Terms of Service

These Terms of Service (“Terms of Service”) set forth the legally binding terms of the agreement between VueOps, LLC (“us,” “we” or “VueOps”) and the customer or User (“Customer” or “you”) that has purchased or is otherwise using one or more Services (as hereinafter defined) provided by VueOps.

If you are using the Services on your own behalf as an individual, then all references to the “Customer” shall mean you in your personal capacity. If you are using the Services as an employee, consultant or other authorized representative (“Representative”) on behalf of a business organization, governmental authority or other entity, then “Customer” shall mean such business organization, governmental authority or other entity.

However, all Users (as hereinafter defined) agree to be bound by the portions of these Terms of Service.

BEFORE USING THE SERVICES AND AGREEING TO THESE TERMS OF SERVICE, YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF SERVICE. Use of the Services is void where prohibited. By accepting these Terms of Service and using the Services, you represent and warrant that (a) if you are a Representative using the Services on behalf of a Customer, you are authorized to legally bind the Customer to these Terms of Service and the Customer agrees to comply with these Terms of Service, or (b) if you are the Customer, you have the right, authority, and capacity to enter into these Terms of Service and you agree to comply with these Terms of Service.

Customer acknowledges that we may update these Terms of Service from time to time, and Customer agrees to be bound by any subsequent update to these Terms of Service. The most recent version of these Terms of Service can be found at VueOps’ website at https://www.vueops.com/terms-o.... Though we will attempt to notify Customer of any material changes in the Terms of Service by posting a notice on our website or sending an email to your registered email address, it is Customer’s responsibility to check for updates to the Terms of Service and any such update shall be effective even if Customer does not receive notice of such update. If Customer does not consent to the updated Terms of Service, Customer can discontinue use of the Service. Customer’s continued use of the Service will constitute acceptance of the updated Terms of Service.

1. Definitions.

“Account Administrator” means a User that has the ability to create and remove Users, administer User accounts, modify access for Users to specific Facilities and manage or modify Customer Data stored in the Document Storage System.

“Customer Data” means any and all data submitted by or on behalf of Customer (including through Users) for use with the Services, which may include documentation about a Facility, personal information, usernames, passwords and prompts.

“Documentation” means any written documentation related to the Service made available by VueOps to Customer, as may be updated from time to time by VueOps.

“Document Storage System” means a compatible computer file storage repository used to store Customer’s Facility documents, models and other data accessible through the Service.

“Facility” means a building, facility or time-limited construction project involving facility repair, refurbishment, fit-out, system upgrades, or other work, for which data and documents will be collected and organized through the Service, as identified in an applicable Agreement.

“Services” means the specific site creation for Customer and VueOps’ hosted software service that collects and organizes documentation related to infrastructure projects, known commercially as VueOps’ “SiteLine.”

“Subscription Term” means the period through which Customer has purchased access to the Service or have been granted a Free Trial as set forth in an Agreement.

“Agreement” means an executed written document mutually agreed by Customer and VueOps describing the terms and conditions for delivery of the Services

“User Credentials” means the usernames and passwords that enable Customer and Users to access the Service.

“User(s)” means individuals who are authorized by Customer to use the Service, and who have been supplied User Credentials by VueOps or by Customer, through an Account Administrator account.

2. Services.

2.1 Use of Service. Subject to Customer’s payment of applicable fees as well as the other terms and conditions of these Terms of Service and any applicable Agreement, and during the Subscription Term, VueOps hereby grants to Customer a limited, nonexclusive, nontransferable license for Customer to: (i) remotely access the Service via the Internet; (ii) use the Service for the Customer’s internal business purposes solely in connection with collecting, managing and accessing documentation for the Facility/Facilities identified in an Agreement (the “Authorized Purpose”); and (iii) grant access to Users and allow such User to use the Service in connection with the Authorized Purpose.

2.2 Other Services. VueOps will provide all other Services as set forth in an Agreement.

3. User Restrictions and Responsibilities Relating to Use of the Services.

3.1 Legal use of Services. You shall use the Services only for the Authorized Purpose and in compliance with the Documentation. You shall not, either directly or indirectly, use the Services in a manner that is prohibited by any law or regulation, that is in violation of any contractual agreement with VueOps or Customer, that violates any third-party rights, or that facilitates the violation of any law, regulation or third party rights, or that would disrupt any third party use or enjoyment of any services provided by VueOps.

3.2 Restrictions on Use of Services. You shall not: (a) copy, distribute, or disclose any part of the Service in any medium; (b) resell, sublicense, lease, time-share or otherwise make the Service available to any third party except as expressly permitted herein; (c) use the Service to send or store infringing or unlawful material or material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) alter, modify, copy, publicly display, translate or create derivative works based on the Service; (e) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Services, circumvent its functions, or attempt to gain unauthorized access to the Services; (f) copy, frame or mirror any part or content of the Services, other than copying or framing the Services on Customer’s own intranets or otherwise for Customer’s own internal business purposes in connection with the purpose stated on the Agreement; (g) access or use the Service for any reason other than the Authorized Purpose, including the purpose of building a competitive service or copying its features or user interface; or (h) access the Services for any reason other than the purpose stated on the Agreement, including to build a competitive product or Service. You agree that you will not permit any other person to use your User account and that you are liable for any use of your User account by any other person.

3.3 Registration Information. You agree that all contact and other registration information provided to us is true and accurate and you agree to keep all such information up-to-date. By providing us with your email address you consent to our using such email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may send you other messages related to the Services, though you may use your Notifications Settings to opt out of many Service-related communications.

3.4 Termination of Use. You agree and acknowledge that we may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Services without notice and liability for any reason we deem acceptable, including for any violation of these Terms of Service.

3.5 Privacy Policy. You agree to and acknowledge receipt of the VueOps Privacy Policy available at https://vueops.com/privacy-pol... (the “Privacy Policy”).

4. Customer Obligations.

4.1 Agreements., Customer and VueOps may execute one or more Agreements, each of which may describe the Services to be provided by VueOps.

4.2 Payments. Customer shall pay the fees for the Services set forth in the applicable Agreement. Thereafter, unless otherwise set forth in an Agreement, VueOps will invoice Customer in advance of the expiration of the then current Subscription Term for the following Subscription Term. Unless otherwise set forth in an Agreement all invoices are due and payable in full within thirty (30) days after the date of invoice. Any additional or different terms appearing in any purchase order or other document from Customer that has not been agreed to by VueOps and executed by both Customer and VueOps that are inconsistent with these Terms of Service shall be void and have no force or effect. Any invoice not paid within thirty (30) days of date of invoice will be deemed late and will accrue late charges at a rate of one and one half percent (1 1/2%) per month, or the maximum rate allowed under law, whichever is lower.

4.3 Taxes. Unless otherwise set forth in an Agreement, Customer shall be responsible for all sales taxes, use taxes, withholding taxes and any other similar taxes and charges of any kind imposed by any national, federal, state or local governmental entity on the transactions contemplated by these Terms of Service, excluding only taxes based solely upon VueOps’ income. When VueOps has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides VueOps with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.4 Authorized Users. Customer acknowledges that each User will be required to enter into these Terms of Service. Customer acknowledges and agrees that Customer is responsible for all access to and use of the Service by its Users, including any breach of these Terms of Use by its Users.

4.5 Customer Data Integrity. Customer shall be responsible for the accuracy, quality and legality of all Customer Data used in connection with the Services, including but not limited to Customer Data transmitted through the Service. Further, Customer shall be responsible for backing up all Customer Data and shall also be responsible for any changes to or deletion of Customer Data made by its Users. Without limiting the generality of the foregoing, Customer shall not and shall not permit others to: (i) transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar or obscene material of any kind, (ii) use the Services to attempt to compromise the security of any networked account or site, (iii) store or transmit any network or computer viruses, worms, time bombs, Trojan horses or other harmful or malicious code or files nor (iv) store or access information that would violate the intellectual property rights of a third party.

4.6 User Credential Integrity. Customer understands that failure to protect its User Credentials may allow an unauthorized person or entity to access the Service. Customer agrees that: (i) VueOps is not responsible for collecting, inputting and updating User Credentials, (ii) Customer assumes the entire responsibility at all times for the supervision, management, control and confidentiality of Customer’s (and all Users’) User Credentials and (iii) Customer assumes the entire risk of any fraudulent or unauthorized use of such User Credentials. Customer shall notify VueOps immediately of any known or suspected unauthorized use of Customer’s Service account or any accounts of its Users, or any other breach of security.

5. VueOps’ Obligations.

5.1 Support. VueOps will provide basic support to Customer for the Service at no additional charge during the Subscription Term. Such basic support shall include VueOps’ using commercially reasonable efforts to enable Service availability 24 hours a day, 7 days a week, except for: (i) planned maintenance downtime as set forth on the website for the Service at www.vueops.com or in a written notice provided to Customer; and (ii) any unavailability caused by circumstances beyond VueOps’ reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, lightning, electrical power fluctuations or failures, civil unrest, wars, acts of terror, strikes or other organized labor problems, Internet service provider failures or delays, or denial of service attacks (each, a “Force Majeure Event”). For any breach of any of the foregoing Section 5.1 that is not remedied within thirty (30) days or ongoing Force Majeure Event that does not resolve in thirty (30) days, Customer’s exclusive remedy shall be as provided in Section 10.2 below.

5.2 Personally Identifiable Information. VueOps will maintain safeguards for protection of any personally identifiable data about Users to which VueOps has access in accordance with the privacy policy set forth at https://vueops.com/privacy-pol... (the “Privacy Policy”).

6. Ownership.

6.1 Service. All Services are made available for use or licensed, not sold. VueOps owns and maintains all right, title and interest, including all intellectual property rights, in and to the Services. Any feedback, suggestions or enhancement requests that Customer provides to VueOps regarding the Services is non-confidential and may be used by VueOps for any purpose without acknowledgement or compensation; provided Customer will not be identified publicly as the source of such feedback, suggestion or enhancement request. Customer agrees to take no action regarding the Services that is inconsistent with VueOps’ ownership. VueOps reserves the right to modify the features, functionality, templates, and other aspects of the content of the Service from time to time.

6.2 Customer Data. Customer hereby grants VueOps a nonexclusive and nontransferable license to use the Customer Data provided by Customer or its Users to provide the Services, and Customer represents that it has the right to grant such license. As between Customer and VueOps, Customer shall retain all of its intellectual property and other proprietary rights in the Customer Data. Customer acknowledges and agrees that in connection with the provision of the[PT1] [PT2] [PT3] Services, VueOps may use aggregated data provided by Customer and other customers to improve the Services.

7. Warranties and Disclaimers.

7.1 Service Warranty. VueOps warrants to Customer that during the Subscription Term the Service shall perform substantially in accordance with the then-current Documentation. The foregoing warranty shall be of no force or effect and VueOps shall have no obligation thereunder to the extent: (i) any failure is due to causes that are external to the Service or is otherwise a Force Majeure or is a result of hardware or software not provided by VueOps; or (ii) if Customer has neglected, misused, or otherwise used the Service in a manner not in compliance with the Documentation, these Terms of Service, or any applicable MSA, or Agreement . Customer’s sole and exclusive remedy and VueOps’ entire liability for its breach of the warranty set forth in this Section will be for VueOps, at its own expense, to do one of the following: (x) use commercially reasonable efforts to provide a work-around or correct documented errors; or (y) terminate Customer’s license to access and use the non-conforming Software Services and refund any prepaid fees, prorated for the unused period of the Subscription Term. VueOps shall have no obligations regarding any errors or issues reported after the applicable Subscription Term.

7.2 Disclaimer of Warranties. OTHER THAN THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 7, VUEOPS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, IN RELATION TO OR ARISING OUT OF THESE TERMS OF SERVICE, THE SERVICES, THE USE THEREOF AND ANY DATA, MATERIAL, CONTENT AND INFORMATION PROVIDED THROUGH THE SERVICES. WITHOUT LIMITING THE FOREGOING, VUEOPS SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SERVICES OR ACCESS THERETO WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR-FREE, AND DISCLAIMS ANY WARRANTY AS TO THE ACCURACY, OMISSIONS, COMPLETENESS OR CURRENTNESS OF ANY CONTENT PROVIDED BY OR THROUGH THE SERVICES, INCLUDING CUSTOMER DATA. CUSTOMER ACKNOWLEDGES THAT, WHILE VUEOPS USES REASONABLE EFFORTS TO PROVIDE THE SERVICES, THE PROVISION OF THE SERVICES INVOLVES THE POSSIBILITY OF HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA. IN NO EVENT WILL VUEOPS HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY LOSSES, CLAIMS OR LIABILITY CAUSED BY CUSTOMER’S ERROR, INCLUDING ERRORS IN INTERPRETING DATA OR DELIVERABLES GENERATED BY VUEOPS (INCLUDING THROUGH THE SERVICE) USING CUSTOMER DATA.

8. Indemnification. Customer shall indemnify, hold harmless, defend and release VueOps and its users, affiliates and suppliers, and its and their respective officers, directors, stockholders and agents, from any claims, losses, damages or liabilities, including attorney’s fees, arising out of (i) the use or misuse of the Services by any User or anyone using an User’s account(s), (ii) breach of these Terms of Service by any User or anyone using an User’s account(s), (iii) the violation of any applicable law or the rights of any other person or entity by any User or anyone using an User’s account(s) arising out of related to the Services, (iv) the infringement of any intellectual property or other right of any person or entity by any User or anyone using an User’s account(s), or (v) Customer Data, including any claims arising from or related to allegations that Customer Data (1) was inaccurate or faulty in any respect; or (2) infringes or misappropriates the intellectual property or other rights of a third party or violates applicable law. Customer agrees not to settle any such matter without the prior written consent of VueOps. VueOps reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify VueOps and Customer agrees to cooperate with our defense of these claims.

9. LIMITATIONS OF LIABILITY.

9.1 Limitation of Liability. TO THE MAXIMUM EXTENT ENFORCEABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VUEOPS AND ANY ITS AFFILIATES AND SUPPLIERS, UNDER OR RELATING TO THESE TERMS OF USE, THE SERVICES OR THE USE THEREOF, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO VUEOPS FOR THE RELEVANT SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE.

9.2 Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT ENFORCEABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL VUEOPS AND ANY ITS AFFILIATES AND SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER, ANY USER OR YOU FOR ANY LOST PROFITS, LOST REVENUES OR LOST DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Term and Termination.

10.1. Subscription Term. Subject to the provisions of Section 10.2 below, these Terms of Services continue until the expiration of the Subscription Term. Unless terminated pursuant to Section 10.2, the Subscription Term shall be as identified in the Agreement. If no Subscription Term is identified, the Subscription Term shall be one (1) year and shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless either party notifies the other party in writing no later than sixty (60) days prior to the expiration of the then-current Subscription Term or Renewal Term, as the case may be. Any renewals shall be at VueOps’ then current subscription pricing terms, unless otherwise set forth in an Agreement.

10.2 Termination for Cause. Either party may terminate these Terms of Service: (i) upon thirty (30) days’ written notice of a material breach of these Terms of Service by the other party, unless such breach is cured within such thirty (30) day period; or (ii) in the event that the other party petitions for or consents to any relief under any bankruptcy, reorganization or similar statute, makes an assignment for the benefit of its creditors, or petitions for the appointment of a receiver, liquidator, trustee or custodian of all or a substantial part of its assets, or a receiver, liquidator, trustee or custodian is appointed for all or a substantial part of its assets and is not discharged within sixty (60) days after thereafter. In addition, VueOps may terminate any User’s use of the Services immediately and without notice in the event of any violation of these Terms of Use by such User.

10.3 Refund or Payment upon Termination. Upon any termination for cause by Customer pursuant to Section 10.2, VueOps shall refund to Customer any prepaid, unused fees for Services not received as of the effective date of termination, prorated for the remainder of the then current Subscription Term. In no event shall any termination relieve Customer of the obligation to pay any fees payable to VueOps for the period prior to the effective date of any termination. Neither party shall have any obligation to the other party by reason of the termination or expiration of these Terms of Service in compliance with its terms, and each party hereby agrees not to assert any claim by reason of such termination or expiration of these Terms of Service.

10.4 Surviving Provisions. Notwithstanding the expiration or termination of these Terms of Service for any reason, the provisions of Sections 3, 4.4–4.6, 6, 7.2, 8, 9, 10 and 11 as well any rights and obligations that, by their nature, should survive any such expiration or termination of these Terms of Service, shall survive any such expiration or termination of these Terms of Service.

10.5 Customer Data at Expiration or Termination. Upon any termination of these Terms of Service, VueOps shall continue to store Customer Data for a period of thirty (30) days after termination of access to the Service or the Document Storage System, such that Customer may, upon request to VueOps, retrieve and transfer any Customer Data stored in the Service.

11. General Terms.

11.1 Independent Contractors; Third Party Beneficiaries. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third-party beneficiaries to these Terms of Service.

11.2 Entire Agreement. These Terms of Service, together with any applicable Agreement, represent the entire agreement of the parties hereto, and supersede all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. These Terms of Service may not be modified except by VueOps as provided at the beginning of these Terms of Service or in a writing signed by VueOps.

11.3 Waivers; Remedies. No amendment or waiver of any provision of these Terms of Service shall be effective unless in writing and signed by User and VueOps. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.4 Severability. If any provision of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

11.5 Assignment. These Terms of Service will be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Notwithstanding the above, User may not assign its rights or obligations under these Terms of Service, whether by operation of law or otherwise, without the prior written consent of VueOps. Any assignment in violation of this Section shall be null and void. VueOps may assign these Terms of Service in its entirety, without consent of User, to any party, including to a successor in interest to the business of VueOps, whether by a merger, reorganization, asset sale or similar transaction.

11.6 Free Trial of Services. In the event Customer is provided a free trial of the Services, Customer agrees that by using such Services, it has accepted VueOps’ offer to use the Services. Both Parties agree that the consideration needed to form this Agreement is the Services provided by VueOps. When the free trial period has expired, Customer agrees that it will no longer have access to the Services unless it pays VueOps for its continued use of Services.

11.7 Governing Law; Venue. These Terms of Service will be deemed to have been made in the State of California, and the provisions and conditions of these Terms of Service will be governed by and interpreted in accordance with the laws of the State of California, without regard to conflict of laws principles thereof. THE EXCLUSIVE VENUE FOR ANY DISPUTE RELATING TO THESE TERMS OF USE IS THE STATE AND FEDERAL COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA. USER AND VUEOPS CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Service.

VueOps is a registered trademark of VueOps LLC.

Updated: November 11, 2022