- Scope. These Viewpoint User Terms of Service (“User Terms”) apply to your use of any software or software-as-a-service (“Software”) that Viewpoint, Inc. or its affiliates and subsidiaries (“Viewpoint” or “we”) provides to an Authorized User (“you” or “your”), as defined below. Before accessing the Software, you will be required to confirm that you have read, understand, and agree to be bound by these User Terms.
- Modifications. We have the right to change the User Terms at any time. If we change the User Terms, you will be required to confirm that you have read, understand, and agree to be bound by the modified User Terms.
- Authorized Users. Only employees or independent contractors of a Viewpoint customer (“Customer”) or an employee or independent contractor of a Customer’s affiliates, subcontractors, suppliers, or vendors authorized by Customer may access and use the Software (“Authorized User”). Before accessing the Software, each Authorized User must register with a username and password. By registering to use the Software, you represent and warrant that all information that you provide is current, complete, and accurate to the best of your knowledge. You are responsible for maintaining the confidentiality and security of your username and password. You are responsible for all activity occurring under your username and password. You agree to promptly notify Viewpoint of any unauthorized use of your username or password or any other breach of security to which you become aware.
- Intelletual Property. All materials included on or available through the Software that we provide, such as features and functionality, graphics, layouts of forms and reports, data, and the code powering the Software (“Materials”), are the property of Viewpoint or its licensors. The Materials are protected by copyright, trademark, and other intellectual property laws. As used in these User Terms, Materials excludes User Content (defined below).
- Limited License. So long as you comply with these User Terms, you may access and use the Software, as well as generate and download forms, reports, and data, solely in connection with your status as an Authorized User and solely to fulfill your obligations to a Customer. Except as otherwise provided herein, you may not download, print, copy, distribute, or modify any Materials. All rights not expressly licensed by Viewpoint are reserved.
- Acceptable Use. As a condition of using of the Software, you shall comply with these User Terms as well as our acceptable use policy, available at: https://viewpoint.com/legal/agreements-and-terms (“AUP”), and all applicable laws and regulations with respect to use of the Software and User Content, including privacy laws (collectively, “Laws”). You shall be responsible for all claims, liabilities, losses, damages, costs, and expenses of whatever kind (including reasonable attorneys’ fees and costs) incurred by us as a result of your failure to comply with these User Terms, the AUP, or Laws.
- Privacy Notice. We are committed to handling personal information you provide through the Software (“Personal Data”) in compliance with our Privacy Notice, available at: https://viewpoint.com/legal/privacy-notice. By using the Software, you acknowledge our Privacy Notice, if there is a Privacy Notice applicable to the Software you are using.
- User Content and Interacting with Other Users. Certain Software may allow you to post documents, videos, photos, Feedback (defined below), and other content (collectively, “User Content”). As between you and Viewpoint, you retain ownership over your User Content.
- By providing User Content and using the Software, you hereby grant us permission to use, copy, and modify your User Content and data derived from your use of the Software for the purpose of providing, operating, developing, and improving the Software and other Viewpoint products and services. This license is transferable and irrevocable. After you stop using the Software, copies of your User Content may continue to exist within the Software. However, you acknowledge that we have no obligation to maintain your User Content after termination of your account. You acknowledge that User Content may be exposed to third parties, including other Authorized Users and third parties with whom you or the Customer grant access to User Content. Other Authorized Users or such third parties may copy, re-post, and otherwise use your User Content. Viewpoint may make archival and back-up copies of User Content indefinitely or as otherwise permitted under applicable Laws. You agree that Viewpoint has no responsibility or liability to you for the deletion of any User Content.
- User Content may include ideas, suggestions, documents, and proposals (“Feedback”). Providing Feedback is voluntary. With respect to Feedback, you acknowledge that: (i) Viewpoint is not under any obligation of confidentiality, express or implied; (ii) Viewpoint may have something similar to the Feedback already under consideration or development; (iii) you hereby grant to Viewpoint a perpetual, irrevocable, sublicenseable, transferable, unlimited, worldwide, license to copy, distribute, modify, and otherwise use your Feedback for any purpose; and (iv) you are not entitled to any compensation of any kind from Viewpoint for your Feedback.
- By transmitting User Content, you represent and warrant that the use and posting of the User Content will not infringe, misappropriate, or otherwise violate the copyright, trademark, trade secret, right of publicity, or other proprietary, privacy, or other rights of any third party. You shall be solely liable for any damages resulting from any infringement, misappropriation, or other violation of copyright, trademark, trade secret, right of publicity, or other proprietary, privacy, or other right of any third party, or any other harm resulting from your User Content. You acknowledge that User Content is not prescreened. We reserve the right to remove User Content at its sole discretion.
- We do not control, verify, or endorse any User Content, and we do not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted to or through the Software. Through your use of the Software, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate, or deceptive. There may also be risks of dealing with international trade issues and foreign nationals. By using the Software, you assume all associated risks.
- By providing User Content and using the Software, you hereby grant us permission to use, copy, and modify your User Content and data derived from your use of the Software for the purpose of providing, operating, developing, and improving the Software and other Viewpoint products and services. This license is transferable and irrevocable. After you stop using the Software, copies of your User Content may continue to exist within the Software. However, you acknowledge that we have no obligation to maintain your User Content after termination of your account. You acknowledge that User Content may be exposed to third parties, including other Authorized Users and third parties with whom you or the Customer grant access to User Content. Other Authorized Users or such third parties may copy, re-post, and otherwise use your User Content. Viewpoint may make archival and back-up copies of User Content indefinitely or as otherwise permitted under applicable Laws. You agree that Viewpoint has no responsibility or liability to you for the deletion of any User Content.
- Copyright Policy. We respect the intellectual property rights of others. If you believe your intellectual property has been displayed or otherwise used through the Software in a manner that constitutes copyright infringement, please refer to the Copyright Policy contained in the Website Terms of Use, available at https://viewpoint.com/legal/terms-of-use.
- Links to Third-Party Sites. The Software may contain links to other websites (“Linked Sites”) as a convenience to you. If you click on a Linked Site, you will leave the Software and be subject to the terms of use and privacy notice of the Linked Site. The Linked Sites are not under our control, and we are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site.
- Confidentiality.
- Definition. For purposes of these User Terms, “Confidential Information” means any confidential, proprietary, and trade secret information of Viewpoint or any Customer contained within the Software, the terms and pricing of the Software, information about Customer business operations and practices, including any construction projects (“Project Information”), and such other information identified as confidential at the time of disclosure or that a reasonable person would consider confidential due to its nature and circumstances of disclosure.
- Protection; Nondisclosure. You shall preserve the confidentiality of Confidential Information and treat such Confidential Information with at least the same degree of care that you use to protect your own Confidential Information, but not less than a reasonable standard of care. You will use the Confidential Information only to exercise rights and perform obligations in connection with your status as an Authorized User for a particular Customer. You shall not disclose any Confidential Information, including Project Information, to any third party except with the prior, written consent of the applicable disclosing party (i.e., Viewpoint or Customer).
- Exceptions. You shall not be liable for the release of Confidential Information if such information: (i) was known to you on or before the date you received such Confidential Information through the Software; (ii) is released into the public domain through no fault of your own; (iii) that you developed independently without access to Confidential Information; or (iv) is divulged pursuant to any legal proceeding or otherwise required by law, provided that, to the extent legally permissible, you will notify the disclosing party promptly of such required disclosure and reasonably assists the disclosing party in efforts to limit such required disclosure. You agree to promptly notify the disclosing party of any unauthorized access to or disclosure of its Confidential Information. You agree that any breach of this Section will cause irreparable harm to the disclosing party, and such disclosing party shall be entitled to seek equitable relief in addition to all other remedies provided by these User Terms or available at law.
- Definition. For purposes of these User Terms, “Confidential Information” means any confidential, proprietary, and trade secret information of Viewpoint or any Customer contained within the Software, the terms and pricing of the Software, information about Customer business operations and practices, including any construction projects (“Project Information”), and such other information identified as confidential at the time of disclosure or that a reasonable person would consider confidential due to its nature and circumstances of disclosure.
- Warranty Disclaimer. VIEWPOINT DOES NOT CONTROL OR VERIFY USER CONTENT, AND THEREFORE WE DISCLAIM ALL WARRANTIES AND LIABILITY RELATED TO USER CONTENT. VIEWPOINT MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, OR ACCURACY OF THE MATERIALS OR SOFTWARE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MATERIALS AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND. VIEWPOINT HEREBY DISCLAIMS ALL WARRANTIES REGARDING THE MATERIALS AND SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VIEWPOINT EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE SOFTWARE OR MATERIALS WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, THAT COMMUNICATIONS TO OR FROM THE SOFTWARE WILL BE SECURE AND NOT INTERCEPTED, THAT THE CAPABILITIES OFFERED ON THE SOFTWARE WILL BE UNINTERRUPTED, OR THAT ACCESS TO OR USE OF THE SOFTWARE WILL BE FREE FROM ERRORS OR DEFECTS OR THAT SUCH ERRORS OR DEFECTS WILL BE CORRECTED.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VIEWPOINT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE USE, INABILITY TO USE, DELAY, OR PERFORMANCE OF THE SOFTWARE; (B) THE MATERIALS; OR (C) ANY OTHER MATTER RELATING TO THE SOFTWARE, WHETHER BASED ON CONTACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY OF LIABILITY, EVEN IF VIEWPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SOFTWARE, OR WITH ANY OF THESE USER TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOFTWARE.
- Limitations to Sections 12 and 13. Applicable law may not allow the exclusion of certain warranties or the exclusion of liability for incidental or consequential damages. Accordingly, some of the above exclusions in Sections 12 and 13 may not apply to you. In no event, however, shall Viewpoint’s total liability to you for damages, losses, and causes of action (whether in contract, tort, negligence, strict liability, or other theory of liability) exceed $500 USD.
- Indemnification. You agree to defend, indemnify, and hold harmless Viewpoint and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, causes of action, or demands, including without limitation reasonable attorneys’ fees and costs, arising out of or relating to your breach of these User Terms, your User Content, your violation of any Law or right of any third party through your use of the Software, or your use or misuse of the Software.
- Termination/Access Restriction. In the event that we suspect that you have violated any of these User Terms, we may in its sole discretion, immediately terminate your access to the Software, or any portion thereof without liability. Upon termination, your account will be disabled and you may not be granted access to your account or any User Content. We may retain copies of information and content related to your account for archival and backup purposes.
- Discontinued Use/Survival. You may discontinue your participation in and access to the Software at any time. These User Terms will continue to apply to all past use of the Software by you, even if you are no longer using it, whether voluntarily or because we terminated your access.
- Contact Us. Contact us in any of the following ways if you have any comments or questions about these User Terms.
Address: 1515 SE Water Avenue, Suite 300, Portland, Oregon 97214, U.S.A. E-mail: [email protected] Phone: (971) 255-4800 Fax: (971) 255-4749 - Severability. If any part of the User Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
- Assignment. You may not assign these User Terms or any right or license granted in these User Terms to another party. We may assign these User Terms without restriction.
- Governing Law. The table below explains which Viewpoint entity is the Viewpoint party to these User Terms, what law governs, and which courts will have exclusive jurisdiction over any disputes that arise from or relate to these User Terms, regardless of choice of law or conflicts rules:
Customer Domicile
Viewpoint Entity
Notices should be addressed to:
The governing law is:
The courts having exclusive jurisdiction are:
United States of America, Mexico, or a country in Central or South America or the Caribbean
Viewpoint, Inc.
Viewpoint, Inc.
Attn: General Counsel
1515 SE Water Avenue Portland, OR 97214Oregon and controlling United States federal law
Multnomah County, Portland, Oregon
A country in Europe, the Middle East, or Africa
Viewpoint Construction Software Ltd
Viewpoint, Inc.
Attn: General Counsel
1515 SE Water Avenue Portland, OR 97214English law
England
Canada
Viewpoint Construction Software Canada, Inc.
Viewpoint, Inc.
Attn: General Counsel
1515 SE Water Avenue Portland, OR 97214Ontario and controlling Canadian federal law
Toronto, Ontario, Canada
Australia and a country in the Asia-Pacific Region
Viewpoint Software Pty Ltd
Viewpoint, Inc.
Attn: General Counsel
1515 SE Water Avenue Portland, OR 97214New South Wales law
New South Wales, Australia
New Zealand
Viewpoint Software NZ Limited
Viewpoint, Inc.
Attn: General Counsel
1515 SE Water Avenue Portland, OR 97214New Zealand law
Wellington, New Zealand
- Entire Agreement; Interpretation. These User Terms incorporate all expressly referenced documents and collectively constitute the entire agreement between the parties with respect to the subject matter. These User Terms supersede all prior and contemporaneous agreements or communications as between Viewpoint and you. Any agreement separately executed between Viewpoint and an authorized signatory of a Customer that governs the relationship between that Customer and Viewpoint remains in full force and effect.
