End User License Agreement
Last Revised on 14 May 2020
PLEASE READ CAREFULLY BEFORE USING THIS SITE AND SOFTWARE
Welcome to https://www.roofsnap.com (“Site”). The Site is owned and provided by RoofSnap, LLC, a Georgia limited liability company (“RoofSnap”). RoofSnap offers certain roofing software and resources (the “Software”). The Site and Software are collectively referred to as the “Platform”.
1. Acceptance. Your use of the Platform is governed by this End User License Agreement (“Agreement”). Your use of the Site creates a binding legal agreement between you and RoofSnap. By: (i) clicking “you agree to our End User License Agreement”; (ii) indicating acceptance electronically; (iii) downloading, installing, accessing, or using the Software; (iv) or otherwise accessing the Platform, you agree to the terms of this Agreement. If you do not agree to this Agreement, then your sole remedy is to cease using the Platform.
2. Changes. RoofSnap reserves the right to change this Agreement from time to time without notice. You acknowledge and agree that it is your responsibility to review this Agreement periodically to familiarize yourself with any modifications. Your continued use of the Platform after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.
3. License Grant and Limitations.
(a) License. You agree that the Software is licensed, not sold. All intellectual property rights in the Platform, including all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, and artwork (collectively, “Site Content”), including the design, structure, selection, coordination, expression, “look and feel”, and arrangement of such Site Content, are owned by RoofSnap and are protected by law. This includes but is not limited to United States copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. You are only granted certain limited rights to access and use the Platform, and RoofSnap reserves all other rights in the Platform not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement and any other agreements that apply to your use of the Platform, RoofSnap grants you a limited, nonexclusive, nontransferable, revocable license to use the Platform only for the period agreed upon, as set forth in writing and in your agreements with RoofSnap, and only for the purposes described by RoofSnap for the Platform. Unless otherwise expressly permitted, no part of the Platform and no Site Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way, including mirroring, to any other computer, server, website, or other medium.
(b) Limitations. You shall not, and shall not permit any other Person to, access or use the Platform except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this Agreement expressly permits:
(1) copy, modify, or create derivative works or improvements of the Software;
(2) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
(3) reverse-engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
(4) bypass or breach any security device or protection used by the Software or access or use the Software other than by the use of your authorized means;
(5) input, upload, transmit, or otherwise provide to or through the Software, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
(6) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Software or RoofSnap Systems;
(7) remove, delete, alter, or obscure any documentation, warranties or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights from the Software;
(8) access or use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party or that violates any applicable Law;
(9) access or use the Software for purposes of competitive analysis of the Software or for the development, provision, or use of a competing software service or product or any other purpose that is to RoofSnap’s detriment or commercial disadvantage; or
(10) resell any measurements, reports, or other data generated through the use of the Platform, either directly or indirectly as part of another service.
4. Accounts; Security. Access to or use of certain portions and features of the Platform may require you to create an account (“Account”). You state that all information provided by you is current, accurate, complete, and not misleading. You further state that you will maintain and update all information provided by you to ensure accuracy on a prompt, timely basis. You are entirely responsible for maintaining the confidentiality and security of your account, including your password. Accounts are not transferrable. You agree to promptly notify RoofSnap if you become aware or suspect any unauthorized use of your account, including any unauthorized access or attempted access. You are responsible for all activities that occur under your account(s). Further, the primary account holder is responsible for all charges made by additional users added to the account, including but not limited to SketchOS orders and high resolution images purchased by additional users. An user license is required for each Person utilizing any measurements, reports, or other data generated through the use of the Platform. Any sharing of such data to reduce the number of licenses required or sharing account information in any way is strictly prohibited.
5. Trial Version.
(a) Functionality. If you are using the Platform on a trial basis, RoofSnap: (i) may offer certain features and functionality on a limited or restricted basis; and (ii) may terminate your trial at any time. If your trial is terminated or expiries, you understand and agree that your data and content, if any, may no longer be available to you. For clarity, if you decide not to purchase a full version of the Software, you may not be able to access or retrieve any of your data or content that you added or created during the trial period.
(b) Accounts. Trial accounts are limited to one per company. An unlimited number of users can be added to the account during the trial period. RoofSnap reserves the right to cancel any duplicate trial accounts without notice.
(c) Billing. In order to verify your identity and avoid interruptions in service, RoofSnap may require a credit card before creating a trial account. You may change your billing information or cancel your account at any time before the end of your trial period. If you do not cancel before the end of your trial period, your subscription will begin automatically and your credit card will be billed $99/month for each active user in your account. Since RoofSnap services can be accessed immediately after payment, no refunds will be allowed in any way.
(d) Registration. Depending on your trial account, you may be asked to input certain registration-related information. You state that all such information is accurate.
(a) Generally. Subject to and conditioned on your compliance with the terms and conditions of this Agreement, RoofSnap shall use commercially reasonable efforts to provide you access to the Software, except for:
(1) Scheduled Downtime in accordance with section 6(b);
(2) Service downtime or degradation due to a Force Majeure Event;
(3) any other circumstances beyond RoofSnap’s reasonable control, including your misuse of the Platform or use of the Platform other than in compliance with the express terms of this Agreement; and
(4) any suspension or termination of your access to or use of the Platform as permitted by this Agreement.
(b) Scheduled Downtime. RoofSnap will use commercially reasonable efforts to schedule downtime for routine maintenance of the Platform (“Scheduled Downtime”).
(c) Suspension or Termination of Service. RoofSnap may, directly or indirectly, and by use of a Disabling Device or any other lawful means, suspend, terminate, or otherwise deny your or any other Person’s access to or use of all or any part of the Platform, without incurring any resulting obligation or liability, if: (i) RoofSnap receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires RoofSnap to do so; or (ii) RoofSnap believes, in its good faith and reasonable discretion, that: (x) you have failed to comply with any material term of this Agreement or accessed or used the Platform beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (y) you are, have been, or are likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the use of the Platform; or (z) this Agreement expires or is terminated. This subsection does not limit any of RoofSnap’s other rights or remedies, whether at law, in equity, or under this Agreement.
7. Scrapping and Interference. Monitoring or crawling of the Platform in any form is strictly prohibited. You will not use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic devices, programs, algorithms, or methodologies, or any similar or equivalent manual process to (i) access, acquire, copy, or monitor any portion of the Platform; (ii) reproduce or circumvent the navigational structure or presentation of the Platform; or (iii) obtain or attempt to obtain any materials, documents, or information through any means not purposefully made available through the Platform. You will not probe, scan, or test the vulnerability of the Platform or any network connected to the Platform. You will not reverse look-up or seek to trace any information on any other user of or visitor to the Platform.
8. User Content.
(a) Communications. RoofSnap may provide various open communication tools on the Platform, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, and various social media services. You understand that generally RoofSnap does not pre-screen or monitor the content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to the Platform, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools, you agree that you will not upload, post, share, or otherwise distribute any content that:
(1) is illegal, threatening, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
(2) promotes any sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; or
(3) impersonates any Person, including any RoofSnap employees or representatives.
(b) Unsolicited Spam and Advertising. You will not use the Platform or any of its communication and messaging features to send or generate unsolicited commercial email or bulk messages (spam). Other than as approved by RoofSnap, you will not use the Platform to promote products or services, or otherwise post or upload any type of advertising.
(c) Removal of Content. RoofSnap, in its sole discretion, may remove any content that, RoofSnap feels does not comply with this Agreement. RoofSnap is not responsible for any delay or failure in removing such content.
(d) Rights. You represent and state to RoofSnap that you own or otherwise have or will have the necessary rights and consents in and relating to your data and content so that you do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or other rights of any third party or violate any applicable Law. By posting or submitting content or materials to the Platform, including any feedback, suggestions, or ideas, you are granting RoofSnap a non-exclusive, royalty-free, perpetual, transferable, sublicensable, and worldwide license to use such content or materials, including, without limitation, the right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, publish, reformat, and to otherwise incorporate such content and materials into a collective work. You further waive any and all moral rights in and to such content in favor of RoofSnap.
9. Data. You have and will retain sole responsibility for: (i) all your data; (ii) all information, instructions, and materials provided by or on behalf of you in connection with the use of the Platform; and (iii) your Customer Systems. You expressly agree that: (x) the Software is programmed to perform routine data backups from time to time; however, the use of the Software does not replace the need for you to maintain regular data backups or redundant data archives; and (y) ROOFSNAP HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.
(a) AS IS. YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROOFSNAP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE PLATFORM IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE PLATFORM. ROOFSNAP DOES NOT WARRANT THAT THE PLATFORM IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION.
(b) COMPLIANCE. ROOFSNAP DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PLATFORM WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
11. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF ROOFSNAP FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE USE OF THE PLATFORM DURING THE SIX (6) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, ROOFSNAP IS NOT LIABLE FOR ANY OF THE FOLLOWING: (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (ii) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET ROOFSNAP SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF ROOFSNAP AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.
Further, you agree to indemnify and hold RoofSnap harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Platform or breach of this Agreement (collectively referred to as “Claims“). RoofSnap reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by RoofSnap in the defense of any Claims.
All fees due in connection with the RoofSnap Platform are non-refundable, whether such fees are set-up fees, individual product or service fees, monthly subscription fees, or other fees. Monthly subscription fees, individual product or service fees, custom programming fees, and all other fees owed by You to RoofSnap will be automatically charged to any credit card or other payment account for which You have provided RoofSnap applicable account information and You hereby authorize RoofSnap to process all such charges.
All fees and other amounts payable by You to RoofSnap are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You, other than any taxes imposed on RoofSnap’s income.
For any fees due that are not paid within five (5) days of the due date RoofSnap reserves the right to accrue interest daily on the unpaid balance at the monthly rate of the lesser of one and a half percent (1.50%) and the highest rate permissible by law, until paid in full. You agree to reimburse RoofSnap for all reasonable costs incurred by RoofSnap in collecting any late payments or interest, including reasonable attorney fees, court costs, and collection agency fees;
In the event You fail to pay any sum when it is due, RoofSnap reserves the right to disable the username(s) and password(s) for Your account, to suspend performance of services, to cancel Your account, and to pursue other collection or legal remedies. Such account suspension or termination will not incur any obligation or liability by RoofSnap to You or to any other Person.
In the event You wish to contest or dispute payment to, or collection by, RoofSnap of any sums in connection with the Platform, You must provide written notice of such contest or dispute to RoofSnap within sixty (60) days of the date on which any such sum becomes due.
13. Termination. RoofSnap reserves the right, without notice to you, to change, modify, suspend, discontinue, or permanently terminate (i) your access to, or portions of, the Platform; or (ii) operation of the Platform. Upon termination you must immediately stop using the Platform and any outstanding payments will become due. Any termination of this Agreement will not affect RoofSnap’s rights to any payments due to it. Upon suspension or termination, RoofSnap reserves the right to remove or delete any information that you may have on file with RoofSnap, including any account or login information.
14. No Refunds. Due to the immediate-access nature of the services found in the Platform, RoofSnap does not process any refunds of any type once your credit card has been billed for a particular billing period.
15. Force Majeure. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any payment obligation), when and to the extent such failure or delay is caused by a Force Majeure Event. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.
17. No Legal Advice. You acknowledge and state that neither RoofSnap nor the Platform renders legal advice or offers legal assistance. Accordingly, no statements or representations by RoofSnap or features of the Platform should be construed to be legal advice. You agree to always consult with your own attorney regarding any legal questions or contract issues.
(a) Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
(b) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between this Agreement and any other document(s), the terms of this Agreement shall control.
(c) Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without RoofSnap’s prior written consent. No delegation or other transfer will relieve you of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Agreement is void. RoofSnap may assign its rights and obligations under this Agreement to any Person that, through purchase, consolidation, merger, or other business transaction, acquires all or substantially all of the assets or equity of RoofSnap. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(d) No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
(e) No Waiver. No waiver by any party… of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(f) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(g) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Columbus and County of Franklin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. THE PARTIES EXPRESSLY DISCLAIM AND EXCLUDE THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
(h) Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of any of your obligations would cause RoofSnap irreparable harm for which monetary damages would not be an adequate remedy and you agree that, in the event of such breach or threatened breach, RoofSnap will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
(i) Export Restrictions. You acknowledge and agree that the Software, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software in violation of these laws and regulations, directly or indirectly.
19. Definitions. As used in this Agreement, the following defined terms have the following meanings:
“Customer Systems” means your information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third-party services.
“Disabling Device” means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by RoofSnap or its designee to disable your access to or use of the Platform automatically with the passage of time or under the positive control of RoofSnap
“Force Majeure Event” means any circumstances beyond a party’s reasonable control, including acts of God, flood, fire, earthquake, or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes, or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export, or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government, or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
“RoofSnap Systems” means the information technology infrastructure used by or on behalf of RoofSnap in offering the Software, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by RoofSnap or through the use of third-party services.
20. Contact Information. If you have any questions or comments about this Agreement, please contact RoofSnap by the means below. Any notices required under this Agreement must be in writing and sent both via mail (United States Postal Services, FedEx, or UPS) and via email.
3601 Walnut St, Suite 400, Denver, CO 80205
+1 877 ROOFSNAP (766-3762)
Email Us: firstname.lastname@example.org