StructShare End User License Agreement

PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE APP.

By clicking the “accept” or “ok” button, or installing and/or using the StructShare mobile software application (the “App“) you expressly acknowledge and agree that you are entering into a legal agreement with StructShare Technologies Ltd. (“StructShare“, “we“, “us” or “our“), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this End User License Agreement (“Agreement“).  You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.  If you do not agree to be bound by this Agreement please do not download, install or use the App.

  1. Ability to Accept. By installing the App you affirm that you are over thirteen (13) years of age.  If you are between the age of thirteen (13) and eighteen (18) years then, prior to installing the App, you must first review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand its terms and conditions and agree to them.
  2. Description of the App. The App is intended to enable communication between construction contractors (“Contractors”) and suppliers of construction materials and services (“Suppliers“) for business purposes.
  3. Subject to the terms and conditions of this Agreement, we hereby grant you a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License“) to: (i) download, install and use the App on a mobile telephone, tablet or device (each a “Device“) that you own or control; and (ii) access and use the App on that Device in accordance with this Agreement and any applicable Usage Rules (defined below).
  4. License Restrictions. You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the App; (ii) make the App available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the App; (iv) copy (except for back-up purposes), modify, improve, or create derivative works of the App or any part thereof; (v) circumvent, disable or otherwise interfere with security-related features of the App or features that prevent or restrict use or copying of any content or that enforce limitations on use of the App; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the App; (vii) use any communications systems provided by the App to send unauthorized and/or unsolicited commercial communications; (viii) use the StructShare name, logo or trademarks without our prior written consent; and/or (ix) use the App to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement.
  5. In order to use some of the App features you may have to create or use an account (an “Account“).  If you create an Account, you must provide accurate and complete information for yourself.  You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must not allow anyone other than yourself to access and use your Account. You must notify us immediately of any unauthorized use of your Account.
  6. Usage Rules. If you are downloading the App from a third party mobile device platform or service provider (“Distributor“), please be aware that the Distributor may have established usage rules which also govern your use of the App (“Usage Rules“).  We specifically refer to the Usage Rules of certain Distributors below in the section below entitled “Distributor Requirements and Usage Rules”, but other Usage Rules may be applicable depending on where the App has been downloaded from.  You acknowledge that, prior to downloading the App from a Distributor, you have had the opportunity to review and understand, and will comply with, its Usage Rules. The Usage Rules that are applicable to your use of the App are incorporated into this Agreement by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the App; if you are unable to make such a representation you are prohibited from installing and/or using the App.
  7. Location Data. Certain features or functionality (“Features“) of the App may collect or be dependent on data related to your geographic location (“Location Data“). If you wish to use these Features, you agree to provide or to make your Location Data accessible to us.  To the extent that we do collect Location Data, we shall use it in accordance with our Privacy Policy (defined below).  If you do not provide or make such Location Data accessible then the Features may be limited or not operate.
  8. Use of the App in a Vehicle. If you are using the App in a vehicle, you agree: (i) to comply with all applicable traffic laws; and (ii) if you are the driver, not to use the App unless your vehicle is stationary and legally parked.
  9. Intellectual Property Rights.
    • Ownership. The App is licensed and not sold to you under this Agreement and you acknowledge that StructShare and its licensors retain all title, ownership rights and Intellectual Property Rights (defined below) in and to the App (and its related software). We reserve all rights not expressly granted herein to the App. “Intellectual Property Rights” means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
    • Content. The content on the App, including without limitation, the text, information, documents, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (the “Materials“), and the trademarks, service marks and logos contained therein (“Marks“, and together with the Materials, the “Content“), is the property of StructShare and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties.  The name “StructShare” and the StructShare logo are Marks of StructShare and its affiliates. All other Marks used on the App are the trademarks, service marks, or logos of their respective owners.
    • Use of Content. The content on the App is provided to you “as is” for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the content you must retain all copyright and other proprietary notices contained therein.
    • The License granted hereunder is currently free of charge; however, we may in the future charge a fee for certain features and/or uses. You will not be charged for any such uses of the App unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or the entire App.
    • Please be aware that your use of the App may require and utilize internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible for those charges
  10. Information Description. We attempt to be as accurate as possible.  However, we cannot and do not warrant that the content available on the App is accurate, complete, reliable, current, or error-free.  We reserve the right to make changes in or to the content, or any part thereof without the requirement of giving you any notice prior to or after making such changes to the content.
  11. Privacy. We will use any personal information that we may collect or obtain in connection with the App in accordance with our privacy policy, which is available at structshare.com (“Privacy Policy“), and you agree that we may do so. Please also be aware that certain personal information and other information provided by you in connection with your use of the App may be stored on your Device (even if we do not collect that information).  You are solely responsible for maintaining the security of your Device from unauthorized access.
  12. The App may permit you to send messages to other App users (“Messages“). You are solely responsible for your Messages and the consequences of sending them, and you agree to hold us harmless, and expressly release us, from any and all liability arising from your Messages.  You grant us a worldwide license to use, store, and reproduce your Messages for the limited purpose of facilitating sending them to your designated recipients (and we may also use the tools, software or services of third party service providers to facilitate the sending of Messages to your designated recipients).  You represent and warrant that you own or have the necessary rights and permissions to use all of the Intellectual Property Rights in and to your Messages, and to grant the foregoing license to us.  You retain all of your ownership rights in your Messages.  You acknowledge and agree that the provisions of Section ‎‎14 (User Submissions) below shall also apply to Messages that you send via the App
  13. User Submissions
    • General. The App may permit the hosting, sharing, posting, and publishing of content by you and other users (“User Submissions“). Your User Submissions may be posted to the App, or otherwise be made publicly available. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions.  You shall be solely responsible for your User Submissions and the consequences of posting or publishing them. We have complete discretion whether to publish your User Submissions and we reserve the right without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all User Submissions at any time and for any reason.
    • Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights in and to your User Submissions, and to enable inclusion and use thereof as contemplated by this Agreement.  You retain all of your ownership rights in your User Submissions.
    • License to User Submissions. Subject to this Agreement and the terms of our Privacy Policy, by submitting the User Submissions, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions only in connection with the App, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof), and you hereby waive any moral rights in your User Submissions, to the extent permitted by law.  You also hereby grant each App user a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions in accordance with this Agreement.
    • Exposure. You understand and acknowledge that when accessing and using the App: (i) you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable.  You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect to (i) and (ii) herein.
    • Disclosure. We reserve the right to access, read, preserve, and disclose any User Submission or any other information that we obtain in connection with the App as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce this Agreement, including investigation of potential violations of it, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your user support requests, or (v) protect the rights, property or safety of StructShare, our users or the public.
    • Prohibited Content. You agree that you will not send, display, post, submit, publish or transmit a User Submission or Message that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest,  inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches this Agreement.
  14. Copyright Policy
    • Removal of Content. It is the policy of StructShare to respect the legitimate rights of copyright owners, and we will respond to clear notices of alleged copyright infringement. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the “DMCA“), StructShare has designated a Copyright Agent (as specified below) to receive notifications of claimed copyright infringement in connection with (i) the StructShare App and other mobile applications that we license, and/or (ii) the websites that we operate (collectively, the “Service“).  Please be advised that we enforce a policy that provides for the termination in appropriate circumstances of Service users who are repeat infringers.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Copyright Agent with the following information in accordance with the DMCA:

StructShare LTD.

Shfayim

Telephone:          650-319-8035.

Fax:                    650-319-8035.

Email:     support@structshare.com

  1. Copyright Policy. It is StructShare’s policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement in accordance with our Copyright Policy which may be viewed at: _______________(“Copyright Notice“).
  2. Third Party Open Source Software. Portions of the App may include third party open source software that are subject to third party terms and conditions (“Third Party Terms“).  A list of any third party open source software and related Third Party Terms is available at https://www.structshare.com/terms-of-use-privacy-policy/.  If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software.
  3. Warranty Disclaimer.
    • YOU ACKNOWLEDGE THAT THE APP IS IN A “BETA” STAGE OF DEVELOPMENT, IS CURRENTLY UNDERGOING TESTING, AND FEATURES AND FUNCTIONALITY OF THE APP MAY NOT BE FULLY IMPLEMENTED OR REFINED. AS WITH ANY BETA VERSION, THERE MAY BE UNRESOLVED ISSUES DESPITE OUR SCANNING WE MAY NOT OFFER FULL OR ANY TECHNICAL SUPPORT FOR THE BETA VERSION OF THE APP. YOU ARE ADVISED TO SAFEGUARD YOUR DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE APP AND/OR ACCOMPANYING MATERIALS. THE POSSIBILITY OF THE CORRUPTION OF DATA AND/OR THE LOSS OF DATA EXISTS. WE STRONGLY ENCOURAGES YOU TO BACK UP ALL DATA AND INFORMATION. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH THE USE OF THE APP.
    • THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE APP TO ACHIEVE YOUR INTENDED RESULTS. STRUCTSHARE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR WHICH MAY BE DEEMED TO ARISE IN THE COURSE OF DEALING OR USAGE OF TRADE.
    • STRUCTSHARE DOES NOT CONTROL, ENDORSE OR VERIFY THE IDENTITY OF, OR INFORMATION ABOUT OR PROVIDED BY, ANY USER AND STRUCTSHARE MAKES NO WARRANTY REGARDING, AND SHALL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF OTHER USERS, INCLUDING, WITHOUT LIMITATION, WHILE USING THE APP OR IN CONNECTION WITH PRODUCTS OR SERVICES OFFERED OR PROVIDED BY, OR PAYMENTS MADE (OR NOT MADE) TO, OTHER USERS.
    • THE APP DOES NOT INCLUDE A MECHANISM TO CONFIRM OR MEMORIALIZE AGREEMENTS FOR TRANSACTIONS BETWEEN USERS OR TO TRANSFER PAYMENT BETWEEN USERS. NOR DO THESE TERMS CONSTITUTE AN AGREEMENT BETWEEN CONTRACTORS AND SUPPLIER OR OTHER USERS. YOU ARE SOLELY RESPONSIBLE TO TO MAKE OR COLLECT ANY PAYMENT DUE TO OR FROM OTHER USERS. YOU ARE SOLELY RESPONSIBLE TO, AND STRUCTSHARE RECOMMENDS THAT YOU SEPARATELY CONCLUDE AN AGREEMENT WITH OTHER USERS FROM WHICH YOU ORDER OR TO WHOM YOU PROVIDE PRODUCTS OR SERVICE. STRUCTSHARE IS NOT AND SHALL NOT BE DEEMED A PARTY TO ANY TRANSACTION BETWEEN USERS. IF YOU ARE A CONTRACTOR, YOU ARE SOLELY RESPONSIBLE FOR YOUR CHOICE OF PRODUCTS OR SERVICES OR OF THE SUPPLIER FROM WHOM YOU HAVE ORDERED AND FOR PAYING AMOUNTS DUE TO THE SUPPLIER. IF YOU ARE A SUPPLIER, YOU ARE SOLELY RESPONSIBLE FOR THE PROVISION OF PRODUCTS OR SERVICES AND FOR THE COLLECTION OF MONIES OWED TO YOU AND FOR THE PRODUCTS OR SERVICES YOU PROVIDE.
    • IF YOU HAVE A DISPUTE WITH ANY USER IN CONNECTION WITH THE APP, YOU AGREE THAT STRUCTSHARE IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE.  STRUCTSHARE RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
    • STRUCTSHARE DOES NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. STRUCTSHARE DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE APP. YOUR USE OF AND RELIANCE UPON THE APP CONTENT AND YOUR DATA AND ANY MARKETPLACE MATERIALS IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND STRUCTSHARE YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
    • STRUCTSHARE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE ABOVE. HOWEVER, APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THAT EXTENT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY MAY NOT APPLY.
  4. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, STRUCTSHARE, ITS AFFILIATES AND EACH OF OUR LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, FOR LOST PROFITS, OR LOSS OF REVENUES, SAVINGS, DATA, GOODWILL OR HARM TO YOUR REPUTATION WHICH MAY ARISING OUT OF OR IN CONNECTION WITH, THESE TERMS OR WITH THE USE OF OR INABILITY TO USE THE APP, EVEN IF STRUCTSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF STRUCTSHARE, ITS AFFILIATES OR ANY OF OUR LICENSORS, FOR ANY DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE APP EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU FOR USING THE APP DURING THE SIX (6) MONTHS PRIOR TO BRINGING THE CLAIM.
  5. You agree to defend, indemnify and hold harmless StructShare and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the App; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right.  Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it.  You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
  6. Export Laws. You agree to comply fully with all applicable export laws and regulations to ensure that neither the App nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
  7. Updates and Upgrades. We may from time to time provide updates or upgrades to the App (each a “Revision“), but are not under any obligation to do so.  Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you.  You consent to any such automatic updating or upgrading of the App.  All references herein to the App shall include Revisions.  This Agreement shall govern any Revisions that replace or supplement the original App, unless the Revision is accompanied by a separate license agreement which will govern the Revision.
  8. Term and Termination. This Agreement is effective until terminated by us or you.  We reserve the right, at any time, to: (i) discontinue or modify any aspect of the App; and/or (ii) terminate this Agreement and your use of the App with or without cause, and shall not be liable to you or any third party for any of the foregoing.  If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the App in any way, your only recourse is to immediately discontinue use of the App.
  9. Effect of Termination. Upon termination of this Agreement, you shall cease all use of the App and you will lose all access to any data that we may be storing on your behalf. It is your responsibility to download your data prior to canceling your Account or any termination of this Agreement. We do not accept any liability for any termination of the App or for the loss of data which may be deleted. This Section ‎14 (User Submission), and Sections ‎18 (Warranty Disclaimer) through and including ‎29 (General) shall survive any termination or expiration of these Terms.
  10. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the App as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of StructShare, its users or the public.
  11. This Agreement, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by StructShare without restriction.
  12. Governing Law and Disputes.
    • This Agreement, and any dispute between you and StructShare, shall be governed by the laws of the State of Delaware without reference to its conflict of laws rules. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms
    • The exclusive jurisdiction and venue for all disputes between you and StructShare shall be the courts located in the State of Delaware and each party hereby irrevocably consents to the jurisdiction of such courts and waives any claims of inconvenient forum in respect of such jurisdiction. Notwithstanding the foregoing, StructShare reserves the right to seek interim or injunctive relief in any court of competent jurisdiction worldwide.
  13. This Agreement, any other legal notices published by us in connection with the App, and the Privacy Policy represent the complete agreement concerning the App between you and StructShare and supersede all prior agreements and representations related to the subject matter hereof. Section headings are provided for convenience only and have no substantive effect on construction. Except for any obligation you may have to pay StructShare, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision and shall be otherwise deemed valid and enforceable. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.
  14. Distributor Requirements and Usage Rules.
    • Apple. If you download the Service from the Apple, Inc. (“Apple“) App Store (or in any event if you download an Apple iOS App) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:

Email:               support@structshare.com

Telephone:        650-319-8035

Address:    Shfayim

Last updated: February, 2019