Terms of Use
TERMS OF USE
PLEASE CAREFULLY READ THESE TERMS OF USE IN THEIR ENTIRETY BEFORE AGREEING TO THEM BY FILLING OUT THE USER INFORMATION AND CLICKING “I AGREE” BELOW. IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU MUST CLICK “I DISAGREE” AND NOT USE THE SITE. BY USING THE SITE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. The term “You” shall mean the end user and the end user’s company identified below.
1. License Grant
Subject to the terms and conditions set forth in this Terms of Use, History Pro hereby grants You a non-exclusive, non-transferable, limited right and license to access and use its computer programs over the Internet through the website https://historyprocosts.com (the “Site”) for the sole purpose of storing, reviewing, tracking, archiving construction costs, creating new estimates, and use of the proprietary calculators. The use of the proprietary “Inflation” calculations as part of the license is meant to be used as general guidance for inflated costs and History Pro will not be held liable for any monetary damages as a result of data used from the “Inflation” calculations or any part of the software that may cause monetary damages including consequential, special, punitive, or incidental. The User takes full liability and responsibility for all data input and data output used for business purposes and History Pro will not be held liable for any claims as a result of inaccurate data output or inaccurate data input. History Pro has no control or responsibility for accuracy of the data being input by the User, nor liability or responsibility for accuracy of data output. User uses their own discretion on inputting data and viewing and using the data output for their business purposes. All rights not expressly granted to a User are reserved by History Pro.
2. Use of the Site
2.1 User Accounts
2.1.1 User Access. Upon acceptance of these Terms of Use and prior to accessing the Site, You shall be issued a User account and assigned a User-unique username and password. Access to the Site is accomplished through the use of Your username and password. Your username and password should be kept strictly confidential to prevent unauthorized use. You are responsible for safeguarding and maintaining the secrecy of your username and password at all times. You agree to notify History Pro promptly of any unauthorized use of your username and password. You will remain liable for any use of the Site and/or Service unless and until you notify History Pro of the unauthorized use of your username and password. History Pro may suspend Your account and/or terminate Your use of the Site and Service in History Pro sole discretion, for any reason, and without notice to You.
2.1.2 User Information. “User Information” is information that may be used to identify You and may include your name, company information, position with employer, address, telephone number, facsimile number, e-mail address, date of birth, billing address, as well as payment information if applicable. If any information provided by you is untrue, inaccurate, not current, or incomplete, History Pro has the right to terminate Your account and refuse to provide You with use of the Service and/or Site. You freely release all User Information and give History Pro permission to verify any and all information given now or at any time in the future. You agree that History Pro use and disclosure of your User Information in accordance with the terms of these Terms of Use does not infringe your right of privacy or publicity or any other right. You understand that History Pro does not routinely perform background checks on Users and assumes no liability for the accuracy of User Information provided.
2.1.3 Product Specific Clarifications. History Pro will not be held liable for any monetary damages or claims as a result of the cost escalation features. The cost escalation features are aggregate total amounts that are applied evenly to every estimate regardless of the type of project. Cost escalation features do not take into consideration the structure type, amount of bid competition, wage requirements, remote areas, market fears, foundation changes as a result of cold or hot climates. History Pro provides an aggregate total cost escalation amount to each estimate that then becomes the responsibility of the User to re-allocate to other parts of the estimate as the User desires. All budgets, estimates, and costs used from History Pro is the sole responsibility and liability of the User to verify the accuracy of the information being used and provided to the User’s client or customer. History Pro is not liable for any monetary damages from the output of the data used by the User.
2.1.4 Total Projects and Costs. The User will be charged the amount of the original subscription fee for additional data storage when the total number of Historical Projects entered reaches the total limit per each package. This amount will be charged annually in addition to the original subscription costs.
2.2 Use Restrictions
2.2.1 Use by Competitors. Unless You obtain History Pro prior written consent, You may not gain access to or obtain a right to use the Service, and the grant of the rights hereunder and these Terms of Use shall automatically terminate, if You, directly or indirectly, own, manage, participate or otherwise engage in or have any connection with (as an employee, representative, agent or otherwise) any business in the United States or any other foreign country with an entity that provides any product or service that is similar to those provided by History Pro. In addition, you may not gain access to or obtain a right to use the Service and the grant of the rights hereunder and these Terms of Use shall automatically terminate, if You are using the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
2.2.2 Exploitation of the Site/Service. Except as otherwise expressly authorized herein, You shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party or use the Service for third party training, commercial time sharing, rental or service bureau use in any way; (b) modify, copy, distribute, transmit, display, reproduce, disassemble, decompile, reverse engineer, or make derivative works based upon any portion of the Site or Service; (c) create Internet “links” to the Site or “frame” or “mirror” any portion of the Site or Service on any other server or wireless or Internet-based device; or (d) access the Service or Site in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service or Site.
2.2.3 Limitation of Use. You may use the Service only for Your internal business purposes and correspondence, documents and files related to the Project(s) You have been authorized to access. You shall not use the Service for any other purposes or projects not expressly authorized by History Pro. You shall not take any action or make any attempt to interfere with or disrupt the integrity or performance of the Service, Site or the data contained therein.
2.3 User Conduct
2.3.1 Applicable Laws. You agree to abide by all applicable international, federal, state and local laws and regulations in your use of this Site.
2.3.2 Secured Areas of Site. You shall not access or attempt to access password protected, secure, or non-public areas of the Site, except with the authorization of History Pro. History Pro has no obligation to monitor the Site; however, you acknowledge and agree that History Pro has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation, or other governmental request, to operate the Site properly, or to protect itself or others.
2.3.3 User Responsibility. You shall be solely responsible for your actions and the contents of your transmissions to the Site. You shall not transmit any materials or information to this Site that infringes on any copyright or other proprietary rights of any other person. You shall not impersonate any person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity. You shall not post or use the Site to transmit: (a) any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law; (b) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial or non-commercial communication except as otherwise expressly permitted by History Pro; or (c) any information or software which contains a virus, Trojan horse, worm, malware or other harmful component.
3. Ownership
3.1 Site and Service. History Pro retains all right, title and interest in and to the Site and the Service. Your use of the Site and Service does not grant or confer any rights to You, by license or otherwise, in or to the Site and/or Service other than the licensed rights expressly granted in Section 1. You acknowledge and agree that History Pro may modify the Service and/or Site in its sole discretion at any time.
3.2 Intellectual Property
3.2.1 History Pro is the sole and exclusive owner of all right, title and interest, including all Intellectual Property Rights in and related to the Site and the Service. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, copyrights, domain name rights, mask work rights, know-how, trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. History Pro does not grant you a license or other authorization to copy or use its Intellectual Property Rights, except as expressly provided herein. Various products and services described on the Site may carry registered or other trademarked symbols that are the sole property of their respective owners.
3.2.2 In printing or downloading content and/or information from the Site, You agree not to change or delete the History Pro, logo, proprietary notices, trademarks, and the like from any printed or downloaded content and/or information.
3.2.2 You hereby assign any rights and interest in any suggestion, idea, feedback recommendations, modifications, or derivative works related to the Service or the Site (the “Improvements”) to History Pro and agree to execute all documents reasonably requested by History Pro to demonstrate such assignment and to provide any information and cooperation reasonably requested by History Pro in order for History Pro to protect and enforce its rights therein.
3.3 User Data. History Pro does not own any data, information or material that you submit to the Site in the course of using the Service (“User Data”). You, not History Pro, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of or right to use all User Data, and History Pro shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data. History Pro does have authority to access a User account at any time without notification or User authorization for maintaining, updating, repairing as needed and required periodically. History Pro has authority to track User Data for market research purposes. History Pro guarantees that all data tracked is 100% anonymous and confidential for marketing purposes and for assisting History Pro with measuring the internal accuracy of the predictable calculators, and functions. If User does not agree to these terms regarding data tracking, then please check the box at the end of this agreement to opt out of anonymous data tracking. If User chooses to opt out of data tracking, membership prices will be impacted by higher monetary amounts.
4. Confidentiality
4.1 Definition. You understand that the Service, the Third Party Services, Your user name and password, the User accounts, names and passwords, and any other information disclosed by History Pro to You shall be considered confidential information (“Confidential Information”).
4.2 Restrictions on Use and Disclosure. You agree: (a) to not disclose any Confidential Information to any third party without first obtaining History Pro written consent; (b) to only disclose the Confidential Information to employees and such consented to third parties under written obligations of confidentiality with respect to the Confidential Information that are no less restrictive than those contained herein; (c) use the Confidential Information solely in accordance with the terms of these Terms of Use; and (d) to protect the Confidential Information from unauthorized disclosure or use.
4.3 Exceptions. The obligations under this Article 4 will not apply to any information which You can demonstrate (a) was in the public domain prior to it being communicated to You or becomes part of the public domain through no fault of Your own after the disclosure of the information to You; (b) was already in Your possession without an obligation of confidentiality; or (c) is disclosed pursuant to the order of a court of competent jurisdiction, or any order of any governmental agency, provided that You first give notice to History Pro of such an order and an opportunity to prevent such a disclosure.
4.4 Irreparable Injury. You acknowledge that a breach of this Article 4 will result in irreparable and continuing harm to History Pro for which there will be no adequate remedy at law and History Pro will be entitled to seek and obtain appropriate equitable relief.
4.5 Effect of Termination. This Article shall survive the termination of these Terms of Use and remain in effect until the information is no longer confidential. Upon termination of these Terms of Use or History Pro request, You shall purge all Confidential Information from Your computer system(s) and at History Pro option, either (a) destroy all Confidential Information in Your possession, or (b) return all Confidential Information in Your possession to History Pro. Within ten (10) days of termination, You or an authorized officer of Your company shall certify in writing that all such Confidential Information has been purged from Your computer system(s) and either destroyed or returned to History Pro.
5. Third Party Products and Services
5.1 Third Party Software. The Service and/or Site contain some Third Party Software for which History Pro has obtained the appropriate licensing rights, if applicable. “Third Party Software” means third party computer programs provided to You or electronic access to computer programs provided to You under these Terms of Use in connection with the Service. Your use of the Third Party Software in connection with the Service and/or Site shall be subject to the terms and conditions set forth herein and any other conditions placed on the use of the Third Party Software by its owner. You also acknowledge that the owner of such Third Party Software is the sole and exclusive owner of all right, title, and interest in and to the Third Party Software, any modifications or improvements made thereto, derivative works made therefrom, and all related materials, documentation, know-how, and intellectual property related thereto.
5.2 Third Party Services. In conjunction with the Service, History Pro may provide access to Third Party Services on a nonexclusive basis. You recognize that providers of the Third Party Services may require Your agreement to additional or different license terms and conditions prior to Your use of or obtaining access to the Third Party Services. Your use of any Third Party Services shall be subject to the restrictions set forth herein and any other conditions placed on the use of the Third Party Services by its owner.
6.Term and Expiration or Cancellation
6.1 Term. These Terms of Use commence on the Effective Date. “Effective Date” means the date these Terms of Use are accepted by selecting the “I Agree” option presented on the screen after these Terms of Use are displayed.
6.2 Termination. These Terms of Use are effective until terminated by either You or History Pro. You may terminate these Terms of Use at any time by permanently discontinuing your use of the Site. These Terms of Use will terminate immediately without notice from History Pro if, in History Pro sole discretion, You fail to comply with any term of these Terms of Use. Upon termination, you must destroy all materials obtained from the Service and Site and all copies thereof (excluding User Data).
7. Representations & Warranties
7.1 Each party represents and warrants that it has the legal power and authority to enter into these Terms of Use.
7.2 You represent and warrant that You have not falsely identified Yourself nor provided any false information to gain access to the Service.
8. Indemnification
You shall indemnify, defend and hold harmless History Pro, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, advisors, and agents from and against any losses, damages, liabilities, expenses, costs, claims, causes of action or complaints arising out of or related to Your use of the Site or Service, including but not limited to reasonable attorneys’ fees, costs, expert witness fees or litigation costs of any kind. The obligations set forth in this Article 8 shall survive termination of these Terms of Use.
9. Disclaimer of Warranties
HISTORY PRO AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, THE SITE, THIRD PARTY SOFTWARE, SUPPORT SERVICES OR THIRD PARTY SERVICES. HISTORY PRO AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (a) THE USE OF THE SITE, SERVICE, THIRD PARTY SOFTWARE, SUPPORT SERVICES OR THIRD PARTY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (b) THE SITE, SERVICE, SUPPORT SERVICES, THIRD PARTY SOFTWARE OR THIRD PARTY SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (c) ANY STORED DATA, INCLUDING WITHOUT LIMITATION USER DATA, WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE OR THIRD PARTY SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (e) ERRORS OR DEFECTS WILL BE CORRECTED, OR (f) THE SITE, SERVICE, THIRD PARTY SERVICES, THIRD PARTY SOFTWARE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE, SUPPORT SERVICES, THE SITE, THIRD PARTY SOFTWARE AND THIRD PARTY SERVICES ARE PROVIDED TO YOU 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, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR TITLE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY HISTORY PRO AND ITS LICENSORS. Certain states and/or jurisdictions do not allow the exclusion of implied warranties, so the exclusions set forth above may not apply to You.
10. Internet Delays
HISTORY PRO SERVICE AND/OR AVAILABILITY OF THE SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HISTORY PRO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
11. Limitation of Liability
NEITHER HISTORY PRO NOR ANY OF ITS DIRECTORS, MEMBERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, OR LICENSORS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COMPENSATORY, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF YOUR USE OF THE SITE AND/OR SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SITE AND/OR SERVICE, OR ANY CONTENT OBTAINED FROM OR THROUGH THE SITE AND/OR SERVICE, OR OUT OF ANY BREACH OF ANY WARRANTY, EVEN IF HISTORY PRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
YOUR SOLE RIGHT AND REMEDY WITH RESPECT TO ANY DISPUTE WITH HISTORY PRO WITH RESPECT TO THE SITE AND/OR SERVICES PROVIDED UNDER THESE TERMS OF USE SHALL BE TERMINATION OF THESE TERMS OF USE. IN NO EVENT SHALL HISTORY PRO’S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS OF USE EXCEED THE GREATER OF $100.00 USD OR THE FEES PAID BY YOU TO HISTORY PRO UNDER THIS AGREEMENT. The terms and provisions set forth in this Article 11 shall survive termination of these Terms of Use.
12. Local Laws and Export Control
12.1 You represent and warrant that You will comply with all applicable local, state, national, province, and foreign laws, including but not limited to export, re-export and foreign policy controls which may be imposed by the United States government, and treaties and regulations in connection with Your and Your Users’ use of the Service. The Service is subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. You acknowledge and agree that the Service shall not be used by, transferred to or otherwise exported or re-exported to countries, or nationals or residents thereof, as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or a Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
12.2 The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774.
12.3 History Pro and its licensors make no representation that the Service is appropriate or available for use in other locations. If You use the Service from outside the United States of America, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the content contrary to United States law is prohibited.
13. Notice
Any notice required under these Terms and Conditions shall be provided to the other party in writing. If You have a legal dispute with us or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: History Pro, Attention: General Counsel, Legal Department. Email to contact@historyprocosts.com.
14. Modification to Terms
History Pro reserves the right to modify the terms and conditions of these Terms of Use or its policies relating to the Site and/or Service at any time, effective upon posting of an updated version of these Terms of Use or policies on the Service. You are responsible for regularly reviewing these Terms of Use. Continued use of the Service after any such changes shall constitute Your consent to such changes.
15. Force Majeure
History Pro will not be held liable for the failure to perform its obligations under these Terms of Use if such failure is occasioned by a contingency beyond History Pro reasonable control, including, but not limited to, acts of war, labor difficulties, riots, fire, flood, hurricane, windstorm, governmental laws, acts or regulations (including the inability to obtain any necessary permits), or shortages of materials; provided, however, that such relief will only continue for so long as the force majeure condition exists.
16. Assignment; Change in Control
These Terms of Use may not be assigned by You without the prior written approval of History Pro. Any purported assignment in violation of this Article 16 shall be void and unenforceable.
17. Governing Law and Jurisdiction
This Agreement is governed by the substantive and procedural laws of the State of Minnesota and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in Blue Earth county in Minnesota in any dispute arising out of or relating to this Agreement. The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it.
18. General
No text or information set forth on any other purchase order, preprinted form or document (other than the Software License Agreement or an Order Form executed by the Subscriber, if applicable) shall add to or vary the terms and conditions of these Terms of Use. The terms and conditions of any purchase order submitted by a User to History Pro except for any terms necessary to identify the order, are null and void. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and History Pro as a result of these Terms of Use or use of the Site and/or Service. The failure of History Pro to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by History Pro in writing. These Terms of Use (together with the applicable Software License Agreement and Order Form for a Subscriber) comprise the entire agreement between You and History Pro and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Terms and warranties offered by any other individual, agent or entity, including resellers, that are not expressly stated in these Terms of Use or that contradict these Terms of Use are null and void.