Last updated: November 5, 2023
By accepting these Constructity Terms of Service or by accessing or using the Constructity Platform or Site, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions (“Agreement”). If you are entering into this Agreement on behalf of a company, business, or other legal entity, you represent that you have the authority to bind such entity and its Affiliates to this Agreement, in which case the terms “YOU”, “YOUR”, or “CUSTOMER” shall refer to such entity and its Affiliates. If you do not have such authority, or if you do not agree with these terms, you must not accept this Agreement and may not use the Constructity Platform or Site.
References to “Constructity”, “us”, “we”, or “our” mean Constructity, Inc. and its subsidiaries and Affiliates.
The following terms apply to your use of all Constructity Platform applications, resources, information, and Site. You acknowledge that the features and functionality of the Constructity Platform and Site may vary and may change over time. Certain capitalized terms are defined in Section 12 (Definitions) and others are defined contextually in this Agreement.
During the Term, you have a non-exclusive, non-transferable, non-sublicensable right to access and use the Constructity Platform in accordance with this Agreement. Use of the Constructity Platform is limited to the Users for whom you enable accounts, and you are responsible for all Users and their compliance with this Agreement. For clarity, the Constructity Platform is provided as a service to you, not to Users individually.
Your registration and admin account information must be accurate, complete, and kept up-to-date. User accounts are for individual Users and cannot be shared or transferred. You must keep all login credentials confidential and notify Constructity immediately if you discover any unauthorized use.
You will not (and will not permit anyone else to): (a) use the Constructity Platform on behalf of any third party or sublicense it to any third party, except Users as permitted herein; (b) reverse engineer, decompile, or otherwise seek to obtain the source code, except to the extent expressly permitted by applicable law; (c) copy, modify, or create derivative works of Constructity; (d) remove or obscure any proprietary notices; or (e) publicly disseminate technical information regarding the performance of Constructity.
During account setup, you will appoint one or more Users as system administrator(s) responsible for managing your Constructity Platform account. You must ensure you have at least one active system administrator at all times.
Constructity may, in its sole and exclusive discretion, make available one or more Constructity API(s) to you. Any use of Constructity API(s) shall be governed by the applicable provisions of a specific API Use Agreement entered into between you and Constructity.
Under this Agreement:
You agree (a) that you are solely responsible for the accuracy and content of Your Data; (b) to obtain all necessary rights and consents required by Laws; and (c) that your use of the Constructity Platform will not violate any Laws or third-party rights. You are solely responsible for any decision to share Your Data with Users or third parties.
You agree not to submit any information subject to safeguarding or distribution limitations under applicable law (“Prohibited Information”). Constructity is not a Business Associate or subcontractor as defined under HIPAA, and the Constructity Platform is not HIPAA compliant. Constructity will have no liability for Prohibited Information.
You will defend, indemnify, and hold harmless Constructity (and its Affiliates and their respective directors, officers, employees, agents, and representatives) from and against all claims, costs, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with your breach or alleged breach of this Section 2 or otherwise related to Your Data, Your Policies, or use of the Constructity Platform in violation of this Agreement. You shall not settle any claim without Constructity's prior written consent if the settlement requires Constructity to take any action, refrain from taking any action, or admit any liability.
Constructity does not provide an archiving service. You are solely responsible for creating backups of Your Data. You may delete Your Data at any time during the term through the system administrator functionality.
We may generate aggregated, anonymized, statistical, and analytical data derived from your use of the Constructity Platform (“Aggregate Data”). Such Aggregate Data will not include Your Data or any personal data.
You understand that the operation of the Constructity Platform may involve (a) transmissions over various networks; (b) changes to conform to technical requirements of connecting networks or devices; and (c) transmission to Constructity's third-party vendors and hosting partners to provide the necessary technology required to operate and maintain the Constructity Platform.
We will use appropriate technical, organizational, and security measures designed to protect Your Data against unauthorized access, alteration, disclosure, or destruction, as further described in the Data Security Addendum.
You are generally responsible for responding to third-party requests regarding Your Data (“Third Party Requests”). In response to a Third Party Request, Constructity may disclose Your Data to comply with its legal requirements. In such circumstances, we will, to the extent allowed by law, use reasonable efforts to (a) notify you and (b) comply with your reasonable requests regarding your efforts to oppose such request at your expense.
You agree to pay Constructity the standard rates for the Constructity Platform (available at constructity.com/pricing or upon request). All fees will be paid in USD. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
When you enter into this Agreement, you agree to settle fees as either (i) a payment card customer or (ii) an invoiced customer, as determined in Constructity's sole discretion. Constructity retains the right to re-classify you between these categories at any time.
Payment card customers will have their designated payment card charged for usage of the Constructity Platform.
Invoiced customers will be extended a credit line by Constructity and will be issued invoices on a monthly basis, unless otherwise agreed in writing. Payment is due in full within 30 days of the invoice date. You agree that we may obtain your business credit report from a credit bureau upon acceptance of this Agreement, or at any time thereafter.
All fees are stated exclusive of any applicable taxes. You are required to pay and bear any sales, use, GST, gross receipts, value-added, withholding, or similar taxes or duties related to transactions under this Agreement, other than taxes based on Constructity's income. You will pay all amounts due in full without any set-off, counterclaim, deduction, or withholding.
Without affecting our other rights under this Agreement, if you do not pay any fees by the due date, we may suspend all or part of the Constructity Platform services until payment has been received in full.
Constructity may in its sole discretion offer you a free trial for a fixed period, the duration of which will be communicated via the admin panel of your account. At the end of such free trial, Section 4.a (Fees) will apply.
Each party agrees that all business, technical, and financial information it obtains from the disclosing party (“Confidential Information”) is the confidential property of the disclosing party. The Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations under this Agreement. The Receiving Party may disclose Confidential Information to employees, agents, or contractors with a legitimate need to know, provided they are bound to confidentiality obligations no less protective than those in this Section 5.
The Receiving Party's confidentiality obligations will not apply to information that: (a) was rightfully in its possession prior to receipt; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees who had no access to such information. Disclosures required by law or court order are permitted provided the Disclosing Party receives advance notice where possible.
The Receiving Party acknowledges that disclosure of Confidential Information in violation of this Section 5 could cause substantial harm for which damages alone would not be a sufficient remedy, and therefore the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
This is an agreement for access to and use of the Constructity Platform, and no ownership rights are conveyed to Customer. Constructity and its licensors retain all right, title, and interest (including all intellectual property rights) in and to the Constructity Platform, Aggregate Data, and all related and underlying technology, and any derivative works or improvements created by or on behalf of Constructity. No rights are granted to you except as expressly set forth in this Agreement.
If you submit comments, suggestions, or other feedback (“Feedback”) relating to your use of the Constructity Platform, we may freely use or exploit such Feedback in connection with any of our products or services, without obligation or compensation to you.
You agree not to reproduce, copy, retransmit, distribute, disseminate, sell, publish, or circulate information received through the Constructity Platform to anyone without the express prior written consent of Constructity. Systematic access or extraction of content, including the use of bots or spiders, is expressly prohibited. You may not use the Constructity Platform or Site (a) to prepare databases that are sold or furnished to a third party; (b) to compile or enhance mailing lists or business directories for third parties; (c) in connection with individual credit, employment, or insurance applications; or (d) to produce information in legal proceedings without Constructity's prior written approval.
Except for Excluded Claims (defined below):
“Excluded Claims” means: (a) Customer's liability arising under Section 2 (Your Data and Your Obligations); and (b) a party's breach of its obligations in Section 5 (Confidentiality), excluding claims relating to Your Data.
The limitations in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
If you are a California resident, you agree to waive California Civil Code § 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
This Agreement will commence on the date on which you first access your Constructity Platform account and continue until terminated as permitted herein (the “Term”).
You may terminate this Agreement at any time, for any reason, upon thirty (30) days' advance notice by your admin electing to delete your Constructity Platform account. Constructity may also terminate this Agreement at any time, for any reason, upon thirty (30) days' advance notice to you.
Constructity reserves the right to terminate this Agreement with reasonable notice or to immediately suspend your access to the Constructity Platform if you breach this Agreement, or if we deem such action necessary to prevent harm to the security, stability, availability, or integrity of the Constructity Platform.
Constructity will delete Your Data promptly after any termination of this Agreement. Deleted content may persist in backup copies for a reasonable period of time while deletion is carried out. You are solely responsible for creating any back-ups of Your Data for your own purposes.
Upon any termination of this Agreement: (a) you and your Users must immediately cease using the Constructity Platform; (b) at the Disclosing Party's request, the Receiving Party will promptly return or delete the Disclosing Party's Confidential Information; (c) you will promptly pay Constructity any unpaid fees incurred prior to termination; and (d) if Constructity terminates without cause under Section 9.b, Constructity will refund a pro rata amount of any pre-paid fees. Sections 1.c, 2, 3.b, and 4 through 12 survive termination.
User accounts are distinct from any personal Constructity Platform account that Users may create on the free public Constructity service (“Free Constructity Accounts”). Free Constructity Accounts are not subject to this Agreement, but rather are subject to Constructity's terms for those services.
Constructity may change the terms of this Agreement at any time by providing notice by email, through the service, or by other reasonable means. You can review the most current version at any time at constructity.com/terms/. Any change will become effective upon posting. If you continue to use the Constructity Platform after that date, your use constitutes acceptance of the revised terms.
This Agreement is governed by the laws of the United States and the State of California, without giving effect to their principles of conflicts of law. Subject to Section 13, any claim or cause of action arising out of or relating to this Agreement must be commenced exclusively in the U.S. District Court for the Northern District of California or a state court located in San Francisco County.
This Agreement and all addenda constitute the entire agreement between the parties regarding your access to and use of the Constructity Platform and supersede any prior representations or agreements. Headings are for convenience only, and terms such as "including" are to be construed without limitation. This Agreement is written in English (US), which will control over any translated version.
Failure to enforce a provision of this Agreement will not be deemed a waiver; waivers must be in writing. If any provision is adjudged unenforceable or invalid, such provision will be interpreted to best accomplish its intended objectives and the remaining provisions will remain in full force and effect.
Any press release or marketing campaign about the parties' relationship requires the prior written approval of both parties. Constructity may reference your name, logo, and status as a Constructity Platform customer.
Neither party may assign this Agreement without the prior written consent of the other party, except that Constructity may assign this Agreement without consent to any of its Affiliates or in connection with a merger, acquisition, or transfer of all or substantially all of its assets or voting securities. Non-permitted assignments are void.
The parties are independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement.
This Agreement benefits Constructity and Customer only. There are no intended third-party beneficiaries, including any Users.
To terminate this Agreement pursuant to Section 9.b, your system administrator must elect to delete your Constructity Platform account. Any other notice under this Agreement must be in writing and sent to Constructity at legal@constructity.com. Constructity may send notices to the email address(es) associated with your account.
Constructity may use subcontractors and permit them to exercise Constructity's rights under this Agreement, but Constructity remains responsible for compliance of any such subcontractor with this Agreement.
Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, or failure of power or telecommunications networks.
Constructity may contain links to third-party websites. This does not imply our endorsement of any website. Third-party websites may provide their own terms and privacy policies. Your use of such websites is not governed by this Agreement.
Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties, is not subject to any applicable economic sanctions, and does not have operations or Users in a country subject to comprehensive U.S. trade sanctions.
If you are a Governmental Entity, you represent that no applicable law, policy, or principle restricts you from agreeing to or performing any term of this Agreement, and that you are authorized to bind the applicable Governmental Entity to this Agreement. Do not enter into this Agreement if you cannot make these representations.
In this Agreement, unless otherwise stated:
Sections 13.b and 13.c apply to any claim, cause of action, or dispute arising out of or relating to any access or use of the Constructity Platform for business or commercial purposes (“Commercial Claim”) between you and Constructity.
If you reside in the United States or your business is located in the United States, you agree to arbitrate Commercial Claims with Constructity, Inc. This provision does not cover claims relating to violations of intellectual property rights, including copyright, patent, trademark, confidential information, or trade secrets.
The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. If any party intends to seek arbitration of a dispute, that party must provide the other party with written notice sent to legal@constructity.com. The arbitration will be governed by the AAA's Commercial Arbitration Rules and administered by the AAA. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA Rules, except that we will pay your fees if your Commercial Claim for damages does not exceed $10,000 and is non-frivolous.
If you do not wish to be bound by this provision (including its waiver of class and representative claims), you must notify us within 30 days of the first acceptance date of any version of this Agreement containing an arbitration provision by sending written notice to legal@constructity.com.
All Commercial Claims between us will be governed by California law, excluding California's conflict of laws rules, except to the extent that California law is contrary to or preempted by federal law.
If you reside outside the United States or your business is located outside the United States, you agree that:
Part of the Constructity Terms of Service
You agree that in using the Constructity Platform and/or Site, you will not upload, post, transmit, or otherwise make available any content that:
When accessing or otherwise using the Constructity Platform, you also must not:
Part of the Constructity Terms of Service
“GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679). “Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, and “Processing” have the meanings defined in the GDPR. References to GDPR include the GDPR as amended and incorporated into UK law. All other defined terms have the same meanings as defined elsewhere in this Agreement.
In conducting its activities as Processor under this Agreement (“Your Personal Data”), Constructity confirms that:
To the extent that Constructity Processes Your Personal Data under or in connection with the Agreement, Constructity shall:
You authorize Constructity to subcontract its data Processing obligations to Constructity's Affiliates and other third parties (a list of which Constructity will provide upon written request), only by way of written agreement imposing the same data protection obligations on the sub-Processor. Where that sub-Processor fails to fulfill such obligations, Constructity shall remain fully liable to you.
Where Constructity engages an additional or replacement sub-Processor(s), Constructity shall inform you no later than fourteen (14) days in advance. You may object within fourteen (14) days by terminating the Agreement immediately on written notice to Constructity.
Constructity shall notify you without undue delay upon becoming aware of a Personal Data Breach relating to Your Personal Data. Such notice shall include, where possible, the number of records affected, the category and approximate number of affected Users, anticipated consequences, and any actual or proposed remedies for mitigating adverse effects.
Part of the Constructity Terms of Service
This document describes the minimum security requirements applicable to Constructity's provision of access to the Constructity Platform to you.
Constructity has established and will maintain an Information Security Management System (ISMS) designed to implement industry-standard information security practices. Constructity's ISMS is designed to protect against unauthorized access, disclosure, use, loss, or alteration of Your Data.
Security of information and information processing facilities shall be based upon risk assessment. Risk assessment of the Constructity Platform will be done on a regular basis.
Constructity has a designated security officer with overall responsibility for information security in the organization.
Constructity's security measures shall include reasonable and industry-standard controls designed to provide reasonable assurance that access to physical processing facilities is limited to authorized persons and that environmental controls are established to detect, prevent, and control destruction due to environmental hazard.
Constructity shall implement industry-standard procedures for secured deletion and disposal of data on electronic media, subject to the Agreement.
Constructity will establish technical mechanisms designed to ensure that Your Data is logically segregated from other customers' data and is only available to authorized users.
User Password Management
Constructity shall have an established process for User Password Management, including at minimum: password provisioning with identity verification; encryption of all stored and in-transit passwords; changing all default passwords from vendors; strong password requirements; and user awareness measures.
User Access Management
Constructity will implement a process for changing and/or revoking access rights and user IDs without undue delay, including procedures for reporting and revoking compromised credentials within a reasonable time. Constructity shall maintain appropriate security logs including userid and timestamp, with clocks synchronized with NTP.
The following minimum events shall be logged: Authorization Changes; Failed and successful authentication and access attempts; and Read and write operations.
Network Security
Constructity shall employ technology consistent with industry standards for network segregation. Remote network access shall require encrypted communication using secured protocols, and use of multi-factor authentication.
Protection of Data in Transit
Constructity will enforce use of appropriate protocols designed to protect the confidentiality of data in transit over public networks.
Last updated: November 5, 2023