Terms of Service

Terms of Service

These Terms of Service (this “Agreement”) are entered into by and between Riggs Agency, a North Carolina company (“Riggs Agency”), and the entity or person accessing or using the Riggs Agency Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any Order Forms that reference this Agreement. If you are accessing or using the Riggs Agency Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.

Please note that Riggs Agency may modify the terms and conditions of this Agreement in accordance with Section 9.4 (Amendment; Waivers).

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, EXECUTING AN ORDER FORM WITH RIGGS AGENCY OR ACCESSING OR USING THE RIGGS AGENCY SERVICE, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE RIGGS AGENCY SERVICE. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Definitions

1.1 The following terms, when used in this Agreement will have the following meanings:

“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Content” means content and other material supplied or made available to Riggs Agency by Customer through the use of or access to the Riggs Agency Services, and excluding the Riggs Agency Services and related materials, templates and technology.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Riggs Agency for the Riggs Agency Services.

“Riggs Agency Services” means the website development, maintenance, hosting and other related services for the purpose of establishing and/or improving Customer’s online visibility and for showcasing Customer’s listings.

“Riggs Agency Templates” means the template Terms of Service and Privacy Policy forms provided by Riggs Agency to the Customer.

“Order Form” means an order form, quote or other similar document that sets forth the specific Riggs Agency Services and pricing therefor, and that references this Agreement and is mutually executed by the parties.

2. Riggs Agency Services

2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Riggs Agency will make the Riggs Agency Services available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Riggs Agency Services to operate and display the website set forth in the Order Form (“Customer Website”). The Riggs Agency Services require Customer’s reasonable cooperation and diligent efforts in working with Riggs Agency to create and launch a website. To the extent Customer does not provide reasonable cooperation, there may be delays in connection with the launch of Customer’s website.

2.2 Customer Limitations. The rights granted herein are subject to the following restrictions (the “License Restrictions”):

(a) Customer will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Riggs Agency Services;

(b) Except for Customer Website that use the Riggs Agency Services, Customer will not transfer, distribute, resell, lease, license, or assign Riggs Agency Services or otherwise offer the Riggs Agency Services on a standalone basis;

(c) Customer will not use the Riggs Agency Services to violate any applicable local, state, national or international law, or any regulations having the force of law; impersonate any person or entity, or falsely state or otherwise misrepresent its affiliation with a person or entity; solicit personal information from anyone under the age of 18; or further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

(d) Customer will not otherwise use the Riggs Agency Services outside the scope expressly permitted hereunder and in the applicable Order Form; and

(e) Customer will ensure that its users do not use temporary email addresses or share user accounts among multiple individuals, and Customer will permit Riggs Agency to terminate the accounts of any users that violate this Agreement.

2.3 Customer Responsibilities Regarding Account. Customer will (a) be responsible for all use of the Riggs Agency Services and Documentation under its account (whether or not authorized), (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and Customer Website(s), (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Riggs Agency Services and Documentation and notify Riggs Agency promptly of any such unauthorized access or use and (d) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Riggs Agency Services, including as set forth in the Documentation.

2.4 Riggs Agency Templates are Not a Substitute for Legal Advice. Riggs Agency provides an all-in-one platform for building and managing AEC industry firms websites and brands and other related services. Riggs Agency may provide the Customer with template Terms of Service and Privacy Policy forms for use in connection with its website and brands. The Terms of Service and Privacy Policy templates are provided for the Customer’s private use and do not constitute legal advice. Customer should consult with and work with Customer’s legal counsel to review the Terms of Service and Privacy Policy, and to ensure that the Terms of Service and Privacy Policy on the Customer’s website accurately reflect Customer’s content and practices.

2.5 Delays to Subscription Start Date. Customer shall be responsible for the recurring monthly fees after the Subscription Start Date (as set forth in the corresponding Order Form). The Subscription Start Date may only be postponed if there are website bugs that prevent the site from functioning materially as outlined in the Agreement. For clarity, the following are not valid reasons to delay the Subscription Start Date: (i) Customer is unable to produce or supply the proper content needed for the website (community copy, bio, images, videos, etc.), or voluntarily chooses to delay the launch of the website due to lacking the aforementioned content; (ii) Customer would like to have a new feature completed prior to website launch that is outside the original scope of contract; in such case, the new feature would be developed on a different timeline outside of the original delivery date and would not delay the Subscription Start Date; or (iii) Customer was not aware that subscriptions may start even without

the site being “live” (live means the website is available on the internet for the public to view); Customer will not be refunded or prorated for any periods of delay in the Subscription Start Date that are not caused by website bugs.

2.6 Third Party Services. Riggs Agency may provide links to third party services that Riggs Agency does not own or control, and Customer may link to, integrate with or use the Riggs Agency Services to access and use third party services that Customer does not own or control (collectively, “Third Party Services”). Riggs Agency does not endorse or assume any responsibility for Third Party Services, and Customer acknowledges and agrees that its use of Third Party Services is at its own risk.

3. Customer Data; Data Security

3.1 Customer Data. As between Riggs Agency and Customer, Customer will own all right, title and interest in and to all Customer Content. Subject to the terms and conditions of this Agreement, Customer hereby grants to Riggs Agency a non-exclusive, worldwide, royalty-free right to use, reproduce, distribute, display and perform the Customer Content solely to the extent necessary to provide the Riggs Agency Services. Riggs Agency may also use Customer Content for marketing and promotional purposes consistent with Customer’s Privacy Policy.

3.2 Data Security. Riggs Agency will implement and maintain reasonable administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Content. Riggs Agency will not modify Customer Content, disclose Customer Content except as compelled by law or as expressly permitted in writing by Customer, or access Customer Content except to provide the Riggs Agency Services and prevent or address service or technical problems or at Customer’s request in connection with customer support matters.

4. Proprietary Rights

4.1 Reservation of Rights. Riggs Agency and its licensors own all right, title and interest in and to the Riggs Agency Services and Documentation, including all intellectual property rights therein, subject only to the limited rights and licenses expressly granted to Customer under this Agreement. Customer will not delete or in any manner alter the copyright, trademark or other proprietary rights notices or markings appearing on or in the Riggs Agency Services or Documentation as delivered to Customer.

4.2 Feedback. If Customer provides any suggestions, enhancement requests, recommendations or other feedback relating to the Riggs Agency Services or Documentation (collectively, “Feedback”), Customer hereby grants Riggs Agency a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license to use and exploit such Feedback without restriction.

5. Fees and Payment

5.1 Fees. Customer will pay Riggs Agency the fees set forth in the applicable Order Form, plus all applicable taxes. Except as otherwise set forth in an Order Form, fees are due net 30 days from the invoice date.

5.2 Overdue Charges. If any invoiced amount is not received by Riggs Agency by the due date, then without limiting Riggs Agency’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

5.3 Suspension of Service. If any amount owed by Customer under this or any other agreement for Riggs Agency services is 30 or more days overdue (or 10 or more days overdue in the case of amounts Customer has authorized Riggs Agency to charge via credit card), Riggs Agency may, without limiting its other rights and remedies, suspend Customer’s access to the Riggs Agency Services until such amounts are paid in full.

6. Term and Termination

6.1 Term. This Agreement will commence on the Effective Date and will continue until the expiration or termination of all Order Forms and this Agreement in accordance with this Section 6.

6.2 Termination for Cause. Either party may terminate this Agreement or any Order Form for cause (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

6.3 Termination for Convenience. Customer may terminate this Agreement or any Order Form for any reason by providing written notice to Riggs Agency. Upon any termination by Customer for convenience, Customer will pay Riggs Agency an early termination fee equal to 50% of the remaining fees that would have been payable during the then-current term of the terminated Order Form.

6.4 Effects of Termination. Upon any expiration or termination of this Agreement or any Order Form, (a) all rights and licenses granted by each party hereunder will immediately terminate, (b) Customer will immediately cease all use of the Riggs Agency Services, Documentation and Riggs Agency Content, and (c) each party will return and make no further use of any Confidential Information of the other party.

6.5 Survival. Sections 3.1 (Customer Data; Data Security), 4 (Proprietary Rights), 5 (Fees and Payment), 6.4 (Effects of Termination), 6.5 (Survival), and 7 (Representations and Warranties) through 11 (General) will survive any termination or expiration of this Agreement.

7. Representations and Warranties

7.1 Mutual Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

7.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, RIGGS AGENCY MAKES NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE RIGGS AGENCY SERVICES OR DOCUMENTATION. RIGGS AGENCY DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE RIGGS AGENCY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE RIGGS AGENCY SERVICES 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 RIGGS AGENCY SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE RIGGS AGENCY SERVICES OR THE SERVER(S) THAT MAKE THE RIGGS AGENCY SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE RIGGS AGENCY SERVICES AND DOCUMENTATION ARE PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS. 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 RIGGS AGENCY.

8. Limitation of Liability

8.1 Limitation of Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO

THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE RIGGS AGENCY SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

8.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS LICENSORS’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

9. Publicity

Customer hereby grants Riggs Agency the right to use Customer’s name and logo as a reference for marketing or promotional purposes on Riggs Agency’s website and in other public or private communications with existing or potential Riggs Agency customers, subject to Customer’s standard trademark usage guidelines as provided to Riggs Agency from time-to-time. If Customer does not want Riggs Agency to use Customer’s name and logo, Customer may send an email to Riggs Agency specifying its request.

10. General

10.1 Governing Law. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws provisions.

10.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

10.3 Notices. Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given (a) by Riggs Agency via email (in each case to the address that Customer provides) or (b) by posting to the Riggs Agency Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

10.4 Waivers. The waiver of any right or remedy will be effective only if in writing and executed by a duly authorized representative of the waiving party. The failure to exercise any right or remedy will not constitute a waiver of such right or remedy.

10.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

10.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Riggs Agency will refund to Customer any prepaid fees allocable to the remainder of the term of all subscriptions following the effective date of termination. The terms of this Agreement will be binding upon assignees.

10.7 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

10.8 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument.