Terms & Conditions of Subscription Agreement

Effective 1 August 2017

  1. BuiltSpace Technologies Corp (“BTC”) hereby grants the Subscriber a licence to use BTC’s Software as a Service known as BuiltSpace that is located on BTC’s website, www.builtspace.com (the “Software” and the “Website” respectively). The Subscriber’s use of the Software is subject to the Subscriber’s acceptance of the BTC’s Terms of Use and BTC’s Privacy Policy as amended from time to time, both of which are posted on the Website (the “Terms of Use” and the “Privacy Policy” respectively).  If the Subscriber does not accept with the Terms of Use and the Privacy Policy, the Subscriber cannot access the Software or the Website.  If a Subscriber does not comply with the Terms of Use, the Privacy Policy or these Terms & Conditions, the right of the Subscriber to access the Software and the Website will be terminated.
  2. Subscription fees will be detailed in a quotation and are to be paid in advance (collectively the “Subscription Fees”). For per user licences, should additional users be added, then fees will be increased commensurately. To use the Software and the Website, the Subscriber must pay the Subscription Fees and User Fees when due.
  3. The term of this agreement is one year, unless otherwise specified, starting on the Effective Date. The term will automatically extend thereafter on a year by year basis until the agreement is terminated in accordance with this agreement or by operation of law.
  4. In this Subscription Agreement:
    • “Building Data” means the descriptive data in the Platform Data describing a building’s structure, systems, equipment, assets, inspections, service history or costs and any documents associated with the Building that are stored in the Software by the Subscriber, such as service manuals, service records, service checklists;
    • “Platform Data” means the Software, the interactive components of the Website, and any data included in the Software or on the Website and any data generated by the operation of the Software but does not include any Subscriber’s Data. Data created by BTC through the application of the Software to the Subscriber Data or to the Building Data or both is part of the Platform Data;
    • “Subscriber’s Data” means information about the Subscriber’s customers such as name, address, phone number, key personnel names, e-mail addresses, invoices, and payments and data concerning the relationships between the Subscriber and its customers, suppliers, and service providers and stored in the Subscriber’s private named workspace. The Subscriber’s Data will generally be contained in a named workspace in the Software and will be generally named as follows: builtspace.com/sites/SUBSCRIBER’S NAME/; and,
    • “User” means a user of the Software who uses the Software through or by virtue of a Subscriber’s licence to use the Software pursuant to this Agreement.
  5. The Subscriber hereby grants to BTC a perpetual, nonexclusive licence to use the Building Data and the Subscriber Data as needed to operate the Software.
  6. The Building Data may be downloaded or copied by the Subscriber at anytime so long as the Subscriber and its Users are in compliance with this Subscription Agreement or any other agreement between the Subscriber and BTC. The Building Data and Subscriber’s Data may not be downloaded or taken down (removed from the Platform or the Software) by the Subscriber without the prior consent of BTC if the Subscriber or any of the Subscriber’s Users are in breach of this Subscription Agreement or any other agreement between the Subscriber and BTC
  7. The Subscriber acknowledges and agrees that BTC retains all intellectual property including copyright, ownership and other proprietary rights in and to the Software and the Platform Data.
  8. The Subscriber can end BTC’s licence for specific content in the Subscriber’s Data at any time by deleting the Subscriber’s Data from the Subscriber’s named workspace and from the Platform Data or by terminating the Subscriber‘s subscription in accordance with this Agreement and the Terms of Use of the Software.
  9. Any termination of BTC’s licence to use the Subscriber’s Data will not apply to the extent (i) the Subscriber shared the Subscriber’s Data with others while it was posted to the Platform and the others copied or stored it there and (ii) for the reasonable time it takes BTC to remove the Subscriber’s Data from BTC’s backup and the Platform and the Software.
  • The Subscriber acknowledges that it is not technically feasible to delete any Building Data containing the Subscriber’s Data from backups of the Platform Data. As a result, BTC will not be able to remove or delete the Subscriber’s Data from backups of the Platform Data after BTC’s licence to use the Subscriber’s Data ends.
  • BTC shall keep the Subscriber’s Data confidential and use commercially reasonable methods to protect the Subscriber’s Data from unauthorized copying or downloading using the methods described in BTC’s Privacy Policy.
  • BTC will not include specifically identifiable information from the Subscriber’s Data in advertisements for the products and services of others without prior consent from the Subscriber. BTC may, without compensating the Subscriber, post advertisements by others or by BTC near or in the vicinity of a posting of the Building Data or the Subscriber’s Data.
  • BTC can edit and change the formatting of the Building Data or the Subscriber’s Data (such as removing metadata, changing file size, layout or file type).
  • The Subscriber warrants and covenants that it has legal authority, including full legal authority from any holder of trademark, copyright or other intellectual property in the Building Data or the Subscriber’s Data uploaded by the Subscriber to the Software including, without limitation, any images or documents or other media and that nothing in the Building Data or the Subscriber’s Data violates the law or anyone’s intellectual property rights or rights under the contract.
  • A copy of the Building Data will be returned to the Subscriber at the termination of this agreement if requested by the Subscriber and if the Subscriber and the Subscriber’s Users have fulfilled all of their obligations to BTC under this and any other agreement. Delivery of a copy of the Building Data does not affect the licence of the Building Data granted by the Subscriber to BTC in section 5 of this Agreement.
  • The Subscriber may:
    • access the Software as often as specified by the terms of the Subscriber’s subscription except during maintenance of the Software and/or the servers on which it is maintained. Service outages will be scheduled to minimize interruption or impact on the Subscriber;
    • electronically communicate and store the Building Data in the Software without restrictions;
    • display or use the Building Data in any of the Subscriber’s internal software applications, including internal portals, spreadsheets and password-protected websites;
  • BTC will provide the Subscriber with the following software support:
    • Email support regarding operation and use of the Software during the hours of 8:00 AM Pacific to 5:00 PM Pacific; Minimum e-mail response time of one (1) business day; and,
    • Programming to correct any demonstrated errors in the Software so that the Software operates substantially in accordance with its documentation;
  • BTC may change the amount of the Subscription Fee at any time after the first year of the term of this Subscription. Any change will be effective when BTC notifies the Subscriber of the change. If the change increases the Subscription Fee, the Subscriber will have at least 30 days to accept the new Subscription Fee or terminate the Subscriber’s subscription.  New Subscription Fees shall not apply to any pre-paid subscription periods.
  • BTC may terminate the Subscriber’s subscription as follows:
    • immediately and without prior notice if the Subscriber breaches the Terms of Use, the Privacy Policy or these Terms & Conditions;
    • immediately and without prior notice if the Software is used for a purpose contrary to the best interests of BTC or a purpose that BTC considers, in its sole discretion, harmful to the reputation of BTC or harmful to the Software; or,
    • for any other reason by giving the Subscriber 30 days’ prior notice.
  • Upon any early termination of this Agreement by BTC, at the Subscriber’s request and provided the Subscriber is in compliance with this agreement and any other agreement with BTC, BTC will refund to the Subscriber any unused, prorated portion of a pre-paid Subscription Fee.
  • If paying by credit card, the Cardholder agrees to pay the card issuer the agreed to amount pursuant to the Cardholder Agreement.
  • The Subscription Agreement, the Terms of Use, the Privacy Policy and these Terms & Conditions together constitute the entire agreement between the parties relating to the subject matter hereof.
  • Notwithstanding any provision in the Subscription Agreement, the Terms of Use, or the Privacy Policy if there is a conflict between or uncertainty in the interpretation of any provision of the Subscription Agreement, the Terms of Use, the Privacy Policy and these Terms & Conditions, the conflict or uncertainty shall be resolved in the following priority: first, these Terms & Conditions; second, the Privacy Policy; third, the Terms of Use; and, fourth, the Subscription Agreement