Terms of Sale and Subscription

Last Updated: Nov. 19 2019

This Terms of Sale and Subscription (“Agreement”) is entered into as of the Effective Date between OneClick, LLC., a Colorado limited liability company (“Company”) and you (“Customer”). This Agreement includes and incorporates the Company’s Website (the “Terms of Use” found at www.oneclickcode.com/terms-of-use, the end user license agreement of the Mobile Application (the “EULA” found at www.oneclickcode.com/end-user-license-agreement, and the Company’s privacy policy (the “Privacy Policy” found at www.oneclickcode.com/privacy-policy, which contain, among other things, warranty disclaimers, liability limitations, and use limitations.

BY INSTITUTING A PURCHASE OF COMPANY CONTENT AND SERVICES (EITHER AS AN INDIVIDUAL REPORT OR AS A SUBSCRIPTION) BY THE COMPANY WEBSITE OR MOBILE 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 INSTITUTE ANY PURCHASE OF ANY CONTENT OR SERVICES.

  1. Services.

    1.1.Services. The Company offers a variety of and products and services accessible through the Company’s Website and Mobile Application 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 reports and functionality as may be provided from time to time, such services include Free Content and Services (as defined in the Terms of Use) as well as other services and content where a fee is charged (“Paid Content and Services”) (collectively all of the aforementioned the "Content and Services"). Paid 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 Mobile Application and are subject to the terms of this Agreement
    .

    1.2.Access and Use. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Company hereby grants Customer a non-exclusive, non-transferable right to access and use the Content and Services, subscribed or purchased as an individual report. The pricing and scope of the Paid Content and Services provided to a Customer who orders a subscription and/or the pricing and scope of any individual report ordered by a Customer, will be provided to the Customer at time of checkout and purchase of such subscription or report. Use and access of the Content and Services by the Customer will be through the Company’s website oneclickcode.com (the “Website”) or Company’s mobile application CODE REPORTS (the “Mobile Application”) and will be solely for use by Customer in accordance with the terms and conditions herein. Such use is limited to Customer’s own use. Customer may choose, or Company may provide to Customer the username, password or any other piece of information as part of our security procedures. If the Customer orders a subscription to the Paid Content and Services, such Paid Content and Services will be provided during the Term as defined herein.

    1.3.Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties: (a) Company has and will retain sole control over the operation, provision, maintenance, and management of the Content and Services; and (b) Customer has the responsibility for making all arrangements necessary for Customer to have access to the Website or Mobile Application and ensuring that all persons who access the Website or Mobile Application through Customer’s internet connection or Mobile are aware of these Terms of Sale and Subscription, the Terms of Use, the EULA, and the Privacy Policy, and comply therewith.

    1.4.Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any intellectual property rights in or relating to, the Website, the Mobile Application or the Content and Services, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Content and Services (and the intellectual property embodied in such Content and Services) are and will remain with Company and the respective rights holders in the Third-Party Materials.

    1.5.Changes. Company reserves the right, in its sole discretion, to make any changes to the Website, the Mobile Application, and the Content and Services. Changes may modify or delete in their entirety certain features or functionality of the Content and Services. You agree that Company has no obligation to provide any updates or to continue to provide or enable any particular features or functionality of the Content and Services.

    1.6.Suspension or Termination of Services. Company reserves the right, in its sole discretion, to make any changes to the Website, the Mobile Application, and the Content and Services. Changes may modify or delete in their entirety certain features or functionality of the Content and Services. You agree that Company has no obligation to provide any updates or to continue to provide or enable any particular features or functionality of the Content and Services.

    1.7.Applicability of Additional Agreements. As a User of Company’s Website and/or Mobile Application, Customer is subject to the Terms of Use, the EULA, and the Privacy Policy as are in effect from time to time.


  2. Security.

    2.1.Company Systems and Security Obligations. Company will employ security measures in accordance with its then current Privacy Policy available at www.oneclickcode.com/privacy-policy.

  3. Fees and Payment.

    3.1.Fees. Customer shall pay Company the fees for the selected Paid Content and Services as set forth on the Website or Mobile Application at time of checkout (each, a “Payment Transaction”).

    3.2.Payment. Customer shall pay all denoted fees at a time of checkout, or upon the renewal billing date in the case of recurring payments for monthly or yearly subscriptions for Paid Content and Services as denoted at the time or purchase. Customer shall make all payments hereunder in under the Payment Terms and Conditions of the Terms of Use or EULA.

    3.3.Scope. As used herein, the words “bank account” refer to the account held by a bank, securities firm, or other financial institution from which payment will be made when Customer makes a Payment Transaction. The words “your bank” mean the bank, securities firm, or other financial institution that holds Customer’s account and/or issued Customer’s credit or debit card. Making a Payment Transaction will enable Customer to pay Customer account(s) online through the Website or through the Mobile Application. Company, in its sole discretion, may refuse this payment option service, and specific payment methods, to anyone or any user without notice for any reason at any time.

    3.4.Payment Authorization (Including Automatic Payments). To make a Payment Transaction, including automatic payments, Customer must designate a valid major credit card or debit card (“Payment Method”). Each time Customer initiates a Payment Transaction, Customer authorizes Company or their agent to debit and/or charge Customer Payment Method in the amount of the Payment Transaction, on the date(s) specified (“Billing Date”) of the month(s) of payment according to the schedule (one-time or recurring) that Customer has affirmatively elected to enroll in for their account at the time of purchase. Customer Payment Transactions are payable in U.S. dollars. By paying using the designated Payment Method, Customer agrees that: (a) Customer has read this Agreement, and that this Agreement constitutes a “writing signed by you” under any applicable law or regulation; (b) Customer consents to the electronic delivery of the disclosures contained in this Agreement; (c) Customer authorizes Company (or its agent) to make any inquiries the Company considers necessary to validate any dispute involving Customer’s payment, which may include ordering a credit report and performing other credit checks or verifying the information Customer provides against third party databases; and (d) Customer authorizes the financial institution that holds Customer’s Payment Method to debit Customer’s debit card, and/or charge Customer’s credit card, and to initiate any debit or credit entries to Customer’s Payment Method account in the amount of such payments or corrections.

    3.5.Payment. Any request or order to settle or make a Payment Transaction shall require Company’s confirmation of acceptance and may also require additional verification or information from Customer before acceptance by Company. Company utilizes third party payment processors, and Customer hereby agrees that Company may charge Customer’s chosen payment method for any Payment Transaction and for any applicable taxes. Customer agrees to pay all charges incurred by Customer in connection with any credit card, debit card, or other payment method utilized in connection with a Payment Transaction with Company. The Company does not assess fees or interest to a consumer’s balance throughout the period of active repayment (except those awarded by a court upon agreement with the consumer or after due process of law); however, missed payments will invalidate any agreed upon arrangement and may result in immediate cessation of the Services or blocking of access to Content.

    3.6.Third Party Processors. Customer acknowledges and agrees that Customer is responsible for compliance with any third-party payment processor’s terms and conditions and may be required to establish an account with a third party payment service provider in order to complete a Payment Transaction. You may also be required to abide by additional instructions from and to agree to further terms and conditions with Company regarding payment, retrieving data, and receiving other services. If there is a conflict between this Agreement and such other or third party terms and conditions, this Agreement shall control as it relates to the subject matter of this Agreement. The Company currently uses Stripe and their terms and conditions are found at
    www.stripe.com/legal

    3.7.

    3.8.Current Information. It is Customer’s responsibility to make sure that Customer’s Payment Method information and contact information are current at all times during the term of the payment plan Customer specifies in Customer’s Payment Transaction.

    3.9.Customer Service. Payment Transactions that Company process using Customer’s Payment Method, will be identified as “user” (or similar identifier) on the statement issued by Customer’s bank or other financial institution holding Customer’s account. All questions relating to any transactions made using Customer’s debit or credit account by Company should be initially directed to the Company. Save the payment confirmation that Customer is provided when Customer makes a payment, and check it against Customer’s applicable account statement. Customer may contact Company regarding any payments made using Customer’s debit or credit account or other method by emailing Company at code@oneclickcode.com, writing to the Company at; 333 W Hampden Ave, Suite 715, Englewood CO 80110, or by phone at 720-340-7644

    3.10.Transaction Errors and Advisability of Prompt Reporting. If Customer believes that any Payment Transaction initiated by Company (or its agent) with respect to Customer’s credit or debit account is erroneous, or if Customer needs more information about any such transaction, Customer should contact Company as soon as possible. Customer should notify the Company at once if Customer believes the password associated with Customer’s account has been lost or stolen, or if someone has attempted (or may attempt) to make a transfer from Customer’s bank account to complete a payment using Customer’s account without Customer’s permission. The Company reserves the right to cancel the ability to pay using the Website or the Mobile Application for any reason at any time. Customer should contact Customer’s bank for the Payment Method.

    3.11.Our Liability for Improper Transactions or Payments. Federal law limits Customer’s liability for any fraudulent, erroneous unauthorized transaction from Customer’s credit or debit account based on how quickly Customer reports it to Customer’s financial institution. As general rule, Customer should report any fraudulent, erroneous or unauthorized transactions to Customer’s bank within 60 days after the questionable transaction FIRST appeared on Customer’s bank account statement. Customer should contact Customer’s bank for more information about the policies and procedures that apply to Customer’s account and any unauthorized transactions, including any limits on Customer’s liability. The Company will not be liable to Customer in the following instances:

  • If, through no fault of Company, Customer’s account does not contain enough money to complete the transaction;
  • If the funds in Customer’s account are subject to legal process or other encumbrance restricting the transaction; or
  • If circumstances beyond the Company’s control (such as fire or flood) prevent the transaction, despite reasonable precautions that the Company has taken.

3.12.Disclosure of Payment Information To Third Parties. To protect Customer’s privacy, the Company will not disclose any information about Customer’s online payments transactions to any person, except as follows:

d. as necessary to complete transactions;
e. to validate or verify the existence and condition any dispute involving payment, including with a third party, such as a financial institution or credit bureau (or, for Massachusetts residents, a consumer reporting agency as defined in chapter 93 of the Massachusetts General Laws);
f. to comply with government agency or court orders;
g. to Company employees, auditors, service providers, attorneys, or collection agents in the course of their duties;
h. to persons authorized by law in the course of their official duties; or
i. if Customer gives Company written permission.

3.13.Late Payment. If Customer fails to make any recurring payment when due then, Company may suspend access to the Content and Services until all past due amounts have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

3.14.No Refunds, Deductions or Setoffs. All amounts payable to Company under this Agreement shall be paid by Customer to Company in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason. No refunds will be provided for any Content and Services provided for an individual ordered report. For any subscription of Content and Services, no refund will be provided for any Term of the subscribed Content and Services ordered, even if such subscription it terminated before the end of the then current Term of the subscription

3.15.Fee Increases. Company may increase fees for any contract Term by providing notice at least 30 calendar days prior to the increase in fees.

  1. Intellectual Property Rights.

    4.1.Company Materials. All right, title, and interest in and to the Content and Services, including all intellectual property rights therein (collectively “Company Materials”), are and will remain with. Customer has no right, license, or authorization with respect to any of the Company Materials except as expressly set forth herein. All other rights in and to the Company Materials are expressly reserved by Company. Furthermore, Customer will comply with all provisions regarding intellectual property rights present in the Terms of Use and EULA.

  2. Subscription Term and Termination.

    5.1.Subscription Initial Term. If a Customer has ordered a subscription of Content and Services, the initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect for the time period (monthly or annually) identified on the Website or Mobile Application at the time of Checkout.

    5.2.Subscription Renewal Term. If the Customer has selected a recurring monthly subscription to the Paid Content and Services, this Agreement will automatically renew for up to unlimited additional successive 1 month terms unless earlier terminated pursuant to this Agreement’s express provisions or either party terminates the subscription in accordance with the terms of this Agreement. Terms of Use or EULA (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”). If a Customer has selected a recurring annual subscription to the Paid Content and Services, this Agreement will automatically renew for up to unlimited additional successive 1 year terms unless earlier terminated pursuant to this Agreement’s express provisions or either party terminates the subscription in accordance with the terms of this Agreement. Terms of Use or EULA (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).

    5.3.Cancelling Subscription. To cancel any Subscription Customer has to Content and Service the Customer can manually terminate the subscription by:

  • Logging in to Customer’s account.
  • Selecting "Settings"
  • Selecting "View Plan"
  • Selecting "Cancel Plan"
Alternatively the Customer can contact the Company to terminate the subscription by emailing code@oneclickcode.comwith a request to terminate the subscription along with the Customer’s account information.

5.4.Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

  • All rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; and
  • Company may disable all Customer access to the Content and Services
  1. General Provisions.

    6.1.Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

    6.2.Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 6.2):

    If to Company: 333 W Hampden Ave, Suite 715, Englewood CO 80110

    E-mail:code@oneclickcode.com

    Attention: Legal

    If to Customer:To the email address provided by customer at the time of registration.

    Notices sent in accordance with this Section 6.2 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the fifth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

    6.3.Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

    6.4.Amendment and Modification Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

    6.5.Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    6.6.Governing Law; Submission to Jurisdiction. This Agreement is 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 that would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States located in Denver, CO or the courts of the State of Colorado located in Boulder, CO, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

    6.7.Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

    6.8.Changes. Company may revise and update these Terms of Sale and Subscription from time to time in their sole discretion. All changes are effective immediately when the Company posts them ay www.oneclickcode.com/news and provides the Customer with notice of such changes as set forth in Section 6.2 However, any changes to Section 6.6 will not apply to any disputes for which the parties have actual notice on or prior to the date the change is made.