Terms of Use and Privacy Policy

END USER LICENSE AGREEMENT

        By downloading, installing and/or otherwise using the application and/or software known as “InstaBid” (the “Application”), you agree to be bound by the terms of this End User License Agreement and Privacy Policy (the “Agreement”) between you and the Application provider, InstaBid, LLC (the “Company”).  If you do not agree to the terms of the Agreement, you may not download, install and/or otherwise use the Application in any manner whatsoever.  For purposes of this Agreement, “you” shall mean the natural person or entity agreeing to be bound by these terms and their agents, assigns, successors, employees and anyone else acting on their behalf or purporting to act on their behalf.  This Agreement is applicable to all released versions of the Application, including, without limitation, all modifications and/or updates thereto.  Likewise, this Agreement may be amended from time to time in in the sole discretion of the Company.  Company shall provide notice of such amendments and you shall have the opportunity to refuse said amendments by ceasing use of the Application and uninstalling it thereafter.  Continued use and/or failure to uninstall shall constitute assent and agreement to any and all future amendments.

1. “Application” Defined. The term “Application” as used in this agreement shall mean all software, programs, proprietary components, source code, object code and related intellectual property consisting of the application known as “InstaBid” that is licensed under this Agreement, including all related files, documentation, and other materials, whether in whole or in part, including any and all modifications, updates, amendments, derivative works, and copies of the foregoing, regardless of the form or media in or on which they may exist.
2. Payment; Grant of License.

2.1. Payment.  You irrevocably authorize Company to charge your credit card every month at the agreed upon monthly or yearly rate selected during signup, and incorporated herein by reference, for a license to install and use the Application (“Subscription”). Your Subscription to the Application will automatically renew for the same subscription at the same rate as you initially subscribed unless you cancel your Subscription in accordance with Section 5 of this Agreement.

2.2. License.  Subject to the conditions herein and for the period specified in this Agreement, Company hereby grants, and you hereby accept, a nontransferable, non-exclusive, revocable, worldwide, and royalty-free limited license to install and use the Application.

2.3. Trial Period.  Users who take advantage of a free trial period offered by the Company, if any, may only do so once.

3. Use of Application. You agree to use the Application for its intended purpose and not for any unlawful or improper purpose.  You may not, and will not allow or cause any third party to: (i) decompile, reverse engineer, disassemble, attempt to derive any code of, or modify or use the Application to develop functionally similar applications; (ii) copy the Application except as expressly permitted by this Agreement; (iii) sublicense, distribute, export, assign or resell the Application or otherwise transfer any rights herein; (iv) remove any proprietary or intellectual property rights notices or components of the Application; (v) use the Application for any illegal or unlawful purpose or violate any federal, state or local regulation, law or statute of any kind whatsoever by way of the Application; or (vi) otherwise commit any other act or omission relating to use of the Application in any way inconsistent with and/or unauthorized by the terms of this Agreement.  You agree to make every lawful effort necessary to prevent unauthorized third parties from accessing the Application and shall be responsible for any unauthorized use or dissemination of any data held by you in the Application.
4. Consent for Use of Data.  You agree that Company may collect and use technical data and related information including but not limited to technical information about any device, operating system, software and peripherals that is gathered periodically to facilitate the provision of Application updates, product support, fraud prevention, identify theft and/or other services provided to you, if any, related to the Application.  Company may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services and/or technologies to you.  You likewise agree that if you provide any personally identifiable information or data to Company, Company may use such data consistent with its Privacy Policy articulated herein and as updated from time to time within Application provider’s sole discretion.
5. Term and Termination; Cancellation of Subscription.

5.1. The license hereunder is effective until terminated by you or Company. You may stop using the Application at any time. Termination of this Agreement and/or your use of the Application does not relieve you of any obligation to pay outstanding fees.

5.2. Monthly Subscriptions may be cancelled by turning off auto-renewal at any time. Auto-renewal may be turned off by contacting InstaBid Software Contractor Support via phone.

5.3. Yearly Subscriptions may be cancelled by cancelling the Subscription any time prior to the expiration of the 30-day free trial period. A yearly Subscription may be cancelled by contacting InstaBid Software Contractor Support via phone. [Your cancellation of the yearly subscription does not relieve you of any obligation to pay outstanding fees].

5.4. Your rights under this Agreement will terminate automatically without notice from Company if you fail to comply with any terms of this Agreement, uninstall the Application, and/or if Company unilaterally revokes your limited license and/or right to use the Application within its sole discretion.  Upon termination of the limited license granted herein, you shall cease any and all use of the Application and destroy any copies, whether full or partial.

6. NO WARRANTY.  YOU UNDERSTAND AND AGREE THAT THE APPLICATION IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, AND APPLICATION PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. COMPANY ALSO DOES NOT WARRANT AGAINST UNLAWFUL ACTIVITY OR MISUSE BY THIRD PARTIES, WHICH YOU ACKNOWLEDGE ARE TOTALLY AND COMPLETELY OUTSIDE OF ITS CONTROL.
7. Limitation of Liability.

      7.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ANY OF ITS EMPLOYEES, AGENTS, ASSIGNS, SUCCESSORS, AFFILIATED PARTIES OR ANYONE ELSE ACTING ON ITS BEHALF SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, GENERAL, COMPENSATORY AND/OR CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, MONETARY DAMAGES AND/OR PERSONAL INJURIES ARISING FROM OR RELATED TO THE APPLICATION, THE USE OF THE APPLICATION AND/OR THE INSTALLATION OR MAINTENANCE THEREOF, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, ERRORS, CONFIGURATION OR COMPATIBILITY PROBLEMS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER, HANDHELD DEVICE OR COMMUNICATION NETWORKS, OR ANY OTHER PROBLEMS YOU EXPERIENCE DUE TO CAUSES BEYOND COMPANY’S CONTROL.  YOU ACKNOWLEDGE AND UNDERSTAND USE OF THE APPLICATION IS AT YOUR OWN RISK AND YOU TAKE FULL RESPONSBILITY FOR THE SAFETY AND WELL BEING OF YOURSELF AND THIRD PARTIES INCLUDING, WITHOUT LIMITATION, THOSE BENEFITTING OR INTENDED TO BENEFIT IN ANY WAY FROM USE OF THE APPLICATION. IF YOU BECOME DISSATISFIED IN ANY WAY WITH THE APPLICATION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USE OF THE APPLICATION.

      7.2. If any portion of the limitation on liability articulated herein is found to be invalid or unenforceable for any reason, The Company’s aggregate liability in any matter arising out of or related to the use of the Application is limited to US $100.00. This limitation is a fundamental element of the Agreement and reflects a fair allocation of risk. The Application would not be provided without such limitations and you agree that the limitations and exclusions of liability, disclaimers, and exclusive remedies specified herein will survive termination of this Agreement. This limitation will apply even if Company has been advised of the possibility of the liability exceeding the amount.

8. Limitation on Use.  You acknowledge, understand, and agree that the Application is solely a tool used to provide rough estimates in relation to roofing projects, and may contain significant inaccuracies. YOU FURTHER ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE APPLICATION IS NOT A SUBSTITUTE OR REPLACEMENT FOR ANY LICENSE, PROCESS, PROCEDURE, TOOL, RESEARCH, MEASUREMENT, OR ANY OTHER ACT PERFORMED BY A LICENSED CONTRACTOR. You acknowledge, warrant, and agree that you will be solely responsible for any and all damages, loss, or injury resulting from your use of the Application, whether or not said damage, loss, or injury was caused, in whole or in part, by the Application.
9. Inherent Risks.  You acknowledge, understand and agree there is an inherent risk in using computer and/or mobile applications in connection with construction projects. These inherent risks, include, without limitation: inaccuracies in data input, calculation, and output; out-of-date or otherwise incorrect information; loss of data due to software malfunction, hardware malfunction, intentional and/or unintentional deletion, cyber attacks and security breaches; and intentional and unintentional downtime due to bugs, updates, and testing.
10. Indemnity.  You acknowledge and agree that you are personally responsible for your conduct while using the Application and agree to defend, indemnify and hold Company harmless from and against all loss, damage, liability, claim, fees, damages, penalty, judgment or expense of any kind (including, but not limited to attorneys’ fees and expert fees) that it may incur in connection with any third party claim in any way relating to your use of the Application or the use of the Application by anyone on your behalf, purporting to act on your behalf or via any mobile device or operating system under your possession, custody or control.  Your obligations under this provision shall survive termination of this Agreement.
11. Export.  Export laws and regulation of the United States and any other relevant local export laws and regulations apply to this Agreement.  You agree that such export control laws govern your use of the Application and any data, services or products provided thereunder.  You agree to comply with all such export laws and regulations.  You also agree that no data or information provided by way of the Application, and no aspect of the Application (whether in whole or in part) will be exported or re-exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.
12. Intellectual Property Ownership.  Company owns all right, title and interest in and to the Application and related services. Unless expressly granted herein, Company reserves all rights, title, and interest in all intellectual property owned or created by Company, including without limitation, Trademark, Patent, Copyright, and Trade Secret rights. This Agreement is not a sale and does not convey any rights of ownership in or to any Application whatsoever.
13. Amendments. You understand and agree that Company may amend this Agreement from time to time within its sole discretion.  You will be provided reasonable notice of such amendment and may terminate this Agreement any time by ceasing use of the Application and uninstalling it from your relevant device and/or operating system. Any continued use by you shall constitute assent and agreement to any amendment hereto.
14. Upgrades.  You understand and agree that Company may from time to time, within its sole discretion, automatically upgrade the version of the Application on your device or operating system.  You consent to such automatic upgrade and agree that this limited license will apply to all such upgrades (unless an upgrade is accompanied by a different set of terms) as long as you continue to use and fail to uninstall the Application in its current and/or future upgraded form.  Also, from time to time, without prior notice to you, Company may change, expand and/or improve the Application and/or discontinue all or part of the Application.
15. Privacy Policy.  Company’s privacy policy regarding the Application is designed to advise you about how it collects, uses, and protects the personal information you provide. By using the Application, you are accepting the practices described in this privacy policy, which is below and incorporated herein:

                        (a)        Information Collected. Company collects any personal information and data you enter into the Application or that you give to Company in any other way. You can choose not to provide certain information, but you may not be able to take advantage of the Application features.  Be aware that when you use the Application, you disclose certain technical data and information regarding your mobile device and/or operating system.  Company has access to and may record this basic information.

                        (b)       How and When the Information is Used. The information Company collects is used for administering its business activities. Occasionally Company may use the information to notify you about changes to the Application or special offers.

                        (c)        How Company Protects Your Information. The privacy and protection of your information is important to Company. Company does not make any personal information available to third parties without your permission.  Your access to some features within the Application may be password protected.  Company advises that you do not disclose your password to anyone. In addition, Company recommends you sign out of password-protected portions of the Application at the end of your session with the Application and also protect any mobile device or operating system with password protected features.

                        (d)       Who Has Access to the Information. Information about Company’s Application users is important to Company. We will not disclose any individually identifiable information to any third party without first receiving that user’s permission.

                        (e)        Methods Company Uses to Protect Your Information. Company uses security software to protect the confidentiality of your personal information. In addition, Company’s business practices are reviewed periodically for compliance with policies and procedures governing the security and confidentiality of Company information. Company’s business practices limit employee access to confidential information, and limit the use and disclosure of such information to authorized persons.

                        (f)        Children. The Application is not intended for use by children under the age of 18.  Users must be at least 18 years of age to download and/or use the Application.

                        (g)        How You Can Access Your Information. You can request access to all your personally identifiable information by sending an e-mail to information@instabidsoftware.com

                        (h)       Consent. By installing and/or using the Application, you consent to the collection and use of your personal information as described in this Privacy Policy.

                        (i)         Changes to Privacy Policy. If Company’s privacy policy or procedures change, such changes shall be subject to amendment and upgrade provisions of this Agreement.  Your continued use and/or ongoing installation of the Application constitutes assent to such changes, should they occur.

16. Non-waiver. No failure by Company to exercise, and no delay in exercising any right, power, or privilege hereunder on the part of Company shall operate as a waiver of any right, power, or privilege hereunder. Likewise, you further agree that no single or partial exercise of any right, power, or privilege hereunder by Company shall preclude its further exercise.
17. Attorneys’ Fees and Costs. If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, expert fees and costs in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.
18. Severability. If any part of this Agreement is adjudged by any court of competent jurisdiction to be invalid, that judgment shall not affect or nullify the remainder of this Agreement, and the effect shall be confined to the part immediately involved in the controversy adjudged.
19. Governing Law; Venue. This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of California. Any action related to or arising out of a dispute under or in connection with this Agreement or use of the Application shall be venued in Sacramento County, California.
20. Entire Agreement. You acknowledge and agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and that it supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.  Any rights not expressly granted herein are reserved by Company.