Wallet, the funds allocated to such Milestone in the Customer’s iBuild Digital Savings Wallet will be transferred to the Service Provider’s Digital Savings Wallet.
Service Providers agree to pay Workers through the iBuild Platform, based upon the terms and conditions agreed to by the applicable Service Provider and Worker (including any out of pocket expenses agreed with and submitted by a Worker in connection with the Services).
12. Profiles and Forums. Users may make available certain information, materials and images, including reviews and ratings of specific Users and photographs of completed projects (each, a “Submission”) through or in connection with the iBuild Platform, including on user account pages or on the iBuild Platform’s interactive services, such as message boards and other forums, and chatting, commenting, rating and other messaging functionality. Company has no control over and is not responsible for any Submissions or any use or misuse (including any distribution) by any third party of Submissions. Company encourages each User to provide objective, constructive and honest feedback about the other Users with whom they have transacted; however you understand and agree that Company is not liable for Submissions.
13. License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the iBuild Platform or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
14. Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the iBuild Platform, or analyze your access to or use of the iBuild Platform. We may disclose information regarding your access to and use of the iBuild Platform, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
15. Your Limited Rights. The iBuild Platform mobile application is licensed (not sold) to end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the iBuild Platform mobile application, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the iBuild Platform mobile application on a mobile device that you own or control, solely for your personal, non-commercial use. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately cease using the iBuild Platform mobile application and remove (that is, uninstall and delete) the iBuild Platform mobile application from your mobile device. In addition, subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the iBuild Platform website, you may view one (1) copy of any portion of the iBuild Platform website to which we provide you access under this Agreement, solely for your personal, non-commercial use.
16. Company’s Proprietary Rights. We and our suppliers own the iBuild Platform, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include IBUILD and any associated logos. All trade names, trademarks, service marks and logos on the Site not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the iBuild Platform should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
17. Third Party Materials; Links. Certain iBuild Platform functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the iBuild Platform at any time. In addition, the availability of any Third Party Materials through the iBuild Platform does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).
18. Disclaimer of Warranties. To the fullest extent permitted under applicable law: (a) the iBuild Platform and any Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) Company disclaims all warranties with respect to the iBuild Platform and any Products and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.
While we try to maintain the timeliness, integrity and security of the iBuild Platform, we do not guarantee that the iBuild Platform is or will remain updated, complete, correct or secure, or that access to the iBuild Platform will be uninterrupted. The iBuild Platform may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the iBuild Platform. If you become aware of any such alteration, contact us at email@example.com with a description of such alteration and its location on the iBuild Platform.
19. Limitation of Liability. To the fullest extent permitted under applicable law: (a) Company will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of Submissions (including unauthorized interception by third parties of any Submissions), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Company will not be liable for damages of any kind resulting from your use of or inability to use the iBuild Platform or from any Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the iBuild Platform or any Products or Third Party Materials is to stop using the iBuild Platform; and (d) the maximum aggregate liability of Company for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of $10.00 and the total amount, if any, paid by you to Company to use the iBuild Platform. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and the Affiliated Entities, and their respective successors and assigns.
20. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the iBuild Platform (including all Submissions); and (b) any violation or alleged violation of this Agreement by you.
21. Termination. This Agreement is effective until terminated. Company may terminate or suspend your use of the iBuild Platform at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the iBuild Platform will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials; provided that, to the extent you are owed money for Services performed or owe money for Services provided to you, your right to receive or obligation to pay any such amounts shall not be extinguished by any such termination or suspension and iBuild shall have the right (but not the obligation) to keep your iBuild Digital Savings Wallet active until all such payments are made. Sections 2–5, 7–10 and 12–25 shall survive any expiration or termination of this Agreement.
22. Governing Law; Arbitration. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and Company, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Company and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.
You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.
The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/CommercialRules_Web.pdf The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
23. Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Company does not endorse any of the products or services listed on such site.
24. Information or Complaints. If you have a question or complaint regarding the iBuild Platform, please send an e-mail to firstname.lastname@example.org. You may also contact us by writing to 1700 Pennsylvania Ave NW, Box # 7914, Washington, DC USA 20044. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.
California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
25. Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the iBuild Platform infringe your copyright, you (or your agent) may send to Company a written notice by mail, e-mail or fax, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to email@example.com as follows: By mail to iBUILD Global, Inc. 1700 Pennsylvania Ave NW, Box # 7914 Washington, DC USA 20044 or by e-mail to firstname.lastname@example.org.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
26. Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
27. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the iBuild Platform or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
28. Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Company in accordance with the “Information or Complaints” section above. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the App may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, Company’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.
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