CONDITIONS AGREEMENT

Usage Agreement and Disclaimers

1. ACCEPTANCE OF TERMS

Secure Online Builders Exchange (PHLY) makes available for your use and access to the PHLY Online Plan Service (the "Site") information, documents, software and products (collectively, the "Materials") and various services (the "Services") subject to the terms and conditions set forth in this Usage Agreement and Disclaimers (the "Usage Agreement"). By accessing this Site, you agree to the Usage Agreement. PHLY reserves the right to change the Usage Agreement from time to time at its sole discretion. Your use of the Site will be subject to the most current version of the Usage Agreement posted on the Site at the time of such use. In addition, when using particular Services or Materials on this Site, you shall be subject to any posted guidelines or rules applicable to such Services or Materials that may contain terms and conditions in addition to those in the Usage Agreement. All such guidelines are incorporated into this Usage Agreement by reference.

You MUST be a current Site participant (valid Internet subscriber) of PHLY to access this Site. If you are not a current Site participant or if you breach any of the Usage Agreement, your authorization to use this Site is automatically terminated and you must immediately destroy any Materials downloaded or printed from this Site.

2. COPYRIGHT; LIMITED LICENSE

You acknowledge and agree that Materials and Services on this Site and any necessary software used in connection with the Site ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by PHLY , you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Materials and Service, or the Software, in whole or in part. Furthermore, except as expressly provided in this Usage Agreement, PHLY does not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information with respect to the Materials, Services and Software.

2.1 Use of Software. The software and accompanying documentation that are made available to download from the Site are copyrighted work of PHLY and/or its suppliers. Use of the software is governed by the terms of the end user license agreement that accompanies or is included with such software. You will not be able to download or install any software that is accompanied by or includes an end user license agreement unless you agree to the terms of such end user license agreement. If you do no agree to such terms, you will not be able to use the software. You may not decompile, reverse engineer or otherwise attempt to discover the source code of any software available on the Site.

3. USE OF SITE INFORMATION

Except as otherwise indicated elsewhere on this Site, you may view, download and print the documents and information available on this Site subject to the following conditions:

1. The documents and information may be used solely for your use in preparing cost estimates for those construction projects provided on the Site and/or for your reference during the construction process of same and for no other purpose.
2. The documents and information may not be modified or altered in any way.
3. You may not remove any copyright or other proprietary notices contained in the documents and information.
4. PHLY reserves the right to revoke the authorization to view, download and print the documents and information available on this Site at any time, and any such use must be discontinued immediately upon written notice from PHLY.
5. The rights granted to you constitute a license and not a transfer of title.

The rights specified above to view, download and print the documents and information available on this site are not applicable to the design or layout of this Site. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

4. UNAUTHORIZED USE

 Only Secure Online Builders Exchange users, and, in the case of users who are entities, their partners, shareholders, officers and employees, will be entitled to view and use Site Materials (including all plans, specifications and addenda therein). In addition, you acknowledge and agree that the unauthorized disclosure of Site Materials could cause competitive harm to the Secure Online Builders Exchange , and you promise to receive and maintain the Site Materials in trust and confidence, and take reasonable precautions against such disclosure to any unauthorized users. 

5. MODIFICATIONS TO SERVICE

PHLY reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that PHLY is not liable to you or to any third party for any modification, suspension or discontinuance of the Service.

5. ACCOUNT, PASSWORD AND SECURITY

You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to:

1. immediately notify PHLY of any unauthorized use of your password or account or any other breach of security; and
2. ensure that you exit from your account at the end of each session. PHLY cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

7. TERMINATION

You agree that PHLY , in its sole discretion, may terminate your password, account (or any part thereof) or use of the Site for any reason, including, without limitation, if PHLY believes that you have violated or acted inconsistently with the letter or spirit of the Usage Agreement. PHLY may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Usage Agreement may be effected without prior notice, and acknowledge and agree that PHLY may immediately deactivate your account. Further, you agree that PHLY shall not be liable to you or any third-party for any termination of your access to the Site.

8. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EFFORTS HAVE BEEN MADE TO ASSURE THE ACCURACY OF THE INFORMATION, BUT PHLY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE BEST SOURCES OF INFORMATION FOR PROJECT FILES ARE THE ACTUAL PLANS AND SPECIFICATIONS MAINTAINED AT PHLY ’S MAIN OFFICE.
2. PHLY

   MAKES NO WARRANTY THAT:

1. THE SERVICE AND MATERIALS WILL MEET YOUR REQUIREMENTS;
2. THE SERVICE AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE;
4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; AND
5. ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

1. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PHLY OR THROUGH OR FROM THE SERVICE OR MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE USAGE AGREEMENT.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL PHLY OR ANY OF ITS AFFILIATES OR SUBSIDIARIES BE LIABLE TO ANY ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM) THAT ARE RELATED TO THE USE OF, OR THE INABILITY TO USE, THE CONTENT, MATERIALS, SERVICES AND FUNCTIONS OF THE SITE, EVEN IF PHLY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNITY

You agree to indemnify and hold PHLY , and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site, your connection to the Site, your violation of the Usage Agreement, or your violation of any rights of another.

11. GOVERNING LAW AND JURISDICTION

The Usage Agreement and the relationship between you and PHLY are governed by the laws of the State of California without regard to its conflict of law provisions. You also agree that this Usage Agreement is entered into between you and PHLY in California. The failure of PHLY to exercise or enforce any right or provision of the Usage Agreement does not constitute a waiver of such right or provision. If any provision of the Usage Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Usage Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Materials or Service or the Usage Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

 

By agreeing to these terms, subscriber agrees to be individually bound by each term set forth above including each disclaimer of warranty. It is further agreed that these terms bind the subscribers heirs, assigns, partners, employees, joint venturers and successors in interest.