This User Agreement (“Agreement”) is a contract between you and Sherpa Unlimited, LLC, doing business as Construction Vault (“Construction Vault”) and applies to your use of the Construction Vault Services and its website (the “Website”). You must read, agree with, and accept all of the terms and conditions contained in this Agreement prior to your use of this Website. We may amend this Agreement at any time by posting a revised version on our website. This is an important document which you must consider carefully when choosing whether to use the Construction Vault Services.
1.1 Payment Service Provider. Construction Vault helps you make payments to Contractors and helps Contractors receive such payments from Consumers. Specifically, Construction Vault processes commercial transactions between Consumers and Contractors, including payment processing consisting of card, ACH and check payments, and payment reporting. Construction Vault is an independent contractor for all purposes, and is not your partner, agent, employee, or trustee, nor is it a partner, agent, employee, or trustee of any Contractor. Construction Vault does not have control of, or liability for, the products or services that are paid for with the Construction Vault Services. We do not guarantee the identity of or any work done by any Contractor or that a Contractor will complete a transaction.
By using Construction Vault’s Services, you also agree to be bound by Balanced’s Seller Terms: https://www.balancedpayments.com/terms/selleragreement
1.4 Intellectual Property. “ConstructionVault.com”, “Construction Vault”, and all logos related to the Construction Vault Services are the property of Construction Vault. You may not copy, imitate or use them without Construction Vault’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks and/or trade dress of Construction Vault. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by Construction Vault through our Contractor services, auction tools features or affiliate programs without prior written consent for the purpose of directing web traffic to the Construction Vault Services. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to Construction Vault or the Construction Vault Services or display them in any manner that implies Construction Vault’s sponsorship or endorsement. All right, title and interest in and to the Construction Vault website, any content thereon, the Construction Vault Services, the technology related to the Construction Vault Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Construction Vault and its licensors.
1.5 Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Construction Vault’s prior written consent. Construction Vault reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
1.6 Password Security and Current Contact. You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Construction Vault Services. You are responsible for keeping your mailing address and email address up to date in your Account Profile.
1.7 Notices. You agree that Construction Vault may provide you Communications about your Account and the Construction Vault Services electronically. Any electronic Communications will be considered to be received by you within 24 hours after the time we post it to our website or email it to you. Any Communications sent to you by postal mail will be considered to be received by you 3 Business Days after we send it. It is your responsibility to ensure Construction Vault as your current contact information for providing such notices.
Any and all notice to Construction Vault must be sent by postal mail to: Sherpa Unlimited, LLC, 728 None Such Street, Helena, Montana 59601.
1.8 Account Statement. You have the right to receive an Account statement. You may view your Account statement by logging into your Account.
2.1 Authorization. By entering your payment information and selling through Contractor Vault you authorize Balanced to credit your bank account for sales made and debit your bank account for any necessary adjustments.
You further authorize Balanced to hold, receive, and disburse funds according to payment instructions as provided to Balanced by us on your behalf.
2.2 Funds Held for the Benefit of Contractor. All Consumer funds paid through Contractor Vault are sent directly to Balanced and are received on behalf of Contractor Vault or Contractor Vault’s Contractors which will be aggregated and held with funds belonging to other users in one or more For Benefit Of (FBO) accounts at Wells Fargo Bank, N.A. (or such successor bank as Balanced may determine) on Contractor Vault’s or Contractor’s behalf and for the benefit of Contractor Vault’s Contractors (“Contractor Account”). Balanced maintains a ledger that properly delineates the Contractor for whom the funds are earmarked.
Balanced has sole discretion over the establishment and maintenance of any Contractor Account. Balanced will hold such funds separate from Balanced’s corporate funds and will not use said funds for our corporate purposes, will not make these funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to seize said funds. Neither you nor Contractor Vault will receive interest or any other earnings on funds in Pooled Accounts.
You irrevocably assign to Balanced all rights and legal interests to any interest or other earnings that accrue or are attributable to any of your funds in a Pooled Account.
3.1 Profiles. Construction Vault may provide a Contractor with information or a profile on the Website. Construction Vault does not review or verify the information or representations set forth by the Contractor, as they are self-reported by the Contractor. Although Construction Vault may take certain steps to examine the credentials of a Contractor, Construction Vault makes no guarantees, promises, warranties or representations of any kind regarding the skills or representations of such Contractor if you elect to retain their services.
3.2 Licensing. Contractors may post licensing information on the Website. Different jurisdictions may require state and local (county or municipal) level licensing for certain services, work, and project amounts. Consumers are responsible for determining which licenses, if any, are required for their requested services and whether the Contractor is properly licensed. Before you proceed with a project, you should confirm all licensing requirements with your state and local authorities and your selected Contractor. Construction Vault always recommends that you ask the Contractor to provide you with a copy of their license(s).
3.3 Insurance and Bonding. Contractor may post information and documents concerning insurance policies and bonds covering their operations. Construction Vault does not verify this information. Before you proceed with a project, you should confirm the Contractor’s existing insurance coverage and limits.
3.4 Relationship between Construction Vault and Contractor. Construction Vault and Contractor are separate entities and the employee of one of those entities is not an employee of another entity. Construction Vault is not an agent of Contractor and the Contractor is not an agent of Construction Vault. In no event will Construction Vault be considered a general contractor, construction manager, project manager, joint employer, joint venturer, or partner of Contractor or any of its affiliates or their respective personnel.
3.5 Consumer Verification. You should verify that the information presented to you by the Contractor, including the information on the Website, is accurate. Construction Vault does not verify any information or documents provided by Contractor and expressly disclaims any guarantees or warranties concerning such information. CONSUMERS SHOULD CONDUCT THEIR OWN INVESTIGATION OF CONTRACTOR, TO INVESTIGATE AND TO DETERMINE, AMONG OTHER THINGS, WHETHER CONTRACTORS ARE APPROPRIATELY LICENSED FOR THE REQUESTED SERVICES, FREE OF SIGNIFICANT STATE-LEVEL CIVIL LEGAL JUDGMENTS, AND CARRY APPROPRIATE INSURANCE OR BONDING AT APPROPRIATE LIMITS. CONSTRUCTION VAULT DOES NOT REPRESENT OR WARRANT THE INFORMATION RECEIVED BY CONSUMER FROM STATE, PROVINCIAL OR OTHER GOVERNMENT AGENCIES OR FROM THIRD PARTY SOURCES IS ACCURATE, ERROR FREE, OR UP TO DATE OR UPDATED AT THE TIME THAT CONSUMER CHECKS SUCH INFORMATION. MOST AGENCIES HAVE PERIODIC UPDATE CYCLES OR SCHEDULES AND THIS INFORMATION IS NOT UPDATED ON A REAL-TIME BASIS BY SUCH AGENCIES AND THIRD PARTY SOURCES.
3.6 No Warranty or Endorsement of Contractor Services. Construction Vault does not endorse or recommend the services of any particular Contractor. The decision to enter into an agreement for work belongs entirely to the Consumer. Construction Vault does not warrant the Contractor’s performance on the job OR THE QUALITY OF GOODS, MATERIALS, EQUIPMENT OR SERVICES FURNISHED BY CONTRACTOR. Construction Vault does not CONTRACT FOR OR perform, and is not responsible for, any of the services requested by the Consumer. You expressly acknowledge and agree that your use of the Website is at your sole risk. CONSTRUCTION VAULT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY CONTRACTOR OR THE CONTRACTOR’S ABILITY TO PROVIDE A SERVICE COMPLIANT WITH THE CONSUMER’S REQUEST FOR SERVICES. YOU EXPRESSLY ACKNOWLEDGE THAT CONSTRUCTION VAULT MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY OF ANY SERVICES RENDERED BY ANY SERVICE PROVIDER OR CONTRACTOR.
4.1 Eligibility. To be eligible to use the Construction Vault Services, you must be at least 18 years old and a resident of the United States.
4.2 Identity Authentication. You authorize Construction Vault, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments or verifying your Information against third party databases or through other sources. We may also ask to see your driver’s license or other identifying documents at any time. Construction Vault reserves the right to close, suspend, or limit access to your Account and/or the Construction Vault Services in the event we are unable to obtain or verify this Information.
5.1 Limits. We may, at our discretion, impose limits on the amount of money you can send through the Construction Vault Services, including money you send for purchases and services.
5.2 Bank Transfers. When you use your bank account as your Payment Method for any transaction, you are requesting an electronic transfer from your bank account. For these transactions, Construction Vault will make electronic transfers via ACH from your bank account in the amount you specify. You agree that such requests constitute your authorization to Construction Vault to make the transfers. Once you have provided your authorization for the transfer, you will not be able to cancel the electronic transfer. You give Construction Vault the right to resubmit any ACH debit you authorized that is returned for insufficient or uncollected funds.
5.3 Refused and Refunded Transactions. When you send money, the recipient is not required to accept it. You agree that you will not hold Construction Vault liable for any damages resulting from a recipient’s decision not to accept a payment made through the Construction Vault Services. Any unclaimed, refunded or denied payment will be returned to your Balance or to the original Payment Method. We will return any unclaimed payment to you within 30 Days of the date you initiated payment.
5.4 Contractor Processing Delay. When you send a payment to a Contractor, you are providing an Authorization to the Construction Vault to process your payment and complete the transaction. The payment will be held as pending until the Contractor processes your payment. Some Contractors may delay processing your payment. In such an instance, your Authorization will remain valid for up to 30 Days.
5.5 Substantially Complete. By authorizing a payment to a Contractor, expect for in the case of a Progress Payment as defined below, you are verifying the work done by the Contractor is substantially complete and completed in a manner that is in all respects acceptable to you and completed in a workman-like manner.
5.6 Progress Payments. A Progress Payment is a payment in which you make regular or sporadic payments to a Contractor throughout the phase of the Project. When making Progress Payments you are not agreeing the work is substantially complete, but paying at intervals throughout the contract with Contractor. The following applies to any Progress Payments you make:
a. Notice for Certain Progress Payments. If a Progress Payment will vary in amount and is made using an Instant Transfer, eCheck, debit card Payment Method or your Balance, you have the right to advance notice of the amount and date of the transfer from the Contractor at least 10 Days before the transfer is made. If the Contractor provides the option, you may choose to receive this advance notice only when the amount of your Progress Payment will fall outside a range established between you and the Contractor. This notice is designed to protect you from having insufficient funds in your bank account to cover the Progress Payment.
b. Stopping a Progress Payment. You may stop a Progress Payment at any time up to 3 Business Days before the date of the next scheduled payment by notifying the Contractor. If you stop a Progress Payment you may still be liable to the Contractor for the payment or other penalties under the terms of your agreement with the Contractor and you may be required to pay the Contractor through alternative means. We will be liable for your losses or damages directly caused by our failure to stop any Progress Payment if you have followed the instructions in this section to notify us.
c. Contractors must receive Consumer’s prior Authorization for the amount, frequency, and duration of any Progress Payment. Contractor must provide you with notice of the amount and date of each Progress Payment at least 10 Days before the transfer, unless you have elected to receive notices only for varying amounts, as described below.
d. If the amount of the Progress Payment varies, Contractor must provide you with notice of the amount and date of each Progress Payment transfer at least 10 Days before the transfer. Contractor may also give you the option to receive notice only when the amount of a Progress Payment falls outside a range that you have agreed upon in advance. If you have chosen to receive notices only for Progress Payments falling outside the agreed upon range, then you must send your buyer notice of the amount and date of those transfers at least 10 Days before the transfer.
e. Required Stop Payment Procedures for Progress Payments. Contractors must provide you with the ability to stop a Progress Payment up to 3 Business Days before the scheduled date of the Progress Payment. If the Consumer has stopped or canceled a Progress Payment, Contractor may not restart future payments without the written Authorization of the Consumer.
5.7 Accuracy of Information. You are responsible for confirming the accuracy of the information you provide about each payment you send, including the email address or telephone number of the recipient and the amount of the transaction.
5.8 Debit Card Processing. Construction Vault will process your debit card funded transactions through either the ATM debit network or the Visa/MasterCard network.
5.9 Credit Card Information. If your credit card account number changes or your credit card expiration date changes, we may acquire that information from our financial services partner and update your Account.
6.1 Risk of Reversals, Chargebacks, and Claims. When you receive a payment, you are liable to Construction Vault for the full amount of the payment sent to you plus any Fees if the payment is later invalidated for any reason. This means that, in addition to any other liability, you will be responsible for the amount of the payment sent by the sender, plus the applicable Fees in this Agreement if you lose a Claim or a Chargeback or if there is a Reversal of the payment. If a sender of a payment files a Chargeback, the credit card issuer, not Construction Vault, will determine who wins the Chargeback.
6.2 No Additional Fees. You and Contractor agree that neither of you will not impose a surcharge or any other fee for accepting Construction Vault as a payment method. You may charge other fees in connection with the sale of goods or services as long as the fee does not operate as a surcharge and is not higher than the fee you charge for non-Construction Vault transactions.
6.3 Taxes. It is the Contractor’s responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Construction Vault is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction. You and Contractor acknowledge that Construction Vault will report to the Internal Revenue Service the total amount of payments for goods and services you receive each calendar year into all the Accounts you own if you receive into these Accounts (i) more than $20,000 in payments for goods or services and (ii) receive more than 200 payments for goods or services in the same calendar year.
7.1 Accounts. Any money held by Construction Vault represents an unsecured claim against Construction Vault and is not insured by the FDIC. Construction Vault will combine your funds with the funds of other Users. Construction Vault will hold pooled funds separate from its corporate funds and will not use these funds for its operating expenses or for any other corporate purposes. Construction Vault will not voluntarily make these funds available to its creditors in the event of bankruptcy.
8.1 Closing Your Account. You may close or cancel your Account with Construction Vault at any time by following the instructions in your Account Profile. Upon Account closure, we will cancel any pending transactions.
8.2 Limitations. You may not close your Account to evade an investigation or to avoid payment due to a Contractor. You will remain liable for all obligations related to your Account even after the Account is closed.
8.3 Dormant Accounts. If you do not log in to your Account for two or more years, Construction Vault may close your Account at its sole discretion.
9.1 Fees Overview. The Contractor will be charged a fee of 3.5% of the Payment Amount. All Fees are in U.S. Dollars unless otherwise stated. If a transaction is cancelled or funds are refunded, we will retain the fixed fee portion of the Payment Amount. In addition, there is a charge of $10.00 for a records request by any party. We will not charge you for a records request in connection with a good-faith assertion of an error in your Account.
10.1 Restricted Activities. In connection with your use of our website, your Account, the Construction Vault Services, or in the course of your interactions with Construction Vault, other Users, or third parties, you will not make or accept payments related to:
(1) embassies, foreign consulates or other foreign governments, (2) door-to-door sales, (3) offering substantial rebates or special incentives to the Cardholder subsequent to the original purchase, (4) negative response marketing, (5) engaging in deceptive marketing practices, (6) sharing Cardholder’s data with another merchant for payment of up-sell or cross-sell product or service, (7) evading Card Network’s chargeback monitoring programs, (8) engaging in any form of licensed or unlicensed aggregation or factoring, (9) airlines, (10) age restricted products or services, (11) bail bonds, (12) bankruptcy lawyers, (13) bidding fee auctions, (14) collection agencies, (15) chain letters, (16) check cashing, wire transfers or money orders, (17) counterfeit goods (e.g. knock-offs, imitations, bootlegs) (18) currency exchanges or dealers, (19) firms selling business opportunities, investment opportunities, mortgage consulting or reduction, credit counseling, repair or protection or real estate purchases with no money down, (20) credit card and identity theft protection, (21) cruise lines, (22) essay mills, (23) flea markets (firms/individuals operating from a booth, on a part time basis with no lease or telephone availability; whether indoor or outdoors), (24) drug paraphernalia, (25) extended warranties, (26) fortune tellers, (27) “get rich quick” schemes; (28) gambling (including but not limited to lotteries, Internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services), (29) sports forecasting or odds making, (30) illegal products or services, (31) mail-order brides, (32) marijuana dispensaries and related businesses, (33) money transmitters or money service businesses, (34) multi-level marketing or pyramid schemes, (35) online, mail, or telephone order pharmacies or pharmacy referral services, (36) prepaid phone cards, phone services or cell phones, (37) pseudo pharmaceuticals, (38) quasi-cash or stored value, (39) securities brokers, (40) sexually-oriented or pornographic products or services, (41) shipping or forwarding brokers, (42) substances designed to mimic illegal drugs, (43) telemarketing, (44) timeshares, (45) online, mail, or telephone order tobacco or e-cigarette sales, (46) weapons and munitions (47) virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world, (48) Products/services intended to inflict or promote revenge, harassment, and other forms of abuse, humiliation and intimidation, (49) Long-term subscriptions (i.e., two year, three year, lifetime, etc.), (50) Lending, (51) equity crowdfunding, or (52) real-estate crowdfunding.
11.1 Your Liability.
a. General. You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties and other liability incurred by Construction Vault, a Contractor, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Construction Vault Services. You agree to reimburse Construction Vault, the Contractor, or a third party for any and all such liability.
b. Work. Contractor Vault makes no representations or warranties as to any work performed by a Contractor for which you use Contractor Vault’s Services. Contractor Vault will in no event be liable to any Consumer for any work done by a Contractor. Contractor Vault will in no event be liable to any Contractor for lack of payment by any Consumer through this website.
11.2 Actions by Construction. If Construction Vault, in its sole discretion, believes that you may have engaged in any Restricted Activities, we may take various actions to protect Construction Vault other third parties, or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability.
11.3 Court Orders or Other Legal Process. Construction Vault, in its sole discretion, may take various actions including placing a hold, Reserve, or other limitation on your Account or the funds in it and/or releasing any or all of your funds in the event it receives notice of a court order or other legal process that restricts the use of or access to your funds or requires their release. Construction Vault will give notice of a hold, Reserve, or limitation it makes to comply with a court order or other legal process, unless the court order or other process directs that Construction Vault not provide you notice, in which case the court order or other process supersedes any notice obligation Construction Vault has undertaken or agreed to under the terms of this Agreement. Construction Vault will decide in its sole discretion the appropriate scope of a hold, Reserve, and/or limitation to assure compliance with a court order or other legal process.
11.4 Conflicts or Demands. Should you or the Contractor receive or become aware of any conflicting demands or claims with respect to any funds paid or transferred through this Website or the rights of any of the parties, or any money or property deposited herein or affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the right to commence or defend any action or proceedings for the determination of such conflict.
You and the Contractor jointly and severally agree to pay all costs, damages, judgment and expenses, including reasonable attorneys’ fees suffered or incurred by Construction Vault in connection with, or arising out of any transaction through this Website, including but without limited the generality of the foregoing, as suit in interpleader brought by you or Contractor. You and Contractor expressly agree that Construction Vault has the absolute right, at its sole discretion, to file an action in interpleader. Construction Vault is authorized to deposit with the Clerk of Court all documents and funds in dispute or held by Construction Vault or Balanced.
You and Construction Vault agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the provisions set forth in this Section. Please read this Section carefully. It affects your rights and will impact how claims you and we have against each other are resolved.
12.1 Contact Construction Vault. If a dispute arises between you and Construction Vault, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Construction Vault regarding the Construction Vault Services may be reported to 728 None Such Street, Helena, Montana 59601.
12.2 Applicable Law. You agree that the laws of the State of Montana, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Construction Vault, except as otherwise stated in this User Agreement.
12.3 Mediation and Arbitration. If a dispute arises out of or relates to this Agreement or the management of the Corporation, and if the dispute cannot be settled through negotiation, the parties agree to first to try in good faith to settle the dispute by mediation administered by a mutually agreed person or body before resorting to any other dispute resolution procedure. Mediation shall terminate upon the written request of any party. The Corporation shall pay the cost of the mediation. If the parties are unable to resolve the dispute through mediation, the parties shall settle the dispute by arbitration in accordance with Montana’s Uniform Arbitration Act and the following provisions:
a. Arbitration shall be initiated by written request of any Shareholder within no more than ninety (90) days after the conclusion of the Mediation provided in the previous subsection.
b. The Shareholders shall select one arbitrator by mutual agreement. If the Shareholders fail to agree upon an arbitrator within thirty (30) days after service of the initial demand for arbitration, the arbitrator shall be appointed as provided in Montana Code Annotated § 27-5-211.
c. The arbitration hearing shall take place within 60 days after the selected arbitrator’s acceptance of the appointment.
d. Arbitration shall be held in the City of Helena, County of Lewis and Clark, State of Montana, and any question of law shall be decided in accordance with the laws of the State of Montana.
e. The arbitrator shall decide, resolve and determine matters in dispute with respect to this Shareholder Agreement, including (but not limited to), whether such matters have been properly submitted to the arbitrator for decision and whether this section and the provisions for arbitration hereunder are properly invoked and applicable, to the end that all questions, disputes and controversies under this Shareholder Agreement be resolved, determined and adjudged by the arbitrator; and the decision of the arbitrator on all matters submitted hereunder shall be conclusive and binding upon the Corporation and the parties. The arbitrator may act until all questions, disputes and controversies are determined, adjudged, and resolved.
f. The arbitrator shall conduct the arbitration proceedings in accordance with the Uniform Arbitration Act, as then in effect, insofar as such rules are not in conflict with this section.
g. Judgment upon the arbitration award may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of the award and an order of enforcement, as the case may be. The losing party shall pay the costs of the arbitration, including, but not limited to, the arbitrator’s fees and costs and attorneys fees and costs incurred by the other parties to the arbitration.
12.4 Bankruptcy and Insolvency Proceedings. If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, Construction Vault will be entitled to recover all reasonable costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the enforcement of this Agreement.
12.5 No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
12.6 Indemnification. You agree to defend, indemnify and hold Construction Vault, and the officers, directors, agents, joint venturers, employees and suppliers of Construction Vault, harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this Agreement, your improper use of the Construction Vault Services, and/or your violation of any law or the rights of a third party or Contractor.
Contractor agrees to defend, indemnify and hold Construction Vault, and the officers, directors, agents, joint venturers, employees and suppliers of Construction Vault, harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of the Contractor’s breach of this Agreement, its improper use of the Construction Vault Services, and/or its violation of any law or the rights of a third party or Consumer.
12.7 Release of Construction Vault. If you have a dispute with one or more Contractors, you release Construction Vault (and our respective officers, directors, agents, joint ventures, employees and suppliers) from any and all Claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
13.1 Limitations of Liability. IN NO EVENT SHALL WE, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF CONSTRUCTION VAULT, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THE CONSTRUCTION VAULT SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY, AND OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, CONSTRUCTION VAULT, AND OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (1) YOUR USE OF OR YOUR INABILITY TO USE CONSTRUCTION VAULT’S SITES AND SERVICES; (2) DELAYS OR DISRUPTIONS IN CONSTRUCTION VAULT’S SITES AND SERVICES; (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING CONSTRUCTION VAULT’S SITES OR SERVICES OR ANY SITE OR SERVICE LINKED TO CONSTRUCTION VAULT’S SITES OR SERVICES; (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN CONSTRUCTION VAULT’S SITES OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; (7) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS USER AGREEMENT OR CONSTRUCTION VAULT’S POLICIES. CONSTRUCTION VAULT RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS USER AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.
13.2 No Warranty. THE CONSTRUCTION VAULT SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. CONSTRUCTION VAULT, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF CONSTRUCTION VAULT, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, CONTRACTORABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Construction Vault does not have any control over the products or services that are paid for with the Construction Vault Services and Construction Vault cannot ensure that a buyer or a Contractor you are dealing with will actually complete the transaction or is authorized to do so. Construction Vault does not guarantee continuous, uninterrupted or secure access to any part of the Construction Vault Services, and operation of our site may be interfered with by numerous factors outside of our control. Construction Vault will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Construction Vault makes no representations or warranties regarding the amount of time needed to complete processing because the Construction Vault Services are dependent upon many factors outside of our control, such as delays in the banking system or the U.S. mail service. Certain Construction Vault Services may not be available to you based on residency, geographic location or other eligibility criteria. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.
13.3 License Grant. If you are using Construction Vault software for the purpose of submitting a bid to a Consumer, then Construction Vault grants you a revocable, non-exclusive, non-transferable license to use Construction Vault’s software in accordance with the documentation. This license grant includes the software and all updates, upgrades, new versions and replacement software for your personal use only. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation and use requirements contained in all Construction Vault documentation accompanying the Construction Vault Services. If you do not comply with Construction Vault’s implementation and use requirements you will be liable for all resulting damages suffered by you, Construction Vault and third parties. Construction Vault may change or discontinue any APIs upon notice to you. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software. You acknowledge that all rights, title and interest to Construction Vault’s software are owned by Construction Vault. Any third party software application you use on the Construction Vault website is subject to the license you agreed to with the third party that provides you with this software. Construction Vault does not own, control nor have any responsibility or liability for any third party software application you elect to use on the Construction Vault website and/or in connection with the Construction Vault Services. If you are using the Construction Vault Services on the Construction Vault website, or other website or platform hosted by Construction Vault, or a third party, and are not downloading Construction Vault’s software or using third party software applications on the Construction Vault website, then this section does not apply to your use of the hosted Construction Vault Services.
13.4 Complete Agreement. This Agreement, along with any applicable policies on the Construction Vault website, sets forth the entire understanding between you and Construction Vault with respect to the Construction Vault Services. This Agreement and its terms, will survive the termination of this Agreement. Unless stated otherwise in this Agreement, if any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
“ACH” means the Automated Clearing House network.
“Account” means your account with Construction Vault.
“Agreement” means this agreement including all subsequent amendments.
“Authorize” or “Authorization” means a buyer’s express authorization to a Contractor to collect a payment from the buyer’s Account.
“Business Days” means Monday through Friday, excluding Holidays.
“Chargeback” means a request that a buyer or Consumer files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.
“Days” means calendar days.
“Information” means any confidential and/or personally identifiable information or other information related to an Account, user, or Contractor, including but not limited to the following: name, email address, date of birth, tax identification number, billing/shipping address, phone number and financial information.
“Contractor” means a person or entity that will provide you with goods and services, as defined in your contract with that Contractor, using the Construction Vault Services to receive payment.
“Consumer” means any person or entity using the Construction Vault Services to pay a Contractor, including you.
“Construction Vault,” “we,” “us” or “our” means Construction Vault, Inc. and its subsidiaries and affiliates or an agent acting on their behalf.
“Construction Vault Services” means all our products and services and any other features, technologies and/or functionalities offered by us on our website or through any other means. “Payment Amount” means the amount you agreed to pay and have authorized payment to Contractor for the goods and services provided.
“Policy” or “Policies” means any Policy or other agreement between you and Construction Vault that you entered into on the Construction Vault website or in connection with your use of the Construction Vault Services.
“Project” means the scope of the work you hired Contractor to perform as well as any goods you will receive from Contractor.
“Progress Payment” means a payment in which the Contractor is provided advance Authorization to debit the sender’s Account directly on a one-time, regular, or sporadic basis in accordance with the Contractor’s agreement with you.
“Reversal” means Construction Vault reverses a payment you received because (a) it is invalidated by the sender’s bank, (b) it was sent to you in error by Construction Vault, (c) the sender of the payment did not have authorization to send the payment (for example: the sender used a credit card that did not belong to the sender), or (d) you received the payment for activities that violated this Agreement, the Construction Vault Acceptable Use Policy, or any other Construction Vault agreement.