Terms and Conditions
The terms of service for Spec Simple ("Terms of Service") are effective immediately upon the Users acceptance of the Terms of Service by clicking the "I ACCEPT" button. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF SPEC SIMPLES ON-LINE SERVICE VIRTUAL LIBRARY. THE TERM "YOU", "YOUR", or "USER" all REFER TO: (1) THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND USERS, OR (2) AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE REGISTRATION INFORMATION PROVIDED TO SPEC SIMPLE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
As part of the Service, Spec Simple will provide User with use of the Service, transmission, access and storage. User's registration for, or use of, the Service shall be deemed to be User's agreement to abide by this Agreement including any materials available on the Spec Simple website incorporated by reference herein, including but not limited to the Acceptable Use Guidelines and Privacy Statement. For reference, a Definitions section is included at the beginning of this Agreement.
Service is defined as:
3. Terms of Service are defined as your agreement to comply with the regulation set forth by Spec Simple that you agree are acceptable and by which you agree to be bound.
4. Content is defined as data, provided by you to Spec Simple that you have inputted into your Virtual Library for which you have been billed and paid.
Permitted Uses and Restrictions on Use
Subject to the terms and conditions of the Terms of Service, Spec Simple, Inc ("Spec Simple") or its subcontractors will provide Spec Simple, a service that, enables You may not use the Service until you have read and accepted all of the Terms of Service by clicking the "I Agree" button. In order to use the Service, you are responsible at your own expense to obtain access to the World Wide Web, either directly or through devices that access web-based content and pay any service fees associated with such access. In addition, you must have a valid email account and provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. You shall not attempt to access any other of Spec Simple systems, programs or data that are not made available for public use. The Service supports users whose principle place of business is within the United States of America and U.S. Territories and Canada.
Your Registration Obligations
In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself, your employee users, and your company as prompted by the Services registration form(s) (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Spec Simple has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Spec Simple may suspend or terminate your Service account and refuse any and all current or future use of the Service (or any portion thereof).
Acceptable Use Policy
You agree to comply with Spec Simple then-current Acceptable Use Policy as posted from time to time. By submitting content ("Content"), to Spec Simple in connection with this Service, you warrant that (i) you are the owner of such Content, or have been granted all the rights necessary from the owner of Content to submit such Content (e.g. product images and specs) to Spec Simple, and (ii) the use of Content by Spec Simple and its service providers will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party. Users agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Service.
Access, Passwords and Security
You may designate the users under your Service account and you may provide and assign logins to such users. You will be responsible for the confidentiality and use of your Service account and logins. You will be responsible for all electronic communications, including account registration and other account holder information, email, project and other data ("Electronic Communications") entered through or under your Service account. Spec Simple will act as though any Electronic Communications it receives under your Service account will have been sent by you. User shall: (i) notify Spec Simple immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Spec Simple immediately and use reasonable efforts to immediately stop any copying or distribution of Content that is known or suspected by Customer or its Users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; (iv) assure that use of the Service by Customer's Users shall at all times conform to the Acceptable Use Guidelines; and (v) not impersonate another Spec Simple user or provide false identity information to gain access to or use the Service.
General Practices Regarding Use, Storage and Service Access
You acknowledge that Spec Simple may establish from time to time general practices and limits concerning use of the Service, including without limitation, establishing the maximum amount of storage space you have on the Service at any time to a maximum of 5 MEGS. The maximum disk storage space provided to Customer at no additional charge is a cumulative of 5 MB per User subscription. If the amount of disk storage required exceeds this limit, Customer will be charged the then-current storage fees. Spec Simple will use reasonable efforts to notify Customer when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Spec Simple to so notify Customer shall not affect Customer's responsibility for such additional storage charges. As a condition of use of this Service, you agree that, in the event of an error with your Service, a Service technician shall be permitted to access your data as necessary to resolve the problem. You acknowledge that Spec Simple reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. Spec Simple will not necessarily continue to store messages, communication, data, Content and/or any other information after your Service expires or is cancelled.
Account Information and Data
All data submitted by Customer to the Service, whether posted by Customer or by third parties, shall remain the sole property of Customer or such third parties, as applicable, unless specifically notified in advance. Customer, not Spec Simple, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data, and Spec Simple shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), Spec Simple will make available to Customer a file of the Customer Data within 30 days of termination notice if Customer so requests by certified mail return receipt requested. Spec Simple reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer's non-payment. Upon termination for cause, Customer's right to access or use Customer Data immediately ceases, and Spec Simple shall have no obligation to maintain or forward any Customer Data.
Consumer Information and Privacy
Modifications to the Service
Spec Simple reserves the right at any time and from time to time to modify or discontinue, temporarily the Service (or any part thereof) at reasonable notice to you. You agree that Spec Simple shall not be liable to you or to any third party for any modification or suspension of the Service. Spec Simple may specify from time to time a version(s) or related product required in order to use the Service (e.g. browser versions).
Modifications to the Terms of Service
Spec Simple reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify Customer by posting an updated version of this Agreement on the Service. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Customer's consent to such changes.
You agree to pay the then-current fees associated with the respective plans of the Service, as appropriate. All fees are exclusive of sales tax or other tax, except as required by law.
Customer will pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total Users requested times the User subscription fee currently in effect. Payments may be made annually, consistent with the Initial Term, at Customer's election. Subscription fees are nonrefundable whether or not User licenses are actively used. Customer must provide Spec Simple with an approved purchase order information as a condition to signing up for the Service and with valid credit card information for monthly maintenance charges. Spec Simple reserves the right to modify or change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by e-mail.
Billing and Renewal
Spec Simple charges and collects in advance for use of the Service. Spec Simple will automatically bill Customer's credit card every month, quarter, year (as elected) for monthly maintenance. Fees for other services will be charged on an as-quoted basis. Spec Simple fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Spec Simple income.
Customer agrees to provide Spec Simple with complete and accurate billing and contact information. This information includes Customer's legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. Customer agrees to update this information within 30 days of any change to it. If the contact information Customer has provided is false or fraudulent, Spec Simple reserves the right to terminate Customer's access to the Service in addition to any other legal remedies.
Maintenance charges will be billed by credit card and will be billed at the start of the billing period. For all other services, billing will be by invoice. Customer's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date.
If Customer believes that the bill is incorrect, Customer must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
In addition to any other rights granted to Spec Simple herein, Spec Simple reserves the right to suspend or terminate this Agreement and Customer's access to the Service if Customer's account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for User licenses during any period of suspension. If Customer or Spec Simple initiate termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that Spec Simple may charge such unpaid fees to Customer's credit card or otherwise bill Customer for such unpaid fees.
Suspension of Service
In the event Customer's account becomes thirty (30) days or more overdue, in addition to and not in lieu of any of its other rights or remedies under this Agreement, Spec Simple reserves the right to suspend the Service provided to Customer. Spec Simple also reserves the right to impose a separate reconnection fee should Customer thereafter again request access to the Service. Customer agrees and acknowledges that Spec Simple has no obligation to retain the Customer Data if the account is more than 30 days overdue, and such Customer Data will be irretrievably deleted if the account is unpaid after 30 days.
Discontinuance of Service
If a Customer voluntarily discontinues the use of Spec Simples Virtual Library, a listing of all Manufacturers entered for your company in Spec Simple are available to User in a tab-delimited format. Listing would consist of: (a) Manufacturer Name, (b) any My Notes information entered by you which could include (1) Representative, (2) Representative Phone, (3) Representative Email, (4) Vendor #, (5) Last Updated, (6) Vendor Freight Terms, (7) up to 4 additional customized fields, (c) Project and Product information, (d) Standards Products. Information added and maintained by Spec Simple (manufacturer and representative contact information and featured product images) will not be included. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), Spec Simple will make available to Customer a file of its Customer Data within 30 days of termination if Customer so requests - by certified mail, return receipt requested - at the time notice of termination is given . Customer agrees and acknowledges that Spec Simple has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
Termination for Cause
Any breach of Customer's payment obligations, Use Guidelines, unauthorized use of the Spec Simple Technology or Service will be deemed a material breach of this Agreement. Spec Simple, in its sole discretion, may terminate Customer's password, account or use of the Service if Customer breaches or otherwise fail to comply with this Agreement. Customer agrees and acknowledges that Spec Simple has no obligation to retain the Customer Data, and will delete such Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
The Service may provide links to other World Wide Web sites or resources. You acknowledge and agree that Spec Simple is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Spec Simple shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource. From time to time, Spec Simple may promote and/or advertise other products and service through the Service
Spec Simple Proprietary Rights
Spec Simple alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Spec Simple Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Spec Simple Technology or Intellectual Property owned by Spec Simple to Customer. The Spec Simple name, the Spec Simple logo, and the Virtual Library product name associated with the Service are trademarks of Spec Simple, and no right or license is granted to use them.
You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. You agree not to reverse engineer the Service, or access the Service in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Service. You shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third-party. You shall not create Internet "links" to the Service or "frame" or "mirror" any Content contained on, or accessible from, the Service on any other server or Internet-based device without written permission of Spec Simple.
License Grants & Restrictions
Spec Simple grants Customer a non-exclusive, non-transferrable worldwide right to use the Service, solely for Customer's own internal business purposes subject to the terms of this Agreement. Subject to the terms of this Agreement, Customer grants to Spec Simple the non-exclusive, worldwide, right to use, copy, store, transmit and display Customer Data solely to the extent necessary to provide the Service as requested by Customer. Customer shall not (i) license, sublicense, copy, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the Spec Simple Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. Spec Simple shall not use the Customer Data for any purpose other than to provide the Service to Customer. All rights not expressly granted to Customer are reserved by Spec Simple and its licensors.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SPEC SIMPLE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b)SPEC SIMPLE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; SPEC SIMPLE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SPEC SIMPLE AND ITS LICENSORS.
(c)ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLEY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d)NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPEC SIMPLE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
Representations and Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Spec Simple represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Spec Simple help documentation under normal use and circumstances. Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service, that Customer's billing information is correct, and that Customer will comply with the Use Guidelines.
Customer shall indemnify and hold Spec Simple, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of the representations and warranties; or (iii) a claim arising from the breach by Customer or Users of this Agreement, provided in any such case that Spec Simple (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases Spec Simple of all liability and such settlement does not affect Spec Simple business or Service); (iii) provides to Customer all available information and assistance; and (iv) has not compromised or settled such claim.
SPEC SIMPLE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SPEC SIMPLE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability
(a)YOU EXPRESSLY UNDERSTAND AND AGREE THAT SPEC SIMPLE AND ITS
SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT. INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SPEC SIMPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA BY HACKERS OR YOUR PERSONEL; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
(b)YOU ALSO AGREE THAT SPEC SIMPLE WILL NOT BE LIABLE FOR ANY (a)
INTERRUPTION OF BUSINESS, (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE (S) YOU ACCESS THROUGH THIS SERVICE; (c) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) EVENTS BEYOND SPEC SIMPLES REASONABLE CONTROL.
(c)IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
THE SERVICE IS NOT OFFERED OR AVAILABLE TO PERSON UNDER THE AGE OF EIGHTEEN (18). Notices to you may be made via either email, regular mail, overnight courier or facsimile at your contact addresses of record for the Service. The Service may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on the Service. If you provide notice to Spec Simple, such notice shall be sent to Spec Simple, Ltd, P0 Box 340, Great Neck, NY 11022. Attn: General Counsel, Legal Dept; Fax. 212.352.1422. The Terms of Service (and the policies linked to them) constitute the entire agreement between you and Spec Simple and governs your use of the Service, superceding any prior agreements between you and Spec Simple (including, but not limited to, any prior versions of the Terms of Service) with respect to their subject matter. Except as otherwise provided herein, the Terms of Service shall be governed by the laws of the State of New York, USA without regard to its conflict of law provisions. Except as otherwise provided in the Terms of Service, you and Spec Simple agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, New York, USA. No joint venture, partnership, employment, or agency relationship exists between Customer and Spec Simple as a result of this agreement or use of the Service. The Terms of Service do not limit any rights that Spec Simple may have under trade secret, copyright, patent, trademark or other laws. The failure of Spec Simple to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Spec Simple in writing. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court shall endeavor to give effect to the parties intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. The Terms of Service will inure to the benefit of Spec Simple and its successor.