Service Agreement - e-ConstructionSite services
READ CAREFULLY. THIS SERVICE AGREEMENT IMPOSES OBLIGATIONS UPON YOU.


Please note that the this Service Agreement may be updated from time to time without notice to you, so please check back periodically. The most current version of the Service Agreement can be found at www.e-constructionsite.ca/member. If you do not wish to be bound by this Service Agreement, you may not access or use the e-ConstructionSite Member Service.
  1. General.
    This Service Agreement between e-ConstructionSite and you sets out duties and responsibilities associated with providing you with the products and services accessible by you at the e-ConstructionSite Member Service (“e-ConstructionSite Member Service”), including but not limited to downloading any materials, which may include text, images, audio clips, video clips, software, products, services or other products (collectively the “Services”) through a designated account (the "Account"). You are solely responsible for all access to and use of the Services through your Account including any breach of this Service Agreement, including the e-ConstructionSite Terms of Use for the e-ConstructionSite Member Service located at the bottom of each page on the e-ConstructionSite Member Service and the policies referred to in Section 4 below. For the purposes of this Service Agreement, "you" means you and every person you authorize to use the Services. By accessing the Services, you agree to the terms and conditions contained in this Service Agreement. If you do not wish to be bound by these terms and conditions, you may not access or use the Services.

    If you have any questions regarding the terms and conditions of this Service Agreement, you may contact e-ConstructionSite at1-866-344-9044.

  2. Modification of this Service Agreement
    e-ConstructionSite may modify this Service Agreement at any time without your consent or authorization, including modification of the fees. e-ConstructionSite will notify you of any changes to this Service Agreement by posting notice of the modified Service Agreement at www.e-constructionsite.ca/member or by sending you notice via e-mail to your contact address. You agree to go to www.e-constructionsite.ca/member periodically and to review this Service Agreement to be aware of such modifications and your continued use of the Services shall be deemed to be your acceptance of the modified Service Agreement. If you do not agree to any modification of this Service Agreement, you must immediately cancel the Services. If you wish to cancel the services, please call 1-866-344-9044.


  3. Minimum System Requirements
    The Services require Microsoft™ Internet Explorer version 5.5 or higher version.


  4. Use Subject to e-ConstructionSite’s Policies.
     You agree to comply with and use the Services in accordance with e-ConstructionSite’s policies respecting the Services as provided from time to time, including, but not limited to those policies set out at the end of this Service Agreement as well any policies to which you are directed when registering for or using the Services, and with any applicable laws. You agree to hold e-ConstructionSite, its affiliates and its agents harmless from all liabilities and expenses related to any violation of this Service Agreement by you or any user of your Account, or in connection with your or their use of the Services.


  5. Electronic Communications.
    When you visit the e-ConstructionSite Member Service, including but not limited to accessing the Services, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the e-ConstructionSite Member Service. You agree that all agreements, notices, disclosures and other communications that e-ConstructionSite provides to you electronically satisfies any legal requirement that such communication be in writing.


  6. Fees and Charges.
    You agree to submit to all credit checks that e-ConstructionSite prudently deems necessary before undertaking to provide the Services. The Services are provided in accordance with the monthly rates, and other fees, if any, identified to you upon placing your order for the Services, or as otherwise identified to you by e-ConstructionSite from time to time. You agree to pay all such fees and charges, including applicable taxes, incurred in connection with the provision of and/or use of the Services, in accordance with the rates and terms established by e-ConstructionSite for the Services or to which you are directed to review when using the Services. Rates and fees do not include applicable taxes. You agree to indemnify e-ConstructionSite for interest, and any amount equal to penalties assessed by the taxing authorities against e-ConstructionSite arising from the your failure to pay such taxes. e-ConstructionSite reserves the right to alter its fees and rates, as outlined in Section 2 of this Service Agreement.

    In the event e-ConstructionSite fails to bill you or underbills you for a charge, you will not be responsible for paying the previously unbilled or underbilled charge except where: (i) in the case of a recurring charge, you are correctly billed within a period of one year from the date the charge was incurred; or (ii) in the case of a non-recurring charge, you are correctly billed within a period of 150 days from the date the charge was incurred.

    Unless otherwise stated, any amount under this Service Agreement must be paid within 30 days of the date of your monthly invoice. Amounts not paid when due will bear interest at the lesser of 18% per annum or the maximum amount permitted by law.


  7. The Services
    The Services include interaction with the EdgeBuilder™ application for the purpose of exchanging information and documents for a particular construction project (“Construction Project Data”) through the e-ConstructionSite Member Service. Such interaction will be permissible only if the authorized Project Manager of the construction project has approved and registered you for access to the EdgeBuilder™ application. The Services also includes:
    1. One (1) web-based email mailbox with the address of the contact name (firstname.lastname@e-constructionsite.com)
    2. Five (5) subscriber user id’s
    3. A maximum of 100 mb of storage space for the application data. It is your responsibility to monitor and manage your monthly storage activity
    4. One (1) self-managed web site
    5. Telephone technical assistance is available Monday through Friday, from 08:00 to 18:00 ET at 1-866-344-9044


  8. Minimum System Requirements & Your Equipment.
    9. It is your responsibility to ensure that your computer system meets the current minimum system requirements stated e-ConstructionSite, as being necessary to use the Services. From time to time, the minimum system requirements may change.

    You shall be solely responsible for the use and compatibility of equipment, software and/or facilities not provided by e-ConstructionSite for the Services, as well as the diagnostic changes for problems in connection with the Services and caused by the equipment or software not provided by e-ConstructionSite. e-ConstructionSite shall not be held responsible to you for changes made to the Services that render the equipment, software or material not provided by e-ConstructionSite to become obsolete, require modifications or alteration, or otherwise affect performance of equipment, software or material not provided by e-ConstructionSite. In such event, your sole remedy will be to terminate this Service Agreement in accordance with its terms.

  9. Territory.
    Territory. The e-ConstructionSite Member Service originates in Canada. e-ConstructionSite's Services are offered within Canada only.


  10. Registration, Accounts and Passwords.
    Certain of the Services and related features, such as web hosting, and webmail, made available through the Services may require registration. Should you choose to register for such Services or related features, you agree to provide accurate and current information about yourself as required by the relevant registration process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for:
    1. maintaining the confidentiality of any passwords or other Account identifiers which you choose or are assigned as a result of any registration over the e-ConstructionSite Member Service, and
    2. all activities that occur under such password or account.
    Further, you agree to notify e-ConstructionSite of any unauthorized use of your password or Account. e-ConstructionSite shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section 10.


  11. Webmail.
    12. Webmail and other web based email services made available by e-ConstructionSite over the e-ConstructionSite Member Service (collectively "Webmail") are provided on an "AS IS" basis without representations, warranties or conditions of any kind, and you acknowledge and agree that e-ConstructionSite shall have no responsibility for, or liability in respect of, any aspect of the Webmail services, including without limitation for any lost or damaged data or any acts or omissions of e-ConstructionSite. Any unauthorized commercial use of the Webmail service, or resale of the Webmail service is expressly prohibited. Some Webmail e-mail messages may not be processed due to space constraints or outbound message limitations. The components and any aspects of the Webmail services, including email, information and other data you store on the Webmail service, may be deleted by e-ConstructionSite’s at any time for any reason or for no reason at all, in e-ConstructionSite’s sole discretion, with or without notice to you. e-ConstructionSite’s shall have no obligation to maintain any content in your Webmail account or to forward any unread or unsent messages to you or any third party. In addition to other prohibited conduct described herein, you may not use the Webmail service to post, transmit or otherwise facilitate the creation or distribution of chain letters, junk e-mail, spam or any duplicative or unsolicited messages, surveys, contests or pyramid schemes. Further you may not forge headers or otherwise manipulate any identifiers serving to disguise the origin of any content transmitted using the Webmail service.

  12. Pay Services.
    13. Certain of the Services made available on the e-ConstructionSite Member Service may be offered by e-ConstructionSite on a payment basis (hereinafter referred to as a "Pay Service"), which Pay Service may be offered by e-ConstructionSite on a "prepaid" or on a "pay as you use" basis. Should you choose to purchase access to a Pay Service, you may be required to register for such Pay Services on the e-ConstructionSite Member Service. All Fees for a Pay Service will be billed immediately to your e-ConstructionSite invoice and are non-refundable. e-ConstructionSite reserves the right to change the amount of, or basis for determining, any Fees for a Pay Service, and to institute new Fees or terms at any time effective upon notice to you, which notice may for certainty include the posting of any such changes on the relevant pages related to the use of the Pay Service.

    In consideration of the availability, and your use, of a Pay Service, you acknowledge and agree: (a) to the terms of the Service Agreement, including without limitation the disclaimers, limitation of liability and provisions related to prohibited conduct set out herein as well as any terms and conditions which may be set out in the relevant Pay Service description, (c) that the Pay Service is for your personal, non-commercial use and you agree not to resell, distribute, transfer, share or otherwise use any Pay Service, including any coupons or credits related to same for any commercial purposes whatsoever, (d) e-ConstructionSite reserves the right to specify an expiry date for the use of any coupons or credits purchased in connection with any Pay Service, and (e) that e-ConstructionSite reserves the right to suspend or terminate your use of a Pay Service at any time, including without limitation, where e-ConstructionSite has determined, in its sole discretion, that your use of the Pay Service is, or was, in breach of the Service Agreement. Any such termination by e-ConstructionSite shall be in addition to and without prejudice to such rights and remedies as may be available to e-ConstructionSite, including injunction and other equitable remedies.

  13. Dealings with Third Parties.
    You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, the e-ConstructionSite Member Service or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties. e-ConstructionSite assumes no responsibility whatsoever for any charges you or any user of your Account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be your's alone. You agree that e-ConstructionSite shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, any of such dealings or transactions.


  14. User Content.
    In respect of any and all content you elect to post on the e-ConstructionSite Member Service which is accessible by the general public, such as on e-ConstructionSite’s public forums, you grant e-ConstructionSite a world-wide, royalty-free, nonexclusive, and unrestricted license to use, copy, adapt, transmit, publicly display and perform, distribute and create compilations and derivative works from such content for the limited purposes of publishing such content and promoting the specific Services to which such content was submitted. Such license shall apply with respect to any form, media, or technology now known or later developed and shall terminate at the time you delete such content from the Services.

    With respect to any and all content you elect to post or transmit using the Services, you agree that e-ConstructionSite may preserve and disclose any content associated with your account where required to do so by law or where such preservation or disclosure is reasonably believed by e-ConstructionSite to be necessary to ensure compliance with the law, enforce the Service Agreement or protect the rights and interests of e-ConstructionSite or any other person.


  15. Software and Documentation Supplied.
    Any software or documentation supplied by e-ConstructionSite, its agents and/or suppliers, or otherwise made available for your use in connection with the Services, shall remain the property of e-ConstructionSite, its agents and/or suppliers, as applicable. You shall take appropriate steps to protect it against loss or damage. The use by you of any such software and documentation in connection with the Services shall be subject to the terms and conditions of associated Software License Agreements. A copy of the applicable Software License Agreements will either be included with the software or will be presented during the registration or installation process. It is your responsibility to ensure that you review and agree to the terms and conditions of any applicable Software License Agreements before installing or using the software or documentation. Unless otherwise provided in the applicable Software License Agreement, all Software License Agreements will terminate upon termination of this Service Agreement.


  16. User Obligations
    You agree not to store, link to, transmit, advertise or make available any images or materials that are obscene, threatening, abusive, harassing, defamatory, hateful, discriminatory or radically or ethnically objectionable. You agree to only use the Services for legal purposes under all applicable international, federal, provincial and municipal laws and e-ConstructionSite’s policies. You agree not to use the Services to conduct any business or activity that is prohibited by law, libellous, illicit or against any e-ConstructionSite policy. You agree not to use the Services in a manner that would serve to restrict or inhibit any other user from using or enjoying the Services or the e-ConstructionSite Member Service. Violation of this paragraph may result in termination of the Services provided by e-ConstructionSite with or without a notice or notification period, such notice or notification period to be granted at the sole discretion of e-ConstructionSite, acting reasonably, upon the severity of the violation.

    Except as expressly authorized herein, you will not: (i) reverse compile, reverse assemble, disassemble or translate any portion of the Services, including but not limited to the e-ConstructionSite Member Service; or (ii) access or attempt to access, distribute, disclose, market or copy in any form any information or data on the e-ConstructionSite Member Service. You shall also take all reasonable precautions to prevent unauthorized persons from obtaining access to or use of the e-ConstructionSite Member Service.

    You shall not harm or hinder the reputation, computer systems, or programming of e-ConstructionSite as well as other users of the Services. You agree not to tamper with, alter or otherwise rearrange the Services for purposes other than those contemplated hereunder nor shall it permit or assist others to abuse or fraudulently use the Services including but not limited to using the Services:
    1. in any manner which interferes unreasonably with the Services or e-ConstructionSite’s network, or access thereto by other persons;
    2. for any purpose or in any manner directly or indirectly in violation of applicable laws or in violation of any third party rights; or
    3. in a manner to avoid the payment of Fees hereunder.


    You may download and print as many copies of Construction Project Data contained in the e-ConstructionSite Member Service as reasonably necessary for your internal use, provided that all such copies will be subject to the ownership and other provisions of this Service Agreement. You shall be solely responsible during the term of this Service Agreement and thereafter to maintain an up to date copy of the Construction Project Data. You may either print the Construction Project Data and retain as hard copy or save in soft copy form and use another tool to display it as required.


  17. No License; Intellectual Property of e-ConstructionSite and Others.
    Except as expressly provided, nothing herein or within any of the Services shall be construed as conferring any license under any of e-ConstructionSite’s or any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain content available through and used to operate the e-ConstructionSite network and Services is protected by copyright, trademark, patent, or other proprietary rights of e-ConstructionSite, its affiliates, licensors, and/or service providers.


  18. Performance Levels
    Speed is a function of the bottlenecks experienced upon the wider network architecture of the Internet itself. As such e-ConstructionSite does not guarantee the maximum Service performance (throughput speeds) levels but will make every reasonable effort to ensure the highest possible quality of service is always delivered.


  19. Security and Privacy.
    e-ConstructionSite will not be responsible for any corrupted files or viruses, which affect the user of the Services. It is your responsibility to safeguard your system, through appropriate means (e.g. using commercially available software), from theft, unauthorized use or system corruption. Any detriment caused to e-ConstructionSite’s, or its third parties’ network as a result of your failure to properly secure your system may result in the immediate termination of your Services. e-ConstructionSite cannot ensure or guarantee privacy for users of the Services. It is therefore recommended that the Services not be used for the transmission of confidential information. Any such use shall be at your sole risk and e-ConstructionSite, its affiliates and its agents shall be relieved form all liability in connection therewith.


  20. User Information.
    Your messages may be the subject of unauthorized third party interception and review. An individual with Internet access can cause damage, incur expenses and enter into contractual obligations while on the Internet. All such matters are your responsibility. e-ConstructionSite reserves the right to monitor the Service electronically from time to time and to disclose any information necessary to satisfy any laws, regulations or other governmental request or as necessary to operate the Service or to protect itself or others.


  21. No Liability for Content.
    Be aware that some content, products or services ("Content") available with or through the Services may be offensive to you or may not comply with applicable laws. You understand that neither e-ConstructionSite nor any of its affiliates attempt to censor or monitor any such Content. You understand, however, that such Content may be subject to "caching" at intermediate locations on the Internet when being accessed through the Services. You assume total responsibility and risk for access to or use of such Content and for use of the Internet. e-ConstructionSite and its affiliates assume no liability whatsoever for any claims or losses arising out of or otherwise relating to access to or use of such Content.


  22. You Can Best Control the Risk and Therefore Are Responsible.
    The rates and fees charged by e-ConstructionSite reflect the allocation of risk herein and the limited recourse to e-ConstructionSite provided for in this Service Agreement. e-ConstructionSite will not assume any responsibility for your acts or omissions or those of any individual who uses your Account. As between e-ConstructionSite and you, you are better able to put in place physical and procedural impediments to the inappropriate use of and to supervise your Account. Any detriment that is caused to the network as a result of a failure to properly secure your computer system may result in the termination of the Services.


  23. Limited Warranty.
    The Services, including and any software or other deliverables provided by e-ConstructionSite, its agents and/or suppliers are provided "as is" and "as available" without warranties or conditions of any kind. Neither e-ConstructionSite nor its affiliates warrant the performance, availability, uninterrupted use or operation of the Services or any deliverable provided under this Service Agreement. The entire risk as to the availability, quality and performance of the Services or any deliverable provided under this Service Agreement is with you. Further, neither e-ConstructionSite nor its affiliates warrant that any data or files sent by or to you will be transmitted, transmitted in uncorrupted form or transmitted within a reasonable period of time, that such data or files will not be intercepted, that other users will not gain access to any of your computer equipment, or that any Content or other material accessible through the Service is free of viruses or other harmful components, or will not be subject to "caching" at intermediate locations on the Internet when being accessed through the Service.

    THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT THAT APPLICABLE LAW PROHIBITS THE EXCLUSION OF IMPLIED WARRANTIES. ANY CLAUSE DECLARED INVALID SHALL BE DEEMED SEVERABLE AND NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER.

    e-ConstructionSite MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SERVICE, HARDWARE, SOFTWARE OR ANY OTHER DELIVERABLES PROVIDED HEREUNDER, OR ANY MERCHANDISE, INFORMATION, CONTENT OR SERVICE PROVIDED ON THE INTERNET AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED ARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED.


  24. Limitation of Liability.
    In the event of any breach by e-ConstructionSite, its affiliates or its agents, including any breach of a fundamental term or any negligence, your exclusive remedy shall be to receive from e-ConstructionSite payment for actual and direct damages to a maximum amount equal to the fees paid hereunder by you to e-ConstructionSite during the last three months immediately preceding the relevant breach.

    Other than the foregoing remedy, under no circumstances shall e-ConstructionSite, its affiliates or its agents be liable to you or any third party for: any direct, indirect, special, or consequential damages, including, without limitation,
    1. loss of profits and loss of business opportunities that result in any way from this Service Agreement, including your use of the Services or access to the e-ConstructionSite Member Service, or any part thereof, or your reliance on or use of information and services provided on or through the Services, or that result from mistakes, omissions, interruptions, deletion or corruption of files, errors, defects, delays in preparations, or transmission, or failure of performance, or
    2. any losses or expenses (including legal fees) arising out of, or in connection with any allegation, claim, suit or other proceeding based upon a contention that the use of the Services by you or a third party through your Account infringes the intellectual property rights or contractual rights of any third party.


  25. Indemnity.
    You agree to defend, indemnify and hold e-ConstructionSite, its affiliates, suppliers, co-branders and other partners, directors, officers, employees and agents harmless from any and all liabilities, claims, costs and expenses, including reasonable attorneys' fees, related to or in connection with your, or any user of your Account:
    1. violation of the Service Agreement, or
    2. use of the e-ConstructionSite Member Service or any of the Services, or
    3. placement, posting or transmission of any message, information, software or other content on the e-ConstructionSite Member Service or through any of the Services.


  26. Service Modifications.
    You acknowledge and agree that e-ConstructionSite reserves the right at any time to modify or discontinue any of the Services with or without notice to you, and that e-ConstructionSite will not be responsible or liable, directly or indirectly, to you or any other person in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such modifications or discontinuance.


  27. Termination.
    You may terminate this Service Agreement upon notice to e-ConstructionSite. You acknowledge and agree that e-ConstructionSite, in its sole and absolute discretion, may, without notice to you, suspend or terminate your Account or your use of, or access to, any of the Services, and remove and discard any information or content related to such Services (and your use thereof), for any reason, including where e-ConstructionSite believes that you have violated the Service Agreement or any of its policies. You further agree that e-ConstructionSite shall not be liable to you or to any other person as a result of any such suspension or termination. e-ConstructionSite shall have no responsibility to notify any third parties of such termination or suspension. If you are dissatisfied with the e-ConstructionSite Member Service, any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of e-ConstructionSite in operating the e-ConstructionSite Member Service and the Services, your sole and exclusive remedy is to discontinue using the e-ConstructionSite Member Service and the Services. Any termination of this Service Agreement shall not relieve you from any amounts owing or other liability accruing hereunder prior to the time that such termination becomes effective.


  28. Information.
    You hereby acknowledge that e-ConstructionSite and its affiliates may retain and use any information, comments or ideas conveyed by you relating to the Services (including any products and services made available on the e-ConstructionSite Member Service). This information may be used to provide you with better service. Your Service Provider will open and maintain a user profile file at the time of registration for the Service. You may request your user profile free of charge by selecting "Contact Us" on the e-ConstructionSite Service (www.e-constructionsite.ca on the Internet). If any information contained in your user profile is inaccurate, you may make a written request for rectification, specifying the information to be rectified and explaining the inaccuracy to e-ConstructionSite 1-866-344-9044 will send you Services related information on a regular basis via e-mail addressed to your contact e-mail address. You agree to review all Services related information. Your continued use of the Services following delivery of any such information means that you accept and agree to comply with such information.


    29.  
  29. Miscellaneous.
    This Service Agreement, including any and all documents and e-ConstructionSite’s policies referenced herein, constitute the entire agreement and understanding between e-ConstructionSite and you pertaining to the subject matter hereof and shall supersede and replace all prior agreements, understandings and representations, written or oral, regarding such subject matter. e-ConstructionSite’s failure to insist upon or enforce strict performance of any provision of this Service Agreement shall not be construed as a waiver of any provision or right. If any of the provisions contained in this Service Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein. Where any provision of this Service Agreement conflicts with an applicable tariff, the tariff shall supersede this Service Agreement only in respect of the conflicting provision. This Services Agreement shall be governed by and construed in accordance with the laws of the province or territory in which your designated billing address is located and the federal laws of Canada applicable therein. e-ConstructionSite may assign its rights and obligations under this Service Agreement to any affiliated entity without your prior written consent. The parties have required that this Service Agreement and all documents relating there to be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.


    30. EdgeBuilder is a trademark or EDgeBuilder Inc.

    Microsoft is a trademark of Microsoft Corporation.

    READ CAREFULLY. THIS AGREEMENT IMPOSES OBLIGATIONS UPON YOU.