PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
Reinform, Inc. d/b/a Structurely (“Structurely,” “we,” or “us”), require that all visitors to the Web sites operated by Structurely at www.structurely.com (the “Site”) adhere to the following terms and conditions of use. By accessing and using the Site, you agree, on your own behalf and on behalf of any corporation or other legal entity that you represent or for which you access the Site (your “Company”), to be bound by and comply with the following terms and conditions of use (these “Terms”) and to comply with all applicable laws and regulations. If you do not agree to these Terms, you are not authorized to use the Site.
CHANGES TO THESE TERMS AND THE SITE We may change these Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by posting a revised version of these Terms or other notice on the Site. You should view these Terms often to stay informed of changes that may affect you. Your use of the Site constitutes your continuing agreement to be bound by these Terms, as they are amended from time to time. We expressly reserve the right to make any changes that we deem appropriate from time to time to the Site or to any information, text, data, databases, graphics, images, sound recordings, video material, audio clips, logos, software, features, services, and other materials within the Site (all such materials, and any compilation, collection, or arrangement thereof, the “Content”).
LICENSE TO ACCESS AND USE THE SITE
YOU MAY ACCESS AND USE THIS SITE ONLY IF YOU ARE OVER THE AGE OF 18, AND ONLY FOR YOUR PERSONAL USE (OR, IF ACCESSING THE SITE ON BEHALF OF A COMPANY, ONLY YOUR COMPANY’S OWN INTERNAL USE). Any other access to or use of the Site or the Content constitutes a violation of these Terms and may violate applicable copyright, trademark, or other laws. We make no representation that the Site or Content is appropriate or available for use in locations other than the United States. If you choose to access this Site from locations other than in the United States, you do so at your own initiative, at your own risk, and are responsible for complying with applicable local laws.
You may not access, use, or copy any portion of the Site or of the Content through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms. You agree not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within any of the Content. Except as expressly authorized by us in writing, in no event will you reproduce, redistribute, duplicate, copy, sell, resell, or exploit for any commercial purpose any portion of the Site or the Content or any access to or use of the Site or the Content.
You represent and agree that all information that you provide to us in connection with your access to and use of the Site is true, accurate, and complete to the best of your knowledge and belief.
INTELLECTUAL PROPERTY You understand and agree that we own, or (where applicable) we have licensed from third parties, all right, title, and interest in and to the Site and all of the Content. You acknowledge and agree that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing or using the Site or the Content. Such intellectual property and proprietary rights may include, but are not limited to, copyrights, trademarks and service marks, trade dress, and trade secrets, and all such rights are the property of Structurely or its licensors and content providers.
COPYRIGHT POLICY If you believe in good faith that any Content has been used in a way that constitutes copyright infringement, you may forward the following to us at Copyright Agent, Reinform, Inc. d/b/a Structurely, 2712 Stange Road, Ames, Iowa 50010, email@example.com: (i) your contact information, including your name, address, telephone number, and email address; (ii) identification and description of each copyrighted work that you claim has been infringed; (iii) the exact URL or location of the material that you claim is infringing; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and (vi) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owners.
TERMINATION OF ACCESS
Structurely reserves the right, in its sole discretion, to terminate your access to all or part of the Site, without notice or liability, for any reason, including, but not limited to: (a) the unauthorized use of any username or password; or (b) the breach of any agreement between you and Structurely, including, without limitation, these Terms. Following any such termination of access, you will continue to be bound hereunder to the fullest extent applicable.
Upon being notified that your access is terminated, you must destroy any materials you have obtained from the Site. You may not access the Site after your access is terminated without our written approval. After terminating your access, Structurely will retain all rights, including all intellectual property rights, proprietary rights, and licenses retained in these Terms, and the limitations upon your use and treatment of Content will remain in full force.
USER CONDUCT In connection with your access and use of the Site and that of any person authorized by you to access and use the Site, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct. Not in limitation of the previous sentence, in connection with your use of the Site, neither you nor the Company may cause or permit any person to do any of the following:
use the Site or Content for any unlawful purpose;
use the Site to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
impose an unreasonably or disproportionately large load on the Site or otherwise interfere with or inhibit any other user of this Site from using or enjoying the Site;
use the Site to post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise objectionable information of any kind;
use the Site to post or transmit any information which is invasive of another’s privacy or publicity rights or that otherwise violates or infringes in any way upon the rights of others; and
use the Site to post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communication.
By disclosing or offering any information to us, including comments, computer files, documents, graphics, suggestions, ideas, or other information (each, a “Submission”), either through your use of the Site or otherwise, you authorize Structurely to make such copies thereof as we deem necessary, including to facilitate the posting and storage of the Submission on the Site. By making a Submission, you automatically grant, and you represent and warrant that you have the right to grant, to Structurely an irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Submission for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submission, and to grant and authorize sublicenses of the foregoing.
By making a Submission, you represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the Submission. You are fully responsible for any Submission you make and for the legality, reliability, appropriateness, and originality thereof.
SECURITY Structurely takes such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Site. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any information about you, including any username and any password used in connection with your use of the Site. You agree to notify Structurely immediately if you discover loss or access to such information by another party not under your control and supervision. Structurely will not be liable for any loss or damage arising from the unauthorized use of your username or password.
HYPERLINKS This Site may include hyperlinks to other websites which are not maintained by Structurely. We are not responsible for the content of such external websites and we make no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by such websites. The inclusion of any hyperlink to external websites does not imply endorsement by Structurely of those websites or any products or services referred to therein. The terms of service and privacy policies applicable to external websites may be different from those applicable to our Site. If you decide to access any external website through a link within our Site, you do so entirely at your own risk, and Structurely will have no liability for any loss or damage arising from your access or use of any external website. Since Structurely is not responsible for the availability of these websites, or their contents, you should direct any concerns regarding an external website to the administrator of that website. You agree that you will bring no suit or claim against us arising from or based upon any such use of external websites. Hyperlinks to other websites that are provided on the Site are not intended to imply that: (a) we are affiliated or associated with any external website; or (b) any linked site is authorized to use any of our trademarks, trade names, logos, or copyrights.
DISCLAIMER THE USE OF THIS SITE BY YOU AND YOUR COMPANY IS AT YOUR AND ITS SOLE RISK. ACCORDINGLY, THE SITE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, STRUCTURELY AND CONTENT-PROVIDERS DO NOT WARRANT THAT: (a) THE USE OF THIS SITE OR ANY THIRD PARTY WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (b) THE USE OF THIS SITE OR ANY SUCH THIRD PARTY WEBSITE WILL ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (c) THE CONTENT OR ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THIS SITE OR ANY THIRD PARTY WEBSITE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (d) ANY DEFECTS IN THE SITE OR IN THE CONTENT WILL BE CORRECTED; OR (e) THE SITE AND THE CONTENT ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.
LIMITATION OF LIABILITY
In no event will Structurely, its contractors, suppliers, content-providers, and other similar entities, and the officers, directors, employees, representatives, and agents of each of the foregoing (collectively, our “Representatives”), be liable to you, your Company, or any third party for any losses or damages, alleged under any legal theory, arising out of or in connection with: (a) your use of, or reliance on, the Site or the Content; (b) our performance of or failure to perform our obligations in connection with these Terms; (c) the defamatory, offensive, or illegal conduct of other users of the Site or of third parties; or (d) your purchase or use of any goods or services provided by third parties.
Under no circumstances will Structurely or our Representatives be liable to you, your Company, or any third party for any indirect, consequential, incidental, punitive, special, or similar damages or costs (including, but not limited to, lost profits or data, loss of goodwill, loss of or damage to property, loss of use, business interruption, and claims of third parties) arising out of or in connection with these Terms or the use of the Site or the Content, or the transmission of information to or from the Site over the Internet, even if we were advised, knew, or should have known of the possibility of such damages or costs. In a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of Structurely and the Representatives will be limited in accordance with these Terms to the extent permitted by law.
Without limiting any of the foregoing, if Structurely or any of the Representatives are found liable to you or to any third party as a result of any claims or other matters arising under or in connection with these Terms, the Site, or your use of the Site, the maximum liability for all such claims and other matters will not exceed $100 in any calendar year.
WAIVER AND RELEASE You fully and forever waive, releases and discharge Structurely and each of its Representatives from any and all claims, damages, demands, rights of action or causes of action, present or future, known or unknown, anticipated or unanticipated, resulting from or arising out of the Site.
INDEMNIFICATION You agree to defend, indemnify and hold harmless Structurely, and our officers, directors, employees, representatives, and agents, from and against all claims, demands, suits, or other proceedings, and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys’ fees), arising out of: (a) content, data, or information that you submit, post to, or transmit through the Site; (b) your access to and use of the Content, the Site, and other materials, products, and services available on or through the Site and Structurely; (c) your violation of these Terms; (d) your violation of any rights of any third party; (e) your website; and (f) any unauthorized use of a username, password, or account number. We reserve, and you grant to us, the right to assume the exclusive defense and control of any matter subject to indemnification by you hereunder.
DISPUTES SUBJECT TO BINDING ARBITRATION These Terms will be construed and enforced in accordance with the laws of the State of Iowa, without regard to the conflicts of law provisions thereof. You expressly agree that any claim or controversy arising out of or related the Terms, the Site, or the Content shall be settled by binding arbitration to be held in Chicago, Illinois, before a single arbitrator, in accordance with the commercial arbitration rules of the American Arbitration Association. Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party. Each party shall bear its own costs relating to such arbitration, and the parties shall equally share the arbitrator’s fees. Judgment on any award resulting from such arbitration may be entered in any court having jurisdiction. You further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Illinois for the enforcement of this arbitration agreement and of any such award. The foregoing shall not preclude Structurely from seeking any injunctive relief in any court of competent jurisdiction for protection of Structurely’s intellectual property rights.
Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.
Any provisions of these Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to this Site.
These Terms do not confer any rights, remedies, or benefits upon any person other than you.
We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.
Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof.
If any provision of these Terms is held to be invalid or unenforceable, that provision will be stricken and will not affect the validity and enforceability of any remaining provisions.
Possible evidence of use of the Site for illegal purposes will be provided to law enforcement authorities.
Discontinuation of use of this Site is your sole right and remedy for any dissatisfaction with the Site or any of the Content.
OTHER AGREEMENTS If you have entered into a separate written agreement with Structurely with respect to your use of the Site or any Content, that agreement will supersede these Terms to the extent they are in conflict.
QUESTIONS Please contact us with any questions regarding the Site or these Terms at:
Reinform, Inc. d/b/a Structurely
2712 Stange Road
Ames, Iowa 50010
Supplemental Terms for Business Customers
PRICING Subscription options for Structurely’s services are as follows:
Starter: $179 per month for 1 seat and 50 leads per month.
Growth: $299 per month for 10 seats and 125 leads per month.
Build: $499 per month for 30 seats and 225 leads per month.
Franchise: For pricing information, please contact us via our Site at www.structurely.com/contact or e-mail us at firstname.lastname@example.org.
TERM The term of this Agreement shall begin on the date Customer selects and begins paying for a subscription and shall automatically renew each month unless otherwise terminated.
Without Cause. Either party may terminate this Agreement at any time and for any reason.
**Breach. **Either party shall have the right to terminate this Agreement upon written notice if the other party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching party specifying the breach.
Payments. All payments due hereunder are payable in advance of the period to which they apply. Structurely shall have the right to suspend or terminate access to the services, at its sole option, with or without notice to Customer if any payment is delinquent by more than sixty (60) days.
Effect of Termination. Neither Structurely nor its suppliers shall be liable to Customer or any third party for suspension or termination of Customer’s access to, or right to use, the services under this Agreement, provided such suspension or termination was done in good faith. Customer shall owe and pay the balance due for the services up to the date of termination. Commensurate therewith, Structurely shall issue a pro rata refund of any unused prepaid amounts, as applicable. Upon the effective date of termination of this Agreement for any reason, Customer and its authorized users’ access to the services shall terminate and Customer shall cease accessing and using the services immediately.
CONVERSATIONAL SCRIPT OWNERSHIP
Structurely acknowledges that all conversational scripts developed in accordance with the Agreement between Structurely and Customer are the sole property of Customer.
CUSTOMER’S REPRESENTATIONS Customer hereby represents that, in connection with Customer’s use of the Site and the services, Customer will comply with all applicable laws and regulations, including the Telephone Consumer Protection Act (“TCPA”). Structurely reserves the right to terminate Customer’s use of the services without notice or liability, in the event it learns of any noncompliance with the TCPA.
WARRANTY Neither Structurely nor its suppliers or licensors warrant that Customer’s use of the services will be uninterrupted or that the services will be error-free. Both parties acknowledge that software has inherent limitations, and Structurely does not warrant that the services will meet Customer’s requirements. EXCEPT AS SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THERE ARE NO WARRANTIES OR CONDITIONS (WHETHER IMPLIED OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) FOR THE SERVICES AND/OR ANY DATA TRANSMITTED THROUGH THEM. STRUCTURELY AND ITS SUPPLIERS, LICENSORS, AND PROVIDERS EXPRESSLY DISCLAIM ALL EXPRESS, STATUTORY, OR IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
INDEMNIFICATION Customer shall defend, indemnify and hold harmless Structurely, and its officers, directors, employees, representatives, and agents, from and against all claims, demands, suits, or other proceedings, and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys’ fees), arising from Customer’s breach of any warranties, representations, or agreements made by Customer herein, including but not limited to, Customer’s breach of applicable laws and regulations, including the Telephone Consumer Protection Act.
LIMITATION OF LIABILITY
Limitation on Direct Damages. In no event will Structurely, its contractors, suppliers, and other similar entities, and the officers, directors, employees, representatives, and agents of each of the foregoing be liable to Customer or any third party for any losses or damages, alleged under any legal theory, arising out of or in connection with this Agreement, including but not limited to, Customer’s breach of representations as set forth in these terms, including but not limited to, with respect to Customer’s compliance with the Telephone Consumer Protection Act.
Waiver of Consequential Damages. IN NO EVENT WILL STRUCTURELY BE LIABLE TO CUSTOMER FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Exceptions to Limitation of Liability. The Limitations of Liability set forth in this Section 8 shall not apply to: (i)losses or damages due to Structurely’s gross negligence, willful misconduct, or fraud; or (ii)Customer’s indemnification obligations set forth in Section 7.