Agreement

User Agreement

TERMS OF USE

You must accept these Terms of Use if you wish to use the websites billingsplanroom.com, onlinebidservice.com ,itb.io or onlineplanservice.com (collectively, the “Website”) for any purpose.

These Terms of Use constitute a legally binding agreement between User (“User”, “you”) and Billings Builders Exchange, Inc. (“we”, “us”, or “Licensor”). User’s use of the Website or any services provided on the Website (“Services”) is conditioned on User’s acceptance of these Terms of Use.

If User does not agree to THESE TERMS OF USE OR DOES NOT HAVE AUTHORITY TO SO AGREE, User will not be permitted to use the website AND SERVICES.

User (or User’s duly authorized representative (“User’s Representative”)) will be requested at the end of these Terms of Use to indicate User’s acceptance thereof. By User or User’s Representative clicking on the “ACCEPTED and AGREED” button, User will have accepted and agreed to be bound by these Terms of Use, and User’s Representative will also have confirmed that he or she has authority to agree to be so bound.

Acceptance of General Terms of Use and Amendments or Changes.
User agrees to read, be bound by, and perform all User obligations as set forth in these Terms of Use and any of our applicable policies (“Policies”) including any amendments or changes to these Terms of Use or Policies.

We reserve the right to amend or change these Terms of Use and Policies in our sole discretion, at any time, and without notice. It is User’s responsibility to review these Terms of Use and all applicable Policies from time to time and to comply with any changes. Our Policies may be stated in a separate webpage but are hereby incorporated by reference as if fully stated herein.

How the Website works.
1. We are not responsible for any information submitted or posted by any User.
  
  The Website functions as a conduit that: (i) permits Users (including but not limited to prime contractors, project owners, government agencies, municipalities, project managers, architects or engineers) to post project information and solicit bids directly from contractors, subcontractors, suppliers or manufacturers, and (ii) permits other Users (including but not limited to contractors, subcontractors, suppliers and manufacturers) to submit bids in response to project information posted on the Website.
  
  WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE TRUTH, ACCURACY, COMPLETENESS OR TIMELINESS OF ANY PROJECT INFORMATION, BIDS OR OTHER CONTENT POSTED OR SUBMITTED USING THE WEBSITE.
  
  USER ACKNOWLEDGES AND AGREES THAT THE BEST SOURCE OF INFORMATION FOR ANY PROJECT WILL BE THE ACTUAL PLANS AND SPECIFICATIONS MAINTAINED AT THE OFFICES OF THE PRIME CONTRACTOR, PROJECT OWNER OR OTHER USER WHO POSTED THE PROJECT.
  
  EACH USER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING THE TRUTH, ACCURACY, COMPLETENESS AND TIMELINESS OF ANY PROJECT INFORMATION OR OTHER CONTENT POSTED OR SUBMITTED BY ANY OTHER USER.
  
  EACH USER WHO POSTS OR SUBMITS ANY PROJECT INFORMATION USING THE WEBSITE IS SOLELY RESPONSIBLE FOR:
  
  (i) THE TRUTH, ACCURACY, COMPLETENESS AND TIMELINESS OF ANY CONTENT THE USER POSTS OR SUBMITS;
  
  (ii) VERIFYING THAT ANY OF THE USER’S PROJECT INFORMATION OR OTHER CONTENT THAT MAY APPEAR ON THE WEBSITE IS ACCURATE, COMPLETE AND TIMELY.
  
  WE HAVE NO CONTROL OVER OR RESPONSIBILITY FOR WHETHER A USER MAY DECIDE TO REJECT ANY BID SUBMITTED BY ANY OTHER USER.
  
  As used in these Terms of Use, the term “Content” shall include but not necessarily be limited to project information (including blueprint documents, specifications, addenda and memoranda), any bid submitted in response to any project, and any other text, images, links, icons or data.
2. Website Fees. Users may be charged fees as set forth in the Website, and User agrees to promptly pay any such fees. We reserve the right to change our fees at any time.
3. Release of Liability for Disputes Between Users. To the extent that you may have a dispute with one or more other Users, you fully and forever release and discharge Billings Builders Exchange, Inc. and its successors, assigns, officers, directors, shareholders, agents, employees and attorneys from any and all actions, claims, causes of action, demands, or expenses for damages or injuries, whether asserted or unasserted, known or unknown, foreseen or unforeseen, arising out of or relating in any way to any such dispute. To the maximum extent permitted by applicable law, User expressly waives the protection of any statute or other law that would otherwise limit the coverage of this release to include only those claims which User may know of or suspect to exist at the time of agreeing to this release.
4. Right to Refuse Service. We reserve the right to refuse service to anyone at any time in our sole discretion, including but not limited to disabling or discontinuing access to the Website or any Content. We shall have no responsibility for responding to or resolving any dispute of any nature between two or more Users.
5. Passwords and Security. User’s right to use the Website is personal to User. User may not transfer or make available User’s user name or password to any third party. Any disclosure by User of User’s user name or password may result in termination of these Terms of Use in our sole discretion. We may suggest or require that User change User’s password from time to time, but we assume no obligation to do so.
  
  USER IS SOLELY RESPONSIBLE FOR PERIODICALLY CHANGING USER’S PASSWORD, PROMPTLY LOGGING OFF WEBSITE SESSIONS WHEN CONCLUDED, AND OTHERWISE MAINTAINING THE CONFIDENTIALITY AND SECURITY OF USER’S USER NAME AND PASSWORD.
  
  User agrees to notify us immediately of any unauthorized use of User’s user name or password or any other security breach.
  
  USER AGREES THAT USER IS SOLELY RESPONSIBLE FOR ANY USE OF USER’S NAME OR PASSWORD, WHETHER AUTHORIZED BY USER OR NOT.
License
1. Use.
  1. We hereby grant User a nonexclusive, nontransferable, revocable license to access and use the Website and Services as provided in these Terms of Use.
  2. We hereby grant User a nonexclusive, nontransferable, revocable license to create hyperlinks to the Website, so long as: (i) User does not remove or obscure, by framing or otherwise, any portion of the Website; (ii) any link or linked website does not portray us, the Website or any Services in a way that may be construed as derogatory or misleading; (iii) User does not link to any website that promotes or engages in illegal, unethical or immoral activities; and (iv) User agrees to immediately discontinue any such link upon request.
2. Restrictions.
  1. The licenses set forth above only grant to User the right to use the Website and Services, and User does not acquire any right of ownership or title in them. With the exception of Content provided by you or another User, all right, title and interest in and to the Website, Services and Content, including but not limited to all software; copyrights; the marks “billingsplanroom?”, “Billings Builders Exchange?”, “onlinebidservice?”, “onlineplanservice?”, and any of our other trademarks, service marks, logos or trade dress (collectively the “Marks”); or any other intellectual property rights therein, will at all times remain the property of Billings Builders Exchange, Inc. or its licensor(s) and service providers.
  2. User may not: (a) use, copy, sell, distribute, post, display, transmit, broadcast or disclose the Website, Services or any Content except as expressly permitted by these Terms of Use; (b) modify, reverse engineer, decompile or disassemble any part or all of the Website, Services or Content; (c) create or attempt to create compilations or derivative works based on the Website, Services or Content, in whole or in part; (d) “frame” or “mirror” any part of the Website; (e) use a proxy server; (f) use any Marks or confusingly similar terms as search engine keywords or adwords, in domain names, or in metatags or other code intended to divert or direct any person to any other Internet website; or (g) use any part of the Website, Services or Content to create a competing website or service of any nature.
Website Content.

WE DO NOT ASSUME AND HEREBY DISCLAIM ANY OBLIGATION TO MONITOR ANY CONTENT POSTED, SUBMITTED OR OTHERWISE GENERATED BY YOU OR ANY OTHER USER, OR TO MONITOR ANY USER’S USE OF THE WEBSITE OR SERVICES.

NOTWITHSTANDING THE PRECEDING SENTENCE, WE RESERVE THE RIGHT IN OUR SOLE DISCRETION TO DELETE, DISCONTINUE, BLOCK ACCESS TO, OR MODIFY ANY CONTENT, WHETHER PROVIDED BY YOU OR OTHERWISE, AT ANY TIME AND WITHOUT NOTICE, WITHOUT INCURRING ANY LIABILITY THEREFOR.
User’s Representations and Warranties. User or User’s Representative represents and warrants that:
1. The information provided by User or User’s Representative is true.
2. User or User’s Representative is at least eighteen years of age or older and is otherwise competent to enter into binding contracts under applicable law.
3. User or User’s Representative has authority to bind the User.
4. User, if not an individual, is duly organized and in good standing in any jurisdiction in which User operates.
5. Any Content posted or submitted by User will not (i) defame any person or entity, or (ii) infringe, dilute, misappropriate or violate any third party’s patent, trade secret, copyright, trademark, service mark or trade dress rights, right of privacy or publicity, or any other intellectual property right (collectively, “Intellectual Property Rights”).
Prohibited Uses. User agrees not to post or submit any Content or otherwise use the Website or Services in violation of any applicable law, rule or regulation, or in violation of any person’s rights. By way of example, and without limiting the possible acts or omissions that would be in violation of these Terms of Use, User shall not:
1. Post or submit any project information, bid or other Content that is fraudulent, inaccurate, incomplete or misleading in any way;
2. Attempt to modify, manipulate or otherwise interfere with Content posted or submitted by any other User;
3. Attempt to discover any other User’s bid for any project;
4. Infringe or misappropriate any copyrights, trademarks, or other Intellectual Property Rights of any third party;
5. Impersonate any person or otherwise misrepresent User’s identity or the origin of any Content;
6. Post, list or upload any Content that is pornographic, obscene or immoral;
7. Upload any virus, worm, Trojan horse or other technology manifesting any contaminating or damaging properties, or that otherwise violates anyone’s rights;
8. Use any spider, robot or other automated means to access the Website or Services;
9. Attempt to interfere with the working of the Website or Services, bypass any robot exclusion headers, or impose an unreasonable load on the Website servers;
10. Slander, libel or defame any person;
11. Violate any person’s right to privacy (including disclosure of names, telephone numbers, email addresses or other personally identifiable information), present any person in a false light, or misappropriate any person’s right to publicity or right to control the use of his or her own name or likeness;
12. Harvest or otherwise collect information about any User, including email addresses, without the User’s consent;
13. Harass or threaten any person, be abusive, or be considered stalking;
14. Link directly or indirectly to any materials to which User do not have the right to link; or
15. Involve or promote the use of unsolicited commercial e-mail (“spam”), pyramid schemes, chain letters, or the like.
Submission of Content to the Website.
1. By providing any Content to the Website, User thereby grants Billings Builders Exchange, Inc. a non-exclusive, irrevocable, transferable, fully sublicensable, royalty-free license to use, reproduce, display, perform, exhibit, publish, distribute, transmit, broadcast, modify, create derivative works from, or otherwise use all or part of said Content, or authorize others to do so, in any manner or media or by any means, methods, or technologies now known or hereafter to be known throughout the world in perpetuity. User further waives all rights and releases Billings Builders Exchange, Inc. and its successors, assigns, officers, directors, shareholders, agents, employees and attorneys from any claims, and shall neither sue nor bring any proceeding against any such parties, for trademark infringement, unfair competition, violation of moral rights or “droit moral”, defamation, invasion of right to privacy, publicity or personality, or any similar matter arising out of or relating in any way to the use and exploitation of the Content by Billings Builders Exchange, Inc.
Indemnification.
User is completely responsible for all Content posted or submitted by User, or any of User’s dealings with any other User or third party. User shall indemnify, defend and hold harmless Billings Builders Exchange, Inc. and its directors, employees, agents and licensors against and from any and all lawsuits, claims, expenses (including reasonable attorney fees), settlements, damages, judgments and the like resulting from, arising out of or otherwise related in any way to (i) User’s use of the Website or Services; (ii) any Content provided by User; (iii) any contract entered into with any other User; or (iv) any actual or alleged breach by User of any terms, representations or warranties set forth in these Terms of Use, including but not limited to any violation of a third party’s Intellectual Property Rights.
Disclaimers of Warranties.

WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE WEBSITE, SERVICES, OR CONTENT SUBMITTED BY ANY USER VIA THE WEBSITE.

USER’S ACCESS TO AND USE OF THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

USER ACCEPTS ALL RISKS OF USING THE WEBSITE.

WE AND OUR LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE WEBSITE, SERVICES AND CONTENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND AVAILABILITY.

WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES THAT:

            (i)         ANY CONTENT POSTED, SUBMITTED OR EXCHANGED USING THE WEBSITE OR SERVICES IS TRUTHFUL, ACCURATE, COMPLETE OR TIMELY;

            (ii)        ANY GOODS OR SERVICES OFFERED BY ANY USER WILL MEET ANY OTHER USER’S REQUIREMENTS OR EXPECTATIONS;

            (iii)       THE RESULTS WHICH MAY BE OBTAINED USING THE WEBSITE, SERVICES OR ANY CONTENT WILL BE ACCURATE OR RELIABLE;

            (iv)       THE WEBSITE, SERVICES OR ANY CONTENT WILL BE ERROR-FREE; OR

            (v)        ALL DEFECTS WILL BE CORRECTED.

WE AND OUR LICENSORS DO NOT WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER TECHNOLOGY THAT MANIFESTS CONTAMINATING OR DAMAGING PROPERTIES OR THAT OTHERWISE VIOLATES ANYONE’S RIGHTS.

NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE WEBSITE OR ANY EMPLOYEE OR AGENT OF BILLINGS BUILDERS EXCHANGE, INC., WHETHER ORAL OR WRITTEN, SHALL CREATE A WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND THUS SOME PORTION OF THE LIMITATIONS DESCRIBED ABOVE MAY NOT APPLY TO USER. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Limitation of Remedies and Limitation of Liabilities.

USER’S SOLE AND EXCLUSIVE REMEDY FOR ANY INABILITY TO USE OR ACCESS THE WEBSITE, SERVICES OR CONTENT, DEFECTS IN THE WEBSITE, OR ANY OTHER MATTER ARISING FROM USER’S USE OF THE WEBSITE, SERVICES OR CONTENT SHALL BE TO DISCONTINUE USING THE WEBSITE.

IN NO EVENT SHALL WE OR OUR LICENSORS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS RESULTING FROM BUSINESS DISRUPTION, LOSS OF DATA, LOST PROFITS, LOST GOODWILL, OR DAMAGE TO SYSTEMS OR DATA, WHETHER IN AN ACTION FOR CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE OR OUR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR ANY EXCLUSIVE REMEDY DESCRIBED ELSEWHERE IN THESE TERMS OF USE, OUR ENTIRE LIABILITY AND USER’S ENTIRE REMEDY FOR DAMAGES UNDER THESE TERMS OF USE WILL BE LIMITED IN ANY EVENT TO USER’S DIRECT, ACTUAL DAMAGES, NOT TO EXCEED THE TOTAL FEES ACTUALLY RECEIVED BY US FROM USER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT FROM WHICH SUCH LIABILITY ARISES.

USER ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS A MATERIAL TERM OF THESE TERMS OF USE, THAT THE PRICE OF thE SERVICES PROVIDED HEREUNDER IS PREDICATED ON THE ENFORCEABILITY OF THE FOREGOING LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES, AND THAT THE PRICE WOULD BE SUBSTANTIALLY HIGHER IF WE COULD NOT LIMIT OUR LIABILITY AND DISCLAIM WARRANTIES AS PROVIDED HEREIN.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND THUS SOME PORTION OF THE LIMITATIONS DESCRIBED ABOVE MAY NOT APPLY TO USER. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Term and Termination.
1. These Terms of Use are effective immediately upon User’s acceptance and shall continue until terminated as described in this section.
2. User may terminate User’s participation in the Website on ten (10) days notice by email to bbx@billingsplanroom.com.
3. We may suspend or terminate these Terms of Use and User’s access to the Website or Services on ten (10) days notice by email to User for any reason in our sole discretion. In addition, we may suspend or terminate these Terms of Use and User’s access to the Website or Services immediately if:
  1. User breaches these Terms of Use and fails to cure such breach within ten (10) days after receipt of notice;
  2. User’s business is terminated or suspended for any reason; or
  3. User becomes subject to any federal or state bankruptcy or insolvency proceedings.
4. Upon termination, User will make no further use of the Website or Services.
5. Termination will not limit a party from pursuing any other remedies available to it. All rights and obligations that should by their nature survive will survive any termination of these Terms of Use, including but not limited to the terms of Sections 1 (Acceptance/Amendments), 2 (How the Website Works), 3 (License), 7 (Submission of Content), 8 (Indemnification), 9 (Disclaimers of Warranties) and 10 (Limitation of Remedies/Limitation of Liability).
Notification of Copyright Infringement.
It is our policy to fully comply with the Digital Millennium Copyright Act (the “DMCA”) and applicable regulations. Although we assume no obligation to police the Website for the presence of materials that may be infringing or are otherwise inappropriate, we reserve the right in our sole discretion to remove or disable access to any content, and we will terminate the account of a repeat infringer in appropriate circumstances. A copyright owner or representative thereof may report alleged copyright infringement by sending a notice that complies with the DMCA to our designated agent to receive notification of claimed infringement (the “Designated Agent”) at the following address:

Rights Agent
Billings Builders Exchange, Inc.
2050 Broadwater Avenue
Billings, MT 59102
Telephone: 406-652-1311
Fax: 406-652-1391
bbx@billingsplanroom.com

We reserve the right to change our Designated Agent without prior notice, subject to the applicable requirements of the DMCA and any applicable regulations.

All notices of alleged copyright infringement should include substantially the following:

A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
A description of the material that the copyright owner claims to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
Information reasonably sufficient to permit us to contact the copyright owner (or representative thereof), such as an address, telephone number, and, if available, an electronic mail address.
A statement that the copyright owner (or representative thereof) has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, the owner’s agent, or by law.
A statement, signed by physical or electronic signature, that the information in the notification is accurate, and, under penalty of perjury, that the copyright owner is, or the representative thereof is authorized to act on behalf of, the owner of an exclusive right that is allegedly infringed.

Our Designated Agent may request additional information from (or representative thereof).

PURSUANT TO THE DMCA, 17 U.S.C. § 512(f), ANY PERSON WHO KNOWINGLY MAKES A MATERIAL MISREPRESENTATION THAT MATERIAL IS INFRINGING, OR THAT MATERIAL WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION, MAY BE LIABLE FOR ANY DAMAGES, INCLUDING COSTS AND ATTORNEYS’ FEES, INCURRED BY A SERVICE PROVIDER WHO IS INJURED BY SUCH MISREPRESENTATION, OR BY THE COPYRIGHT OWNER OR LICENSEE, AS THE RESULT OF THE SERVICE PROVIDER RELYING UPON SUCH MISREPRESENTATION IN REMOVING OR DISABLING ACCESS TO SUCH MATERIAL, OR IN REPLACING OR CEASING TO DISABLE ACCESS TO THE MATERIAL.
For a full description of the rights under the DMCA and the procedures that must be followed, please see the full text of the DMCA, which may be found at www.copyright.gov. Nothing in these policies and terms of use is intended to supplant the requirements of the DMCA. In the event of any conflict between any provision of these policies and terms of use and the DMCA, the applicable provision of the DMCA shall control.

General.
1. Complete Agreement. These Terms of Use (including all applicable Policies) are the complete and exclusive agreement between the parties and supersede any previous or contemporaneous agreements, proposals and communications with respect to this subject matter. No course or dealing between the parties or usage of trade shall be relevant to supplement or explain these Terms of Use. In the event that there is a conflict between any provision of these Terms of Use and any Policy, the provision in the applicable Policy shall control. In the event that there is a conflict between the provisions of any two Policies, the provision in the Policy that was amended most recently shall control.
2. No Agency, Partnership or Joint Venture. Nothing contained in these Terms of Use shall be construed to create a franchise, agency, partnership, joint venture or other business entity or arrangement between User and us. Nothing expressed or implied in these Terms of Use is intended, or shall be construed, to confer upon or give any person, firm or corporation other than User and us, and their permitted successors or assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms of Use, or to result in such person, firm or corporation being deemed a third party beneficiary of these Terms of Use.
3. No Assignment. No right or license under these Terms of Use may be assigned or transferred by User nor may any duty be delegated by User without our prior written consent. Any assignment, transfer or delegation in contradiction of this provision shall be null and void. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the successors and permitted assigns of User and us.
4. No Waiver. Waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right.
5. Reformation; Severance. If any provision herein shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect.
6. Choice of Law; Venue. These Terms of Use shall be governed by Montana law excluding its conflicts of laws principles. Exclusive venue for any action between the parties shall be in Yellowstone County, State of Montana (state court jurisdiction) or District of Montana, Billings Division (federal court jurisdiction).
7. Limitation Period for Claims. To the maximum extent permitted by law, any claim or cause of action against us resulting from, arising out of or otherwise relating in any way to the use of the Website or Services must be filed within one (1) year after such claim or cause of action arises or accrues, or be forever barred.

[PLEASE INDICATE USER’S ACCEPTANCE OF AND AGREEMENT TO THESE TERMS OF USE BY CLICKING ON THE CHECKBOX BELOW.]