Welcome to Nubuild! We provide financial tools and services to the construction industry.

 

The following terms and conditions, along with the Nubuild Privacy Policy, govern your access to and use of the Nubuild Service and all Site Content and constitute a binding legal agreement between you and Nubuild. Please read these Terms of Service carefully as they provide important information to you.

 

By accessing or using the Nubuild Service in any way, including browsing the Site, registering for a Nubuild Account, downloading the Application or any Application upgrades, using the Application on your mobile device, or by entering into a statement of work with Nubuild (a “Statement of Work”), you represent and warrant to Nubuild that: (i) you are of legal age to form a binding contract and you have read, understand and agree to be bound by these Terms of Service, or, if you are a minor, you have your parent’s permission to use the Nubuild Service and your parent or guardian has read and agrees to these Terms of Service on your behalf; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; and (iv) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service. For purposes of this Agreement the term “You” means such company and all of its directors, subsidiaries, managers, officers, employees, and agents.

 

If you do not agree to these Terms of Service, then you have no right to access or use the Nubuild Service or Site Content. 

 

1. Definitions.

In addition to those terms defined elsewhere in this Agreement, the following words and phrases in initial capital letters shall have the meanings set forth below:

 

1.1 “Nubuild Service” or “Service” means the software as a service expense tracking and management service delivered by Nubuild to You using the Nubuild System.

1.2 “Nubuild System” means the technology, including the hardware and software, used by Nubuild to deliver the Nubuild Service to You in accordance with this Agreement.

1.3 “Content” means all content located on or contained in the Nubuild website or any other website owned or controlled by Nubuild.

1.4 “Data” means all data, materials, or information provided by You, Your Users, employees, or any third party on Your behalf in connection with Your use of the Nubuild Service.

1.5 “Documentation” means the online materials, specifications or forms provided by Nubuild that describe the features, functionality, or operation of the Nubuild Service and/or Nubuild System.

1.6 “Password” means the unique password assigned to each User for access to the Nubuild Service and the Nubuild System.

1.7 “Users” means You and/or Your employees, representatives, consultants, contractors or agents who are authorized to use the Nubuild Service on Your behalf pursuant to Your acceptance of this Agreement and Your payment of the appropriate license fees covering each User’s access.

 

2. Grant of License.

During the Term of this Agreement and subject to the terms of this Agreement, Nubuild hereby grants to You (and any authorized Users) a non-sublicensable, non-transferable, non-exclusive right and license to access and use the Nubuild Service, in accordance with the Documentation and solely for Your internal business operations.

 

3. Your Use of the Nubuild Service

3.1 Access and Security Guidelines. You will choose or be provided with Passwords for each licensed User on the Nubuild system. You will be responsible for ensuring the security and confidentiality of Passwords. Each Password may be assigned to and used by only one individual User. You will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Nubuild Service, and will notify Nubuild promptly of any such unauthorized use. You shall not knowingly interfere with or disrupt the integrity or performance of the Nubuild Service or the data contained therein. You shall, at all times, comply with all applicable laws in use of the Nubuild Service.

3.2 Your Data. You are solely responsible for your Data and shall not knowingly provide, post or transmit any Data or any other information, data or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. Nubuild may take remedial action if Your Data violates this Section 3.2; however, Nubuild is under no obligation to review Your Data for accuracy or potential liability.

3.3 Restrictions on Use.

3.3 (a) You are responsible for all activities that occur under your User accounts. You will not, and will not attempt to (directly or indirectly): (a) reverse engineer, disassemble or decompile any component of the Nubuild System or Nubuild Service or otherwise attempt to discover any source code, underlying ideas or algorithms contained in the Nubuild System or Nubuild Service; (b) interfere in any manner with the operation of the Nubuild Service or the Nubuild System; (c) allow a third party to access the Nubuild Service or Nubuild System using Your User Accounts; (d), distribute, sell, resell, sublicense, assign or otherwise transfer to a third party any of your rights under this Agreement; (e) use the Nubuild Service or Nubuild System for the benefit of a third party, for timesharing or to operate a service bureau; (f) copy, modify, translate or make derivative works based on any part of the Nubuild System, Nubuild Service or Documentation; (g) create Internet “links” to or from the Nubuild Service or Nubuild System, or “frame” or “mirror” any of Nubuild content which forms part of the Nubuild Service (other than on Your own internal intranets); (h) remove, cover, alter or obfuscate any logos, trademarks, internet links, confidentiality or proprietary rights notices, or any other notices or markings placed on or displayed by the Nubuild System, Nubuild Service or the Documentation; (i) publish or disclose to third parties the results of any evaluation or benchmark test run on the Nubuild System or Nubuild Service without INubuild’s prior written consent; or (i) otherwise use the Nubuild Service or Nubuild System in any manner that exceeds the scope of use permitted under this Agreement.

3.3 (b) You shall not and shall not allow any Users to (i) perform any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan on the Nubuild Service or Nubuild System without Nubuild’s prior written consent, or (ii) use any software tool designed to automatically emulate the actions of a human user (such tools are commonly referred to as “Robots”) in conjunction with the Nubuild Service or Nubuild System.

3.3 (c) You may not use the Nubuild Service or Nubuild System for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such list. You agree not to transmit, or permit Users to transmit, through the Nubuild Service or Nubuild System, any unlawful, harassing, libelous, abusive, threatening, vulgar, obscene or otherwise objectionable material of any kind. You agree to only use the Nubuild Service and Nubuild System for lawful purposes, in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include, but are not limited to, storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm.

3.4 System Availability

Nubuild does not warrant that the Service will be uninterrupted, timely or error free. Nubuild has established internal system availability targets of 99.5% uptime or greater.

3.5 Invoicing

Payment processing services on Nubuild are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Nubuild Service enabling payment processing services through Stripe, you agree to provide Nubuild Service accurate and complete information about you and your business, and you authorize Nubuild Service to share it and transaction information related to your use of the payment processing services provided by Stripe.

3.6 Third Party Disputes

Nubuild is not affiliated with any other merchant, customer, or third-party service provider, and any dispute you have with any such third party (including your customers, vendors, employees, Stripe, etc.) arising from your use of the Nubuild Service, is directly between you and such third party, and you irrevocably release Nubuild (and our directors, officers, subsidiaries, affiliates, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. Nubuild will not, and will not attempt, to reverse or otherwise recover any payment or transaction that is subject to a bona fide dispute.

 

4. Ownership.

4.1 Nubuild Technology. You acknowledge and agree that Nubuild or its suppliers retain all right, title and interest in and to (i) the Nubuild System, Nubuild Service, Documentation and all other software, materials, formats, interfaces, information, content and proprietary information and technology used by Nubuild or provided to You in connection with the Nubuild Service, (ii) all modifications and/or enhancements to the Nubuild System or Nubuild Service, (iii) the System Content, (iv) all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or learned as a result of Your use of the Nubuild Service, (v) all transactional and performance data related to the use of the Nubuild System and the Nubuild Service which Nubuild may collect, use and disclose for its business purposes (including for purposes of software use optimization and product marketing) provided that such use does not reveal Your or any User’s identity, any of Your Confidential Information, or any other personally identifiable information that belongs to You; (vi) all custom developed documents, designs, computer programs, computer documentation and other tangible materials created or prepared by Nubuild at Your request pursuant to a separate, written statement of work; and (vii) the Nubuild logo, and the product and service names associated with the Nubuild Service or otherwise contained on the Nubuild website, all of which are trademarks of Nubuild (all of the foregoing being referred to herein collectively as, the “Nubuild Technology”). You acknowledge and agree that Nubuild Technology is comprised of intellectual property rights owned by or licensed to Nubuild all of which are protected by intellectual property laws.

4.2 Your Data. You retain all rights, title, and interest in and to your Data. You grant to Nubuild all necessary licenses in and to such Data solely as necessary for Nubuild to improve or provide the Nubuild Service to You or as required by law. You will be solely responsible for providing all Data required for the proper operation of the Nubuild Service. On occasion, Nubuild may query data across all customers in aggregate for data analysis, benchmarking, research and marketing purposes.

 

5. Term and Termination.

5.1 Term. This Agreement will commence upon execution of this Agreement and will continue in effect in perpetuity unless and until terminated with thirty (30) days advance written notice to the non-terminating party, or otherwise pursuant to these terms (the “Term”).

5.2 Termination. Either party may terminate this Agreement and Your subscription to the Nubuild Service at any time and for any reason or no reason at all, in accordance with this Section 5.2 and/or Section 5.1; provided that if Your subscription is for a fixed period of time and You terminate the Nubuild Service without cause, you will be responsible for the payment of the fee for the full Term. You may terminate this Agreement and its subscription by providing written notice to Nubuild. The only circumstances in which You will be entitled to any refund of fees paid for its subscription to the Nubuild Service upon the termination of this Agreement are as follows: (a) in accordance with Section 7.1(b) below, or (b) Nubuild will refund to You any unearned fees in the event Nubuild unilaterally terminates this Agreement and Your subscription to the Nubuild Service without cause. As used in the previous sentence, “unearned fees” means all license fees actually paid by You for access to the Nubuild Service for the period in which this Agreement is terminated other than by You without cause, prorated to the number of days, or the number of unused prepaid expense reports remaining in such month after termination.

5.3 Obligations After Termination. Upon termination of this Agreement for any reason, any amounts owed to Nubuild under this Agreement before such termination will become immediately due and payable. You will return or destroy all Confidential Information and other property of Nubuild in your possession or under your control. Upon termination of this Agreement, Nubuild will retain your data for ninety (90) days, during which you may recover your account. Any such termination shall not limit any other rights or remedies which Nubuild may hold, all of which are hereby reserved.

 

6. Payment.

6.1 You shall pay all invoices from Nubuild within 30 days from the date of the Invoice. You shall pay all fees or charges to its account in accordance with the fees, charges, and billing terms as defined in this Agreement. Except as otherwise specifically provided in this Agreement, all payment obligations are non-cancelable and all amounts paid are nonrefundable. You may add Nubuild Services by executing an additional written Sales Order Form. All pricing terms are confidential, and You agree not to disclose them to any third party.

6.2 Nubuild charges and collects in advance for the total Nubuild cost for a subscription to the Nubuild Service, as detailed in this Agreement. Nubuild will invoice You for its monthly or annual service charges. Fees for other services will be charged on an as-quoted basis. If You received a free month for subscribing to the Service for a fixed term, the free month shall be the last month of the term. Nubuild collects Sales tax for all locations within the United States that require such tax based upon State and Local Sales tax laws. Outside of the United States, Nubuild’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and to the extent not exempt, You will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Nubuild’s income. You agree to provide Nubuild with complete and accurate billing and contact information.

6.3 In addition to any other rights Nubuild may have, Nubuild reserves the right to suspend or terminate this Agreement and Your access to the Nubuild Service if payment for undisputed fees is not paid to Nubuild within the time periods provided for herein. If You or Nubuild initiates termination of this Agreement, You will be obligated to pay the balance due on its account. You agree and acknowledge that Nubuild has no obligation to retain Your Data and that such Data may be irretrievably deleted if Your account is ninety (90) days or more delinquent.

6.4 The Nubuild Pricing as described in this Agreement shall be maintained for the period of Your subscription.

 

7. Warranty; Disclaimer of Warranties; Limitation of Liability.

7.1 Disclaimer of Warranties. THE NUBUILD SERVICE, THE NUBUILD SYSTEM AND ALL OTHER DATA, MATERIALS, AND DOCUMENTATION PROVIDED OR MADE AVAILABLE BY NUBUILD IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. NUBUILD MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. NUBUILD DOES NOT WARRANT THAT THE NUBUILD SERVICE WILL BE PROVIDED ERROR-FREE OR UNINTERRUPTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE NUBUILD SERVICE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR NETWORK, OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE NUBUILD SERVICE.

7.2 Limitation of Liability. EXCEPT AS PROVIDED FOR HEREIN TO THE CONTRARY, EITHER PARTY’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, THE NUBUILD SYSTEM OR THE SERVICE UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, CLAIMS ARISING IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE STRICTLY LIMITED TO THE FEES ACTUALLY PAID BY YOU TO NUBUILD FOR THE NUBUILD SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO THE LIABILITY. ALL CLAIMS BY EITHER PARTY WILL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. EXCEPT AS PROVIDED FOR HEREIN TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, CLAIMS SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST OR INACCURATE DATA, OR LOST PROFITS, AND DAMAGES THAT RESULT FROM INCONVENIENCE, OR LOSS OF USE OF ANY INFORMATION OR DATA OF THE NUBUILD SYSTEM OR NUBUILD SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED HEREIN. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIMITATIONS ON AMOUNT AND/OR TYPES OF DAMAGES SHALL NOT APPLY TO CAUSES OF ACTION OR DAMAGES CAUSED OR CREATED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY, OR, THE LOSS OR MISUSE OF CONFIDENTIAL INFORMATION BYEITHER PARTY OR, BREACH OF NUBUILD’S INDEMNITY OBLIGATIONS UNDER SECTION 8.

 

8. Indemnity.

8.1.1 Indemnity by Nubuild. Nubuild will defend, indemnify and hold You harmless from all claims, losses, demands, liabilities, damages or judgments awarded by a court of appropriate and final jurisdiction, or any settlements, including all reasonable costs and expenses related thereto (including reasonable attorneys’ fees), arising out of (i) any third party claims that the Nubuild Service or the Nubuild System infringes or misappropriates any presently existing United States patent, copyright, trademark or trade secret held by such third party; (ii) a breach by Nubuild of any of its obligations, representations, warranties or covenants contained in this Agreement; provided that and so long as: (a) You use the Nubuild Service and the Nubuild System in accordance with the Documentation; (b) You have adhered to its obligations under this Agreement; and (c) You promptly notify Nubuild in writing of any such claim, suit or proceeding and permit Nubuild to control the defense or settlement thereof and cooperate in the defense or settlement thereof.

8.1.2 Nubuild will have the option, at its expense, to employ counsel of its choosing to defend against such claim and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing any obligations upon You may be affected without Your prior written consent. You shall have the option to be represented by counsel at Your own expense.

8.1.3 You, at Nubuild’s expense, shall cooperate fully in such actions, making available employees, books and records reasonably necessary for the defense of such claim. If Nubuild refuses to defend or does not make known to You Nubuild’s willingness to defend against such claim within thirty (30) days after it receives notice thereof, then You shall be free to investigate, defend, compromise, settle or otherwise dispose of such claim in Your best interest and incur other costs in connection therewith, all at the expense of Nubuild.

8.1.4 Should You be permanently enjoined by a court of competent jurisdiction from continued use of the Nubuild Service because it infringes or misappropriates a third party’s presently existing United States copyright, patent, trademark or trade secret, Nubuild will (at Nubuild’s discretion): (i) obtain the appropriate licenses for You to continue to use the Nubuild Service; (ii) provide You with a non-infringing service equivalent to the Nubuild Service in terms of functionality and performance; or (iii) terminate this Agreement and refund to You the amount of the Fees actually paid by You for the prior twelve (12) months of access to the Nubuild Service.

8.1.5 Nubuild will have no obligation under this Section 8.1 with respect to any claim of infringement or misappropriation of a third party’s proprietary rights to the extent such claim arises as a direct or indirect result of (a) any use of the Nubuild Service or Nubuild System in a manner other than as authorized in this Agreement; (b) any use of the Nubuild Service or Nubuild System in combination with other products, equipment, devices, software, systems or data not supplied by Nubuild to the extent such claim is directed against such combination; or (c) any alteration, modification or customization of the Nubuild Service or Nubuild System made by any party other than Nubuild if such infringement or misappropriation would not have occurred without such alteration, modification or customization. THIS SECTION 8.1 SETS FORTH THE ENTIRE OBLIGATION OF NUBUILD AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION.

8.2 Indemnity by You. You shall indemnify, defend and hold Nubuild harmless from all claims, losses, demands, liabilities, judgments, or damages awarded by a court of appropriate and final jurisdiction, including all reasonable costs and expenses related thereto (including reasonable attorneys’ fees) arising from or relating to (a) use of the Nubuild Service or Nubuild System (including claims by any of Your customers or business partners) by You or any third party using a password assigned to You; (b) a breach by You of any of Your obligations, representations, warranties or covenants contained in this Agreement; or (c) any claim alleging that Your Data, or the use of Your Data pursuant to this Agreement, infringes, misappropriates or violates the intellectual property or any other rights of a third party or otherwise causes harm to a third party.

 

9. Confidentiality.

9.1 Confidential Information. During the Term of this Agreement, each party will have access to certain information and materials concerning the other party’s technology, business plans, employees, and customers that are confidential and of substantial value to such party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”). Confidential Information of Nubuild shall include, without limitation, information specifically designated as confidential, the features and functions of the Nubuild Service and Nubuild System that are not available to the general public (including screenshots of the same), future product plans, the Documentation, performance, and security test results (whether conducted by Nubuild or You), and any other proprietary, financial or business information supplied to You by Nubuild or learned by You in connection with this Agreement or Your subscription to the Nubuild Service. Your Confidential Information shall include, without limitation, Your Data, Your Personal Information, information specifically designated as confidential, business plans, and any other proprietary, financial, or business information supplied by You to Nubuild or learned by Nubuild in connection with this Agreement or Your subscription to the Nubuild Service. Except as otherwise expressly authorized under this Agreement, the receiving party hereunder: (i) shall not use any Confidential Information of the other party except as required to fulfill its responsibilities hereunder; (ii) shall not disclose the other party’s Confidential Information to any third party; (iii) shall not be given any right, title, interest or license in or to any Confidential Information of the other party; and (iv) shall use all reasonable means to protect and maintain the secrecy of the other party’s Confidential Information. Notwithstanding the foregoing, “Confidential Information” shall not include either party’s information which is: (a) generally available to the public; (b) already in the receiving party’s possession as of the commencement of this Agreement without restriction; (c) except as it relates to third-party service providers of You, received by the receiving party from a third party not in violation of an obligation of confidentiality; (d) developed independently by either party without reference to the other party’s Confidential Information; (e) the subject of the disclosing party’s written consent authorizing disclosure; or (f) required to be disclosed by the receiving party by applicable law or legal process, provided that the receiving party immediately notifies the disclosing party so that the disclosing party may take steps to limit or prevent its disclosure. In the event of a breach of this Section, the parties agree that the non-breaching party will suffer irreparable harm and the total amount of monetary damages for any injury to the non-breaching party will be impossible to calculate and would therefore be an inadequate remedy. Accordingly, the parties agree that the non-breaching party shall be entitled to temporary, preliminary, and permanent injunctive relief against the breaching party, its officers, managers, directors, employees, and agents, in addition to such other rights and remedies to which it may be entitled at law or in equity.

 

10. Communications.

10.1 You verify that any contact information provided to Nubuild, including, but not limited to, your e-mail address, mobile phone number and mailing address (if required) is true and accurate. By providing us with your email address, you agree to receive notices electronically, to that email address. You further verify that you are the telephone subscriber and/or that you own any telephone numbers that you provide to Nubuild. You acknowledge that by voluntarily providing your telephone numbers to Nubuild, you expressly agree to be contacted at the telephone numbers you provide. You consent to receive e-mails, chat messages, pre-recorded voice messages and/or autodialed calls (including text messages) by or on behalf of Nubuild relating to this Agreement, any transaction with Nubuild, matters related to your Account, and promotions from Nubuild. These communications may be made by or on behalf of Nubuild, even if your phone number is registered on any state or federal Do Not Call list. You acknowledge that you may incur a charge for these texts or calls by your telephone carrier and that Nubuild will not be responsible for these charges. Nubuild will use your primary login credentials (email address and/or mobile phone number, depending on your chosen registration method) to send you operational communications concerning your Account, updates concerning new and existing features on the Nubuild Service, notifications about product updates and improvements, company and industry news and events, updates from our community, regarding and administering programs that you have enrolled in, and communications connecting you with other Members of Nubuild, if applicable.

10.2 Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

10.3 Recording of Telephone Calls and Screen Contents. You understand and agree that Nubuild may, in its sole discretion, itself or using a third-party service, monitor and record telephone calls between you and its employees, contractors or agents, as well as the contents of your device screen during such telephone calls for purposes of quality control and for Nubuild’s own protection. If you do not consent to the monitoring and recording of telephone calls by Nubuild, your only remedy is not to engage with Nubuild by means of a telephone call.  If you do not consent to the monitoring and recording of the contents of your device screen by Nubuild, you may decline to share your screen with Nubuild when your consent is requested in the Nubuild Service.    

10.4 Feedback. We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Nubuild Service (“Feedback”). You may submit Feedback by emailing us at support@nubuild.tech. You acknowledge and agree that all Feedback will be the sole and exclusive property of Nubuild and you hereby irrevocably assign to Nubuild and agree to irrevocably assign to Nubuild all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Nubuild’s request and expense, you will execute documents and take such further acts as Nubuild may reasonably request to assist Nubuild to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

 

 

11. Miscellaneous.

11.1 Notification of Changes. Nubuild reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Nubuild Service at any time, effective upon posting of an updated version of this Agreement or the applicable policy on the Nubuild website or Nubuild Service. You are responsible for regularly reviewing this Agreement and any applicable policies. Continued use of the Nubuild Service after any such changes will constitute Your consent to such changes. If there are any changes in how Nubuild uses Your personally identifiable information, it will notify You by email.

11.2 Force Majeure. Neither party shall be in default by reason of any failure in the performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, domestic or foreign governmental acts, labor, fire, flood, epidemic, strikes, and/or freight embargoes.

11.3 General. This Agreement is governed by the laws of the State of California, without reference to its conflicts of laws principles. This Agreement sets forth the entire understanding and agreement between the parties and supersedes any prior or contemporaneous discussions, understandings, orders, requests or statements regarding the subject matter hereof, except for any additional payment terms which may be contained on a related Sales Order Form. No provision of this Agreement shall be modified, supplemented or waived without the express written authorization of both parties. Either party may assign not less than all of its rights and obligations under this Agreement in connection with a change of control to such party’s successor. This Agreement shall be binding upon and inure to the benefit of Nubuild’s and Your successors and permitted assigns. You agree that Nubuild is providing these Services as an independent contractor and nothing herein shall be deemed to constitute a partnership, joint venture or other business collaboration. In the event of a dispute between Nubuild and You where the parties are unable to reach a mutually agreeable resolution, the dispute shall be submitted to a court of competent jurisdiction in order to protect its rights and interests. Payment of expenses, including attorneys’ fees, shall be assessed by the court based on the extent to which each party prevails. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that party in writing.

10.4 Survival. Sections 1, 3, 4, 5.3, 7.2, 7.3, 8, 9, and 10 of this Agreement and all of Your payment obligations under this Agreement shall survive the termination or expiration of this Agreement for any reason.

 

12. California Privacy Rights.

We do not sell your personal information. We are providing this notice as required by the California Consumer Privacy Act. In order to provide services to you, we may process information about you, including personal information. California residents may request a list of certain third parties to which we have disclosed personally identifiable information about you for their own direct marketing purposes. You may make one request per calendar year. In your request, please attest to the fact that you are a California resident and provide a current California address for your response. You may request this information in writing by contacting us at support@nubuild.tech.

 

If you are a California resident, effective January 1, 2020 you have the following additional rights:

– Right to Know. You have the right to request information about the categories and specific pieces of personal information we have collected about you in the preceding 12 months, as well as the categories of sources from which such information is collected, the purpose for collecting such information, and the categories of third parties with whom we share such information. o You have the right to request information about our sale or disclosure for the business purposes of your personal information to third parties.

– Right to Request Deletion. You have the right to request the deletion of your personal information.

– Right to Non-discrimination. You have the right to not be discriminated against for exercising any of these rights.

Only you, or a person you designate to act on your behalf, may make a verifiable consumer request related to your personal information. We may request that your authorized agent has written authorization to make the request on your behalf and may need to verify the authorized agent’s identity.

In some instances, you may be requested to verify your identity prior to access or deletion of your personal information such as a government-issued ID. Once the identity has been verified, the request will proceed.

If you would like to exercise one or more of the above rights, please contact us at support@nubuild.tech.

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If you would like to review our Privacy Policy, please review it here.