Legal Notice & Terms of Service

The following capitalized terms shall have the meanings ascribed to them below:

"Your Content" means, collectively, any files, designs, models, data sets, images, videos, audio documents, or similar material submitted or uploaded to the Services by You, Your Users or other third parties on Your behalf, together with any personal identifiable information ("PII") associated therewith.

"User" means; (i) You (ii) Your authorized users, including but not limited to Your employee(s), the employee(s) of Your affiliated companies and the third-party collaborators to whom You grant permission; and (iii) any other individuals who will be using the Services with Your permission; provided the number and type of User shall be specified in CHECKTOBUILD's written quotation to You.

"Content" or "Our Content" means all of Our content made available by CHECKTOBUILD or for CHECKTOBUILD by third parties for use with the Services including the design rights, data, databases, tools, code, graphics, photographs, pictures, video, logo, interfaces, web-pages, designs, text, images, information, software and other media files, their selection and arrangement, materials and all other intellectual property rights. All of Our Content is owned by Us or are licensed to Us by a third party.

"Subscription Period" means the period during which You have agreed to subscribe to the Services.

"Paid Services" means certain Services subject to payments as specified on the quotation/order form. Free plans, including but not limited to free trials, are not Paid Services.

2.1 Registration

To use the Services, You must register with Us to establish an account ("Registration"). You agree: (i) to provide certain current, complete and accurate information about You ("Registration Data"); and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that You are authorized to provide such Registration Data. You authorize Us to verify Your Registration Data at any time. If any Registration Data that You provide is untrue, inaccurate, incomplete or not current, We retain the right to suspend access to Your Services account pending Your prompt rectification of the Registration Data, and failing such rectification, to terminate Your account and your access to the Services. You are solely responsible for managing Your Registration Data under Your Services account. We will not be responsible or liable for loss or damage of any kind incurred by You as a result of Your failure to safeguard your Registration Data against unauthorized access, use, or disclosure.

2.2 License to Your Content

During the Subscription Period, You grant to Us a limited, non-exclusive, non-sublicensable, non-transferable license to use, copy, store, and display Your Content solely to the extent necessary to provide the Services to You.

2.3 Aggregation

You agree that We may aggregate information provided by or for You under these Terms (other than PII) with information provided by or on behalf of others and use and disclose that information in a sanitized, anonymized format as part of research, improving existing service offerings or creating new service offerings, including, without limitation, benchmarks and comparisons, provided such anonymized information is not an expression that is substantially similar to the information originally provided by You and that You cannot be derived as the source of such information. You shall bear no responsibility for Our use of such anonymized information.

2.4 Modify the Services

We reserve the right to update and modify the Services from time to time, provided such updates and/or modifications will not materially degrade their functionality.

2.5 Access

Subject to these Terms and Our Privacy Policy, you may access and use the Services for Your own internal purposes.

2.6 Authorized Login Protocol

You will be granted authorized login protocols for the Services, and You agree not to use the Services in excess of Your authorized login protocols. You agree not to access, (or attempt to access), the Services by any means other than through the interface We provide, unless You have been specifically allowed to do so in a separate agreement. You agree not to access (or attempt to access) the Services through any automated means (including use of scripts).

2.7 Restriction

You are not authorized to; (i) resell, sublicense, transfer, assign or distribute the site, its Services or Our Content; (ii) modify or make derivative works based upon the Services or the Content; (iii) "frame" or "mirror" its Services or the Content on any other server or Internet-enabled device; or (iv) reverse engineer, decompile, or disassemble the Services or the Content for any purpose.

2.8 Restriction of Creation

Due to geographical licensing restrictions, You must receive Our written permission prior to photographing objects located in the following geographical regions for the following purposes: (1) South Korea and using the Services for the following purposes: to use for (i) residential real estate information platform, (ii) arbitration, mediation, sale, rent, lease or any residential premises-related actions, (iii) the interior design of the residential premises, and (iv) commercial residential accommodation, including hotels, motels, inns and boarding houses, etc.; and (2) United States and using the Services for the following purposes: (i) new and used automotive vehicle sales. We have the right to block Your access to the Services if You use the Services for the foregoing purposes without Our permission. You shall fully and promptly indemnify Us for all financial loss, damages or proceedings resulting from a third party's claim based on Your use of the Services without Our permission.

2.9 Usage Restrictions

You may not, nor allow any third party to, do any of the following: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or its content in any way; (ii) modify or make derivative works based upon the Services or its content; (iii) "frame" or "mirror" any content available through the Services; (iv) reverse engineer the Services or its content; (v) access the Services in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Services; (vi) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or its content.

You may not (i) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of duplicative or unsolicited messages, whether commercial or otherwise; (ii) harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iii) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (iv) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (v) harass or interfere with any other user's use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to the Services.

2.10 Account Information

You are required to furnish us with accurate and complete account information, including billing and payment details, and ensure that this information remains current. It is your responsibility to safeguard the confidentiality of your Registration Data. If you knowingly share your Registration Data with an unauthorized individual, we reserve the right to terminate these Terms for just cause. You also commit to promptly informing us of any unauthorized access or use of your Registration Data. In case we detect a security breach that significantly impacts your access to and use of the Services or your Content, we will promptly notify you.

3.1 Account & Password

To access and use certain features of the Services, You may be required to create an account with Us. When You create an account, You agree to: (a) provide accurate, current, and complete information; (b) maintain and promptly update such information to keep it accurate, current, and complete; (c) maintain the security of Your account and accept all risks of unauthorized access to Your account; and (d) immediately notify Us if You discover or otherwise suspect any security breaches related to the Services.

You agree that the information You provide to Us in connection with Your account and Your use of the Services will be governed by Our Privacy Policy, which is incorporated into these Terms by reference.

3.2 Monitoring Your Access

We retain the prerogative to monitor your utilization of the Services without prior notice to you. Our monitoring activities may include logging or tracking your usage in accordance with the procedures outlined in our Privacy Policy, which can be accessed through the Privacy Policy link on this website's homepage.

3.3 Third-party Content

Certain services or Content provided by third parties may be integrated into our Services. These third parties bear the responsibility for their services or Content and are subject to the relevant third-party license terms.

4.1 Payment

The fees associated with our Services can be found on the pricing page within the Services. Unless stated otherwise in this agreement, all Paid Services require prepayment for the chosen Subscription Period and are non-refundable.

You have the flexibility to settle fees using a credit card through our online platform or any other payment method approved by us. Fees are generally non-refundable unless explicitly stipulated otherwise in these Terms. If, for any reason, we encounter difficulties in processing the full fee amount on your credit card or face chargebacks for previously billed fees, you consent to us pursuing all available remedies to enforce the payment obligation, which may include suspending or terminating your account.

4.2 Pricing Changes

CHECKTOBUILD may change the pricing for the Services from time to time and will communicate any price changes to You in advance and, if applicable, how to accept those changes. Price changes for Paid Services will take effect at the start of the next subscription period following the date of the price change. If You do not agree with the price changes, You have the right to reject the change by unsubscribing from the Paid Services prior to the price change going into effect. Your continued use of the Paid Services after the price change goes into effect constitutes Your agreement to pay the changed amount for the Paid Service.

4.3 Taxes

All amounts payable by You for the Services are exclusive of any sales, use, value-added, withholding, and other taxes and duties. You agree to pay any such taxes (excluding taxes based on CHECKTOBUILD's income), and any related penalties and interest, as well as any other applicable government charges, whether assessed directly against You or CHECKTOBUILD, or indirectly against CHECKTOBUILD, as required by the tax authorities or as CHECKTOBUILD may be required to collect. CHECKTOBUILD may collect geographical location information to determine Your location, which may be used for tax purposes. You may review CHECKTOBUILD's tax compliance documentation upon reasonable advance notice.

4.4 Refunds

Refunds are not provided for any fees or charges, including, but not limited to, partially used periods or unused Paid Services. You may cancel Your Paid Services at any time, but You won't be issued a refund except at Our sole discretion and as required by applicable law.

In the event that we offer you access to alpha or beta versions of certain or all of the Services (referred to as the "Alpha/Beta Services"), please note the following:

i. The Alpha/Beta Services are provided "as is" and come without any warranties.

ii. We hold the right to suspend, restrict, or terminate access to the Alpha/Beta Services at any time, with prior notice to you.

iii. We shall not be held liable for any damages arising from your use of the Alpha/Beta Services. If we communicate additional terms and conditions applicable to your utilization of the Alpha/Beta Services, these terms will also be binding.

iv. We may request that your involvement remains confidential, and we may seek your feedback regarding your experience with the Alpha/Beta Services. You agree that we possess full rights to use and integrate your feedback into our services and products without the need for compensation or attribution to you.

6.1 Ownership

All right, title, and interest in and to the Services and Our Content, including all associated intellectual property rights, remain with Us, and, except as expressly set forth in these Terms, nothing herein shall be construed to convey any right or license under any of CHECKTOBUILD's intellectual property rights.

6.2 Feedback

You may provide Us with feedback concerning the Services, including, without limitation, how to improve the Services. We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas, or other information or materials regarding CHECKTOBUILD or the Services that You provide, whether by email, posting through the Services, or otherwise, and You irrevocably assign to Us all such rights.

6.3 User Content

CHECKTOBUILD claims no ownership over Your Content. You retain copyright and any other rights You already hold in Your Content. By submitting, posting, or displaying Your Content in or through the Services, You give Us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such Content in any and all media or distribution methods now known or later developed (for clarity, these rights include, for example, curating, transforming, and translating).

7.1 Data Security

We take data privacy and security seriously. While We use reasonable efforts to safeguard Your data, no system can be guaranteed to be 100% secure. Consequently, You should always use caution when transmitting or storing Your data. Please refer to Our Privacy Policy for additional information on how We handle and protect Your data.

7.2 Privacy Policy

Your use of the Services is subject to Our Privacy Policy, which can be accessed on Our website. The Privacy Policy describes how We collect, use, and disclose information when You use the Services, including information You provide when You create an account, access or use the Services, and when You contact Us.

7.3 Retention of Personal Data

We will retain your Personal Data for as long as necessary to fulfill the purposes outlined in this Privacy Policy. We will also retain Usage Data for internal analysis, typically for shorter periods, unless it is required for enhancing security or Service functionality or due to legal obligations necessitating longer retention.

7.4 Transfer of Personal Data

Your information, including Personal Data, may be processed at the Company's operating offices or locations of other processing parties. This may entail transferring information to computers outside your state, province, country, or other governmental jurisdiction, where data protection laws may differ from those in your jurisdiction. By agreeing to this Privacy Policy and submitting your information, you consent to such transfers. The Company will take appropriate steps to ensure your data's security and adherence to this Privacy Policy, ensuring adequate controls are in place, including data security and personal information protection, before transferring Personal Data to any organization or country.

7.5 Data Deletion

You have the right to request the deletion of Personal Data collected about you. Our Service may provide the means to delete specific information directly. Alternatively, you can contact us to request access, correction, or deletion of personal information you've provided. Please note that certain information may need to be retained for legal or legitimate reasons.

7.6 Access to Data

Upon reasonable request, We will provide You with access to Your Content and Personal Data in Our possession. CHECKTOBUILD will have no obligation to maintain or provide any of Your Content and Personal Data beyond the duration of Your Subscription Period and the 30 days thereafter.

7.7 Security Breach

In the event of a Security Breach, We shall promptly notify You and shall provide reasonable assistance to You in responding to the Security Breach. In addition, We will investigate and provide You with all reasonably available and relevant information regarding the Security Breach and take reasonable steps to remediate the cause of the Security Breach to the extent it is caused by CHECKTOBUILD. You acknowledge and agree that the Security Breach notification obligation is not an acknowledgment that You are entitled to any remedy, including damages, in the event of a Security Breach.

8.1 Termination by Us

We may suspend or terminate Your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. If We terminate Your subscription for Paid Services without cause, We will refund You on a pro-rata basis for the remainder of Your subscription period. If We terminate Your subscription for cause, Your subscription will terminate immediately, and You will not be entitled to any refund. We will have no liability for any change to Your Content or any harm You suffer as a result of termination of Your Services.

8.2 Termination by You

You may cancel Your account and/or stop using the Services at any time. If You cancel Your account before the end of Your current paid up month, Your cancellation will take effect immediately, and You will not be charged again. There will be no refunds or credits for partial months of service, or for months unused with an open account.

8.3 Effect of Termination

Upon termination of Your account, Your right to use the Services will immediately cease, and We shall have no obligation to maintain or forward any content in Your account. All of Your Content may be permanently deleted by Us upon termination of Your account. If You terminate Your account, We will have no obligation to maintain or forward any content in Your account. We may terminate Your access to all or any part of the Services if We determine, in Our sole discretion, that You have breached these Terms. Termination of Your access to and use of the Services shall not relieve You of any obligations arising or accruing prior to such termination or limit any liability that You otherwise may have to Us or any third party.

8.4 Liability of Termination

Except for Our breach of confidentiality, We will not be liable for any loss or damage which may be incurred by You or any third parties as a result of the termination or deletion of Your account in connection with the use of the Services. Further, You agree that We will not be liable to You or any third-party for any termination by Us of Your account or access to Services as permitted by these Terms.

The term "Confidential Information" encompasses all proprietary, non-public information exchanged by either You or Us (referred to as the "Disclosure") to the other party (referred to as the "Receiver"), whether conveyed orally or in writing. This information is considered confidential when it is explicitly labeled as such by the Disclosure or should reasonably be recognized as confidential by the Receiver, considering the nature of the information and the context in which it is disclosed. Not included in Confidential Information are: (i) information that becomes publicly known without any violation of obligations to the Disclosure, or (ii) information that was already known to the Receiver prior to receiving it from the Disclosure.

9.1 Safeguarding and Disclosure of Confidentiality

The Receiver commits to the following:

i. Safeguarding the confidentiality of the Confidential Information with a level of care equivalent to that applied to its own confidential information of a similar nature, but no less than reasonable care.

ii. Restricting the use of Confidential Information to purposes directly related to these Terms.

iii. Not disclosing Confidential Information to any third party, except for Our third-party service providers.

iv. Limiting access to Confidential Information to employees, contractors, advisors, and agents with a legitimate need to know such information. We shall retain responsibility for ensuring that Our third-party service providers comply with these Terms.

The Receiver acknowledges that a breach of this Section 9.1 and the unauthorized disclosure, reproduction, or use of Confidential Information by itself, its employees, contractors, advisors, agents, and/or third-party service providers could result in irreparable harm to the Disclosure. Monetary damages may be inadequate to compensate the Disclosure for such a breach. Consequently, the Receiver agrees that, in the event of such a breach, the Disclosure is entitled to seek injunctive or other equitable relief from a court with jurisdiction, without the necessity of posting a bond. The Receiving Party will not contest the issuance of an injunction or other equitable relief on the grounds of an adequate legal remedy. This remedy is supplementary to any other remedies available to the parties under these Terms or in accordance with the law.

10.1 No Warranty

UNLESS EXPLICITLY PROVIDED OTHERWISE IN THESE TERMS OR IN SEPARATE WRITTEN AGREEMENTS SIGNED BY BOTH PARTIES, THE SERVICES, CONTENT, AND SOFTWARE ARE PROVIDED ON AN "AS-IS" BASIS. NEITHER WE NOR OUR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING SUCH SOFTWARE, SERVICES, AND/OR CONTENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SOFTWARE, SERVICES, AND/OR CONTENT. WE AND OUR LICENSORS DO NOT GUARANTEE THAT THE SOFTWARE, SERVICES, AND/OR CONTENT WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR COMPATIBLE WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA, OR THAT THEY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. THESE DISCLAIMERS ARE AN INTEGRAL PART OF THESE TERMS. YOU ARE NOT AUTHORIZED TO MAKE ANY PURCHASE OR USE ANY ITEMS OFFERED BY US EXCEPT UNDER THE CONDITIONS OUTLINED IN THESE DISCLAIMERS. IF IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10.2 Assumption of Risk

You assume all risk when using the Services, including but not limited to all of the risks associated with any online or offline interactions with others, including meeting or engaging with other users or accessing and using any third-party content. You agree to take all necessary precautions, including following the recommendations of healthcare professionals, and using personal protective equipment as recommended by health authorities, to protect Yourself and others from illness or injury in connection with Your use of the Services.

10.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CHECKTOBUILD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL CHECKTOBUILD BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHECKTOBUILD ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL CHECKTOBUILD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CHECKTOBUILD HEREUNDER, IN CONNECTION WITH THE SERVICE DURING THE THREE (3) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR FIFTY DOLLARS ($50.00), WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CHECKTOBUILD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

You agree to defend, indemnify, and hold CHECKTOBUILD, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, Your violation of these Terms or any other CHECKTOBUILD policies, including without limitation, the Acceptable Use Policy or Privacy Policy.

If either party becomes aware of a matter giving rise, or likely to give rise, to a claim against it in relation to which it is entitled to be indemnified by the other party under these Terms, it shall: (a) to the extent legally permissible to do so, notify the other party of the claim as soon as practicable and consult with the other party with respect to the claim; (b) provide such assistance as the other party may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the claim or enforce the other party's rights in relation to the matter, and, if the other party requests, allow the other party the exclusive conduct of any related proceedings, and (c) not admit liability, incur any expense, make any offer in compromise in respect of or settle the claim without first obtaining the indemnifying party's written consent, such consent not to be unreasonably withheld or delayed.

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the state of Florida, without regard to its conflict of law principles. Any legal suit, action or proceeding arising out of or relating to these Terms or the Services shall be instituted in the federal courts of the United States or the courts of the state of Florida in each case located in the city of Miami and county of Miami, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

12.2 Dispute Resolution

(a) Informal Resolution. If You have any dispute with Us, You agree that before taking any formal action, You will contact Us at [email protected] and provide a brief, written description of the dispute and Your contact information (including Your username, if Your dispute relates to an account). Except for intellectual property claims, You and We agree to use best efforts through good faith negotiations to settle any dispute, claim, question, or disagreement and engage in informal resolution discussions before initiating any court proceeding.

(b) Arbitration Agreement. If the parties are unable to resolve a dispute through informal resolution within sixty (60) days after the date of Your initial contact, then either party may elect to have the dispute resolved by binding arbitration as set forth in this paragraph. Unless otherwise agreed, any arbitration will take place in Miami County, Florida.

(i) Right to Opt Out of Arbitration. You may opt out of this dispute resolution procedure. If You do so, neither You nor CHECKTOBUILD can require the other to participate in an arbitration proceeding. To opt out, You must notify Us in writing within thirty (30) days of the date that You first became subject to this arbitration procedure. You must use this address to opt out:

CHECKTOBUILD, Inc.
Attn: Arbitration Opt-out
120 NE 27th St Ste 900
Miami, FL 33137

You must include Your name and residence address, the email address You use for Your CHECKTOBUILD account (if any), and a clear statement that You want to opt out of this arbitration agreement.

(ii) Small Claims Court. As an alternative to opting out of the arbitration procedure, any dispute may be resolved in small claims court, if the claim qualifies, in accordance with the Florida Code of Civil Procedure.

(c) Binding Arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in Miami, Florida before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator is bound by the terms of these Terms.

(d) No Class Actions. To the fullest extent permitted by applicable law, You and CHECKTOBUILD each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, We each waive any right to a jury trial.

13.1 Force Majeure

CHECKTOBUILD shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.

13.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

13.3 Assignment

These Terms are not assignable, transferable or sublicensable by You except with CHECKTOBUILD's prior written consent. We may transfer, assign or delegate these Terms and its rights and obligations without consent.

13.4 Entire Agreement

These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

13.5 No Agency

No agency, partnership, joint venture, or employment is created as a result of these Terms and You do not have any authority of any kind to bind CHECKTOBUILD in any respect whatsoever.

13.6 Notices

Except as otherwise stated in Section 11, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to [email protected].

13.7 No Waiver

Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms.

13.8 Headings

The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

13.9 Export Control

You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which You obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Services, You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country, and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical or biological weapons.

13.10 Equitable Remedies

You hereby agree that CHECKTOBUILD would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore You agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.

We may revise these Terms from time to time. The most current version will always be on this page (or such other page as the Services may indicate). If the revision, in our sole discretion, is material, we will notify you via an email to the email address associated with your account or through the Services. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

15.1 Language of Terms

Where We have provided You with a translation of the English language version of these Terms, You agree that the translation is provided for Your convenience only and that the English language version of these Terms will govern Your relationship with us.

15.2 Language Precedence

If there is any contradiction between what the English language version of these Terms says and what a translation says, the English language version shall take precedence.

As used in these Terms, the following terms shall have the following meanings:

"Account" means the account created by you on the Platform to access and use the Services.

"Authorized Users" means individuals authorized by you to access and use the Services under your Account, in accordance with these Terms.

"Client" or "you" means the individual or entity purchasing or using the Services.

"Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party which is non-public and either proprietary or confidential in nature and related to the Disclosing Party's business or activities including, but not limited to, financial, legal, technical, marketing, sales and business information, which is (a) marked as confidential at the time of disclosure; or (b) is unmarked (e.g., disclosed orally or visually) but is identified as confidential at the time of disclosure; or (c) due to the nature of the information or the circumstances of disclosure, would be understood by a reasonable person to be confidential.

"Fees" means the amounts payable for the Services, as set forth in the applicable Service Description and Pricing Page.

"Multi-User Account" means an Account registered for use by more than one Authorized User within the same organization, subject to applicable Fees.

"Our Content" means all software, source code, object code, algorithms, methodologies, templates, formats, user interfaces, designs, documentation, specifications, know-how, processes, techniques, trade secrets, and all other content, materials, technology, and information provided, developed, or made available by CHECKTOBUILD in connection with the Services.

"Platform" means the CHECKTOBUILD online platform, accessible via the Website, through which the Services are purchased, accessed, and used.

"Pricing Page" means the page available at [link], or such other successor URL as may be designated by CHECKTOBUILD from time to time, where the current Fees, payment terms, and usage conditions applicable to the Services are published.

"Service" or "Services" means the processing and analysis of architectural models and/or point cloud files (3D scans) through the CHECKTOBUILD Platform, generating automated verification reports, insights, and related outputs, together with any ancillary functionalities made available on the Platform from time to time, as further described in the applicable Service Description.

"Service Description" means the description of a Service, including its scope, functionalities, limitations, applicable Fees, and any related usage rules, as published on the Website at the time of purchase or redemption.

"Use" means the upload of an architectural model and/or a point cloud file (3D scan), and the processing of such file by our system, in accordance with the applicable Service Description.

"Outputs" means the results or deliverables generated by the Services from a Use.

"Token" means a credit purchased through the Platform that can be redeemed for one or more functionalities of the Services.

"Subscription" means an ongoing paid arrangement for access to specific Services or features, subject to periodic billing.

3.1 Applicable Fees

The applicable Fees for each Service, Use, Token purchase, Subscription, or Multi-User Account are set forth in the Pricing Page in effect at the time of purchase. All Fees are payable in advance at the time of purchase or redemption, except for Subscription Fees or other recurring charges, which will be billed at the start of each billing period. Fees are exclusive of any applicable taxes, levies, or duties (other than CHECKTOBUILD's income taxes), which you are responsible for paying.

3.2 Payment

All payments must be made through the payment methods approved and indicated on the Platform. Fees for Services, Uses, Tokens, or Subscriptions are non-refundable, except as required by applicable law.

3.3 Late Payment

For Subscription Fees or other recurring charges, any overdue amounts will accrue interest from the due date until fully paid, at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower, payable monthly. If any Subscription Fee or recurring charge remains unpaid for more than ten (10) days, CHECKTOBUILD may, without further notice, suspend or downgrade your Subscription or Multi-User Account until all outstanding amounts are paid in full.

At CHECKTOBUILD, we take your privacy and the security of your data seriously. The information you provide to us in connection with your account and use of our Services will be governed by our Privacy Policy. This policy explains how we handle and protect your data and is part of these Terms of Sale. You can review our Privacy Policy here: [link].

Subscriptions will automatically renew on a month-to-month basis unless terminated by you with written notice at least fifteen (15) days prior to the next renewal date. Failure to provide this notice will result in automatic renewal, and you will be responsible for the applicable fees for the following term. Except as otherwise required by applicable laws, fees for Subscription periods already commenced are non-refundable.

If you purchase a Subscription that includes a Multi-User Account, you represent and warrant that each Authorized User will be an employee, officer, or independent contractor engaged by you, and that no Account credentials will be shared or made available to any other person. You are responsible for ensuring that your Authorized Users comply with these Terms, and you remain fully liable for all acts and omissions occurring under your Account.

7.1 Termination by CHECKTOBUILD

Without prejudice to any other rights or remedies, we reserve the right to terminate this Agreement at any time in the event of:

i. your breach of any obligations or warranties under these Terms that are incapable of remedy;

ii. for any breach capable of remedy, failure to remedy the breach within ten (10) days of receiving written notice;

iii. your default on any payment; or

iv. your breach of any other Agreement with CHECKTOBUILD.

7.2 Effect of Termination

Upon termination, your right to use the Services will immediately cease, and we may permanently delete all content in your account without any obligation to maintain or forward it. To the maximum extent permitted by law, we will not be liable for any loss, deletion, modification, or damage to such content, or for any other losses or damages resulting from the termination of your account or access to the Services.

Termination of your access to and use of the Services does not relieve you of any obligations arising or accruing prior to termination nor does it limit any liability you may otherwise have to CHECKTOBUILD or any third party.

To perform the Services either Party may disclose Confidential Information to the other. The party disclosing information is referred to as the "Disclosing Party" and the party receiving information as the "Receiving Party."

The Receiving Party shall maintain the Confidential Information in strict confidence and limit disclosure to its employees, subcontractors, consultants and representatives who have a need to know such information to perform the Agreement. The Receiving Party's obligations to protect the Confidential Information will survive for five (5) years after the termination of this Agreement; provided, however, that obligations with respect to Confidential Information constituting trade secrets shall continue for so long as such Confidential Information remains a trade secret under applicable law.

These confidentiality obligations shall not apply to any information which: (i) was lawfully in Receiving Party's possession before receipt from Disclosing Party; (ii) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (iii) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; or (iv) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party's knowledge, breach of any legal or contractual obligation. In no event shall CHECKTOBUILD's use or disclosure of information relating to the development, improvement or use of any of CHECKTOBUILD's products be subject to any limitation or restriction. If the Receiving Party is confronted with legal action to disclose Confidential Information it shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed. All Confidential Information shall remain the property of the Disclosing Party. All copies of Confidential Information shall be returned to the Disclosing Party promptly upon the Disclosing Party's request or within ten (10) days of the expiration or termination of this Agreement.

9.1 License to Services

All right, title, and interest in and to the Services, the Platform, and Our Content, are and shall remain the exclusive property of CHECKTOBUILD and its licensors.

Subject to your compliance with this Agreement and payment of all applicable Fees, CHECKTOBUILD grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Our Content, during the term of this Agreement, solely for your internal business purposes. Accordingly, you acknowledge and agree that all references to "sell," "buy," "sale," "resale," "purchase," and similar terms on the Website or on other information provided by CHECKTOBUILD pertain to the acquisition or granting of a license only.

This license does not permit you to engage in any of the following: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or its content in any way; (ii) modify or make derivative works based upon the Services or its content; (iii) "frame" or "mirror" any content available through the Services; (iv) reverse engineer the Services or its content; (v) use the Services beyond the scope of your authorized access; (vi) access or attempt to access the Services by any means other than through the interface provided by us, unless explicitly permitted in a separate agreement; (vii) access or attempt to access the Services through any automated means, such as scripts or bots; (viii) access the Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services; (ix) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or its content.

You are encouraged to provide feedback, suggestions, and ideas about the Services. By submitting any feedback, you agree that CHECKTOBUILD exclusively owns all rights to such feedback and is entitled to use it without restriction or compensation to you. You hereby irrevocably assign to CHECKTOBUILD all right, title, and interest in and to the feedback, including all intellectual property rights therein.

9.2 Client Data and Outputs

You retain all ownership rights in and to the data, models, and other content you submit to the Services ("Client Data"). By submitting Client Data, you grant CHECKTOBUILD a non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, and process such Client Data and Outputs as necessary (i) to provide and support the Services to you, or (ii) in anonymized form, for purposes of improving, developing, promoting, and marketing the Services.

The results, reports, or other deliverables generated by the Services from your Client Data ("Outputs") incorporate CHECKTOBUILD's proprietary software, templates, and methodologies and shall remain the intellectual property of CHECKTOBUILD. Subject to these Terms and your full payment of applicable Fees, you are granted a perpetual, worldwide, non-exclusive, non-transferable license to use, reproduce, and display the Outputs solely for your internal business purposes. Nothing in this Agreement shall be construed as transferring to you any ownership rights in the CHECKTOBUILD technology, software, templates, algorithms, or methodologies used to generate the Outputs.

UNLESS EXPLICITLY PROVIDED OTHERWISE IN THESE TERMS OF SALE, THE SERVICES, CONTENT, AND SOFTWARE ARE PROVIDED ON AN "AS-IS" BASIS. WE AND OUR LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, ACCURACY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, UNINTERRUPTED OR ERROR-FREE OPERATION, COMPATIBILITY WITH OTHER SYSTEMS, OR THAT THE SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHECKTOBUILD AND ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR DAMAGE TO GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, CHECKTOBUILD WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM: (i) HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN; (ii) ERRORS, MISTAKES, INACCURACIES, OR OMISSIONS IN ANY CONTENT, INCLUDING ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (vi) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

CHECKTOBUILD'S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO CHECKTOBUILD UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.

You agree to defend, indemnify, and hold CHECKTOBUILD, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from:

(i) your violation of these Terms of Sale or any other agreement you have entered with CHECKTOBUILD;

(ii) your misuse of the Services, Outputs or Our Content;

(iii) any Client Data or claim that the Client Data infringes or misappropriates the intellectual property or other rights of a third party, or violates any applicable law, regulation, or privacy right; and

(iv) any dispute between you and your own customers, users, contractors, or other third parties arising out of or relating to your use of the Services or Outputs.

CHECKTOBUILD shall have the exclusive right to control the defense and settlement of any claim subject to indemnification under this Section. You shall fully cooperate with CHECKTOBUILD, at your expense, in such defense.

13.1 Governing Law

These Terms of Sale shall be governed by and construed in accordance with the laws of the state of Florida, without regard to its conflict of law principles.

13.2 Dispute resolution

Before taking any formal action, if you have a dispute with us, you agree to contact us at [email protected], providing a brief written description of the dispute and your contact information (including your username, if the dispute relates to an account). Both Parties agree to use their best efforts to settle any dispute, claim, question, or disagreement through good faith negotiations and informal resolution discussions before initiating any court proceeding.

If disputes cannot be resolved amicably, any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally settled by arbitration administered by the American Arbitration Association under its commercial arbitration rules. The arbitration will be conducted in Miami-Dade County, Florida, by one arbitrator, and the language of the arbitration shall be English. The arbitrators will adjudicate all disputes in accordance with the laws of the State of Florida. The decision by the arbitrator will be written with findings of fact and shall be final and binding on the parties. The losing party will be responsible for all costs associated with the arbitration proceedings, including but not limited to attorneys' fees, administrative fees, and other expenses incurred.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

Notwithstanding the above, either party may seek preliminary injunctions or other injunctive relief in any court of competent jurisdiction if such action is deemed necessary to avoid irreparable harm without bond other security, or proof of damages.

14.1 Force Majeure

Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.

14.2 Severability

If any part or portion of these Terms of Sale is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Sale will otherwise remain in full force and effect and enforceable.

14.3 Assignment

These Terms of Sale are not assignable, transferable or sublicensable by You except with CHECKTOBUILD's prior written consent. We may transfer, assign or delegate these Terms of Sale and its rights and obligations without consent.

14.4 Independent relationship

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Sale, and you do not have any authority of any kind to bind CHECKTOBUILD in any respect whatsoever. Nothing in these Terms of Sale shall be construed to create such relationships or to authorize either party to act as a legal representative or agent of the other.

14.5 Notices

All notices under these Terms shall be given by email. Notices to CHECKTOBUILD must be sent to [email protected] (or any other address we notify). Notices to Client will be sent to the email linked to the Client's Account, which the Client must keep accurate and up to date.

14.6 No Waiver

No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

14.7 Entire Agreement

This Agreement constitutes the final and integrated agreement between you and us with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous agreements, negotiations, and communications, both written and oral, regarding such subject matter.

2.1 Description of the Services

The details of each Service, including its scope, functionalities, limitations and usage rules, are as set forth in the applicable Service Description in effect at the time of purchase or redemption.

2.2 Contract Formation

When placing an order on our Website, you are offering to purchase the selected Service in accordance with these Terms of Sale, the Service Description and the applicable Pricing Page. We reserve the right to reject or cancel any order if we reasonably believe it involves fraud, unauthorized use, violation of this Agreement, or manifest errors in pricing.

2.3 Changes to Terms, Services, and Pricing

We may update these Terms of Sale, our Services, or the applicable pricing from time to time. If we make material changes, we will notify you at least ten (10) days before such changes take effect and explain how you can accept them. For Subscription Services, price changes will apply at the start of the next renewal term following the effective date of the change. If you do not agree to the updated Terms or pricing, you may cancel your Subscription before the changes take effect. Your continued use of the Services after the changes become effective constitutes your acceptance of them.

2.4 Integration with Terms of Sale

Once a purchase is confirmed, the specific terms associated with the purchase, as outlined in the applicable Service Description and Pricing Page, together with these Terms of Sale, will collectively constitute the "Agreement." In the event of any conflict between these Terms of Sale and the Service Description or the Pricing Page, these Terms of Sale shall prevail.