RENOWORKS SOFTWARE INC.
TERMS OF SERVICE
Last Updated: December 31, 2021
These Terms of Service (this “Agreement”) set forth the terms and conditions that apply to your access and use of the services provided by Renoworks Software Inc. (“Renoworks”, “we”, “our” or “us”), including without limitation , the Renoworks platform, Renoworks Pro, Renoworks FastTrack, Renoworks Design Services, Renoworks API, Renoworks websites (including, without limitation, renoworks.com, renoworkspro.com and all sub-domains), custom-branded client solutions, Renoworks solutions, related software and services, any of the foregoing that are for use by a client of Renoworks, Renoworks 3D Models and Measurements, property summaries and reports, and, without limitation, any measurements, estimates, models, renderings, data, property summaries, pictures, recommendations or other information provided by or derived from the forgoing (the “Services”).
BY ACCESSING OR USING THE SERVICES OR CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES. IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
Ability to Enter into this Agreement
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.
Intellectual Property Rights
All material and services provided by or through Renoworks, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.
Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, Renoworks grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you. You are not permitted to download, copy or otherwise store any Materials.
If Renoworks, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Services or any of its, your or a third party system, then Renoworks may immediately suspend access to or use of the Services. The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount. Renoworks has no liability to you for suspending the Services under this provision.
This section does not apply to Content; however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Renoworks related to the Services, Renoworks or its business (“Feedback”) are and will be Renoworks’ exclusive property without any compensation or other consideration payable to you by Renoworks, and you do so of your own free will and volition. Renoworks may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Renoworks may decide into the Services, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Renoworks in any Feedback and, as applicable, waive any moral rights.
Renoworks retains the right to generate Aggregated Data using your Content. Any such Aggregated Data will be owned by Renoworks and you acknowledge and agree that Renoworks may use or share any such Aggregated Data for any business purpose, including without limitation for the purpose of enhancing and providing the Services. “Aggregated Data” means data, including without limitation Content, which has been stripped of information potentially identifying you or any other person or which contains any personal information, and which has been manipulated and combined with other data to provide generalized anonymous information that cannot be used or reverse-engineered to identify you or any other person. You are still responsible for any and all personal information that is part of any Content (as defined below).
Your Profile Information and Account
If you sign up for a Renoworks account (“Account”), you agree that Renoworks is providing you with one user identification reference that you will use to create a username and password (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with this Agreement. You agree and understand that you are responsible for maintaining the confidentiality of your User ID. That User ID, together with any or other user information you provide, including but not limited to your social media profiles and location, will form your “Profile Information” and allow you to access your Account. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to Renoworks that you have not misrepresented any Profile Information. You are responsible for any Profile Information that may be lost or unrecoverable through the Services.
Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Renoworks immediately. It is your responsibility to update or change any Account or Profile Information, as appropriate.
In the case of any newsletter or other marketing initiatives, you can withdraw your consent to receiving those communications and unsubscribe to any Renoworks subscriptions at any time by clicking “Unsubscribe” at the bottom of such communication or by contacting email@example.com. Doing so may have a material impact on our ability to provide any Services to you, and we are not responsible if you do so.
Submission of Content
The Services enable you to provide or upload content, including but not limited to photos, images, messages, materials, data, text, music, sound, videos, graphics, applications, files, code and other information or content (collectively, “Content”), to Renoworks for the purpose of providing the Services or as otherwise permitted under this Agreement. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.
Renoworks will use Content you upload solely in connection with providing the Services to you, and for no other reason. You agree that by uploading, or otherwise providing any Content on or through the Services, you grant to Renoworks a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Content.. This license includes the right to host, index, cache or otherwise format your Content in order to provide the Services.
You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Renoworks or Renoworks’ use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.
You agree that Renoworks is not responsible for any violations of any third party intellectual property rights in any Content that you submit to Renoworks. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you.
Acceptable Use and Conduct:
You agree that you will not publish or make available any Content that, or use the Services in a manner that:
Transactional Service Pricing
Certain portions of the Services allow for one-time orders of “Renoworks 3D Models and Measurements”, “Property Summaries and Reports”, “Design Services” and other property measurement, interactive designs, and design reports (collectively, “Reports”). The pricing for Reports will be posted from time to time on the applicable order page within the Services. All Report purchases are final and non-refundable.
If you purchase any Reports, you agree that our third party payment processors, such as Paypal, may store your credit or charge card or other payment information. You agree that we are authorized to charge you a fee for the Reports you purchase, plus applicable taxes, to the credit or charge card you provide.
Disclaimer of Warranties
YOUR USE OF THE SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SERVICES, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RENOWORKS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
RENOWORKS DISCLAIMS ANY WARRANTY THAT THE SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME RENOWORKS MAY CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SERVICES OR OTHER ACTIONS THAT RENOWORKS, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. RENOWORKS MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SERVICES; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR CONTENT WITH THE SERVICES.
RENOWORKS IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY RENOWORKS, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY RENOWORKS.
You are solely responsible for ensuring that Your CONTENT is compatible with THE SERVICES. Renoworks disclaims any liability or responsibility for any unauthorized use of Your CONTENT by third parties or OTHER Users of THE SERVICES and is not responsible for protecting Your CONTENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RENOWORKS OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
THE SERVICES ARE offered and controlled by Renoworks from its facilities in Canada. Renoworks makes no representations that THE SERVICES ARE appropriate or available for use in other locations. Those who access or use THE SERVICES from other jurisdictions do so at their own volition and are responsible for compliance with local law.
RENOWORKS IS A SOFTWARE PROVIDER AND DOES NOT MANUFACTURE, DISTRIBUTE OR SELL THE BUILDING PRODUCTS LISTED ON THE SERVICES AND HAS NO CONTROL OVER SUCH PRODUCTS. YOU ACKNOWLEDGE AND AGREE THAT RENOWORKS HAS NO LIABILITY TO YOU IN RESPECT OF THE ACCURACY, SUITABILITY, SAFETY, MEASUREMENTS, PRICING, DELIVERY, LEGALITY, GEOGRAPHIC LOCATION AND OTHER MATTERS RELATED TO BUILDING PRODUCTS SOLD OR ADVERTISED VIA THE SERVICES.
Third Party Sites and Content
The Services may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Services. These other websites are not under Renoworks’ control, and you acknowledge that Renoworks is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Renoworks or any association with its operators. You further acknowledge and agree that Renoworks will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.
You acknowledge that the Services incorporate services provided by Google, LLC (“Google”), including, streetview location-enabled features, analytics, data insights and geolocation. If you use such functionality through the Services then you agree to be bound by Google’s terms and conditions available at https://www.google.com/intl/en-US_US/help/terms_maps/. These features are provided “as is” without warranties and Renoworks disclaims all liabilities associated with such functionality.
Exclusive Remedy and Limitation of Liability
YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL RENOWORKS OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF RENOWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT. RENOWORKS’ TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE AMOUNT THE USER PAID (IF ANYTHING) FOR SERVICES OR (B) $100. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, RENOWORKS’ LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, RENOWORKS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO RENOWORKS OR THROUGH THE SERVICES. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.
Renoworks will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Services.
Waiver of Jury Trial and Class Action Rights
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SERVICES AND/OR THIS AGREEMENT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
Limitation of Time
You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.
You agree to indemnify, defend, and hold harmless Renoworks, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Services, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Services and any Content, including without limitation your Profile Information and any third party Content forming part of the Services; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein. Renoworks reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Renoworks and you agree to cooperate with Renoworks’ defense of these Claims. You agree not to settle any matter without the prior written consent of Renoworks. Renoworks will use reasonable efforts to notify you of any such Claims upon becoming aware of it.
Cancellation and Termination
You may cancel your Account at any time by emailing firstname.lastname@example.org. Cancellation must be issued via Renoworks’ support addresses. This is the only way to cancel your Account. Email requests from email accounts other than your Renoworks email account or phone requests to cancel your Account will not be accepted.
Renoworks is under no obligation to store your Content and may delete your Account and your Content immediately upon cancellation or may keep your Account and your Content for up to one year, to the extent permitted by applicable laws.
Renoworks reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Renoworks reserves the right to modify, suspend or discontinue the Services, or any portion thereof, at any time and for any reason, with or without notice.
If there is any dispute between you and Renoworks about or involving this Agreement, or the Services, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Except for any claim involving the ownership of intellectual property, all disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration pursuant to the Arbitration Act (Alberta) or the International Commercial Arbitration Act (Alberta), as applicable. The case will be adjudicated by a single arbitrator. The place of arbitration will be Calgary, Alberta, Canada. The language of the arbitration will be English. Notwithstanding the foregoing, Renoworks may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by Renoworks through injunctive relief and other equitable remedies without proof of monetary damages.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.
You agree that if Renoworks does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Renoworks has the benefit of under any applicable law), this will not be taken to be a formal waiver of Renoworks’ rights and that those rights or remedies will still be available to Renoworks.
The sections of “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Exclusive Remedy and Limitation of Liability”, “Waiver of Jury Trial and Class Action Rights”, “Limitation of Time”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.
This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.
Repeat Infringer Policy and Copyright Complaints
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Renoworks has adopted a policy of terminating, in appropriate circumstances and at Renoworks’ sole discretion, subscribers or Account holders who are deemed to be repeat infringers. Renoworks may also limit access to the Services and/or terminate the Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you believe that any work on the Services infringes upon any copyright which you own or control you may file a notification of such infringement with Renoworks’ Designated Agent as set forth below, and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services that you claim is infringing; (4) your address, telephone number and email address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.:
Name of Agent Designated to Receive Notification of Claimed Infringement: Legal – Copyright Claim
Full Address of Designated Agent to Which Notification Should be Sent: Doug Vickerson
Email Address of Designated Agent: email@example.com
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by Renoworks or the alleged infringer as the result of Renoworks relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
You may contact Renoworks by email at firstname.lastname@example.org.