End User License Agreement

Last Updated: Nov. 19 2019

This Mobile Application End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and OneClick, LLC ("Company"). This Agreement governs your use of the CODE REPORTS application (including all related documentation, the "Mobile Application"). The Application is licensed, not sold, to you.

BY INSTALLING AND USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

  1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive and nontransferable license to:

    (a)            download, install and use the Mobile Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Mobile Application's documentation; and

    (b)            access, download and use on such Mobile Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Mobile Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services as set forth in Section 5.
  2. License Restrictions. Licensee shall not:

    (a)          copy the Mobile Application, except as expressly permitted by this license;

    (b)          modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Mobile Application;

    (c)         reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Mobile Application or any part thereof;

    (d)         remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Mobile Application, including any copy thereof;

    (e)        rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Mobile Application or any features or functionality of the Mobile Application, to any third party for any reason, including by making the Mobile Application available on a network where it is capable of being accessed by more than one device at any time; or

    (f)        remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Mobile Application.
  3. Reservation of Rights. You acknowledge and agree that the Mobile Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Mobile Application under this Agreement, or any other rights thereto other than to use the Mobile Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Company and its licensors and service providers reserves and shall retain their entire right, title and interest in and to the Mobile Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
  4. Collection and Use of Your Information. You acknowledge that when you download, install or use the Mobile Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Mobile Application. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the Mobile Application or certain of its features or functionality. All information we collect through or in connection with this Mobile Application is subject to our Privacy Policy www.oneclickcode.com/privacy-policy. By downloading, installing, using and providing information to or through this Mobile Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Content and Services. The Mobile Application may provide you with access to Company's website located at http://www.oneclickcode.com (the "Website") and products and services accessible thereon, and certain features, functionality and content accessible on or through the Mobile Application alone or also on the Website, including the Roofing Code Report, other regulatory and building code reports, online or cloud-based storage of reports, the ability to email, print or share the reports, and other such functionality as may be available (collectively, "Content and Services"). Your access to and use of such Content and Services are governed by Website's Terms of Use www.oneclickcode.com/terms-of-use, Privacy Policy www.oneclickcode.com/privacy-policy, and relevant Terms of Sale and Subscription Agreement www.oneclickcode.com/terms-of-sale-and-subscription-agreement. which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use, Privacy Policy, Terms of Sale and Subscription and/or to register with the Website and your failure to do so may restrict you from accessing or using certain of the Mobile Application's features and functionality. Any violation of such Terms of Use, Privacy Policy, or Terms of Sale and Subscription will also be deemed a violation of this Agreement. If you have ordered any specific individual reports from the Website or Mobile Application, these reports will be saved on the Website and/or accessible through the Mobile Application for a period of 365.  If you have subscribed to certain Content and Services subject to a subscription order, any reports ordered pursuant to your subscription will be saved on the Website and/or accessible through the Mobile Application only during the term of your subscription.

  1. Payment Terms and Conditions for Content and Services. Certain Content and Services can be purchased by a Customer, either as an individual report purchase, or by purchasing a subscription to receive a variety of reports or services over a period of time.  These purchases can be made by the Customer through the Company Website or the Mobile Application and are subject to the Terms of Sale and Subscription found at www.oneclickcode.com/terms-of-sale-and-subscription-agreement.
  2. Geographic Restrictions. The Content and Services are based in the state of Colorado in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
  3. Updates. Company may from time to time in its sole discretion develop and provide Mobile Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

    (a)             the Mobile Application will automatically download and install all available Updates; or

    (b)             you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Mobile Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Mobile Application and be subject to all terms and conditions of this Agreement.

  1. Third Party Materials and Third Party Indemnification. The Mobile Application may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.
  2. Term and Termination.

    (a)           The term of Agreement commences when you download the Mobile Application and will continue in effect until terminated by you or Company as set forth in this Section 10.

    (b)           You may terminate this Agreement by deleting the Mobile Application and all copies thereof from your Mobile Device.

    (c)           Company may terminate this Agreement at any time without notice, including if it ceases to support the Mobile Application, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

    (d)           Upon termination:

                    (i)         all rights granted to you under this Agreement will also terminate; and

                   (ii)         you must cease all use of the Mobile Application and delete all copies of the Mobile Application from your Mobile Device and account.

    (e)         Termination will not limit any of Company's rights or remedies at law or in equity.
  3. Disclaimer of Warranties. THE APPLICATION, ITS  CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION OR CONTENT AND SERVICES PROVIDED UNDER ANY SUBSCRIPTION AGREEMENT OR SALE ARE PROVIDED TO LICENSEE ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.  NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE APPLICATION. NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE APPLICATION, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

  1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

    (a)        PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES

    (b)       DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

  1. Indemnification. You agree to indemnify, defend and hold harmless Company, its affiliates, licensors and service providers,  and its officers, directors, employees, contractors, agents, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Mobile Application or your breach of this Agreement. Furthermore, you agree that OneClick, LLC assumes no responsibility for the content you submit or make available through this Mobile Application.
  2. Export Regulation. The Mobile Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Mobile Application to, or make the Mobile Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Mobile Application available outside the US.
  3. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
  4. Governing Law. All matters relating to the Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, in each case located in Colorado, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  5. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  6. Entire Agreement. This Agreement, our Terms of Use and our Privacy Policy constitute the entire agreement between you and Company with respect to the Mobile Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Mobile Application.
  7. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.