Membership Agreement

This membership agreement (this “Agreement”) between the person executing this Agreement by clicking below (“you”) and BIM Depot LLC, an Illinois limited liability company (“Provider”), is effective as of the date you indicate your agreement hereto by clicking below and submit your payment for the initial Membership Fee (the “Effective Date”). The parties hereby agree as follows:

DEFINITIONS.

“Content” means any digital file contained or made available to you in the course of using the Service.
“Customer Data” means all information, data and other content provided by you for your benefit in connection with your authorized use of the Service.
“Service” means the online digital download services offered by Provider as described on the Site and to which you are provided access under this Agreement.
“Site” means the website located at www.bim-depot.com.

SERVICE.

Start Up. You will identify an administrative user name and password that will be used to set up your account. Your account and the Service granted thereunder may be accessed and used only by you. You may not share your username or password with any other person or provide any other person with access to your account. If you are a business or other organization with employees, agents or other personnel for whom you would like to procure the Service, you must register and pay the Membership Fee for each such employee, agent or other personnel. Without limitation of the foregoing, you will be responsible for the acts or omissions of any person who accesses your account. BIM Depot reserves the right to refuse registration of, or to cancel, accounts that violate the terms and conditions set forth in this Agreement.
Access Grant. Subject to all terms and conditions of this Agreement and payment of the Membership Fee, during the Term, BIM Depot grants you the right to make unlimited downloads of the Content for no additional consideration (the “Service”).
Digital Download Terms. Your access and use of the Service shall be subject to BIM Depot’s Privacy Policy (which can be found at www.bim-depot.com/pages/privacy-policy) (the “Privacy Terms”) and, with respect to each individual download of Content, BIM Depot’s Digital Download Terms (which can be found at www.bim-depot.com/pages/digital-download-terms) (the “Download Terms”).

PAYMENTS.

Payment Terms.

You shall pay the annual fee as set forth on the Site (“Membership Fee”) and all applicable taxes and other charges for the right to use the Service. You shall pay the Membership Fee and any such taxes and other charges in advance.
All payment obligations are non-cancelable and, except where expressly stated otherwise in this Agreement, all amounts paid are nonrefundable. You must provide BIM Depot with valid credit card as a condition to entering into this Agreement. You hereby authorize BIM Depot to charge the Membership Fee to your credit card on the date of this Agreement and on the first date of each Renewal Term. If BIM Depot is unable to charge the Membership Fee to your credit card on the date due, this Agreement, and your access to the Services, shall automatically and immediately terminate.

Taxes. The Membership Fee amount set forth on the Site is exclusive of applicable taxes and similar assessments and payment processing charges, and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon BIM Depot’s net income.

GENERAL LEARNING; AGGREGATE DATA.

You agree that BIM Depot is free to disclose aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Service (including without limitation, that which it could have acquired performing the same or similar services for another customer). You agree that (a) BIM Depot shall have the right to compile and analyze, on an aggregated and de-identified basis, Customer Data and data derived or collected from your use of the Service (collectively, “Compiled Data”) and to prepare reports, studies, analyses and other work product resulting from such Compiled Data on an anonymous basis (“Reports”) and (b) BIM Depot shall have exclusive ownership rights to, and the exclusive right to use and disclose such Compiled Data and Reports for any purpose, including, but not limited to (i) advertising, marketing, and promotion of networking opportunities to other customers and prospective customers of the Services, (ii) operating, managing, maintaining and improving the Services and BIM Depot’s other products and services, and (iii) developing and distributing benchmarks and similar reports and databases. All Compiled Data and Reports shall be in aggregated format only, with any data elements that can be used to identify you or a specific individual removed and BIM Depot shall not distribute any Compiled Data or Reports in a manner that is identifiable as Customer Data without first obtaining your prior written consent.

TERM AND TERMINATION.

Term. This Agreement shall commence on the Effective Date and continue in effect for one year (the “Initial Term”). Thereafter, this Agreement will be extended automatically for additional terms of one year each (each “Renewal Term”) at the end of the Initial Term and each Renewal Term (the Initial Term and each Renewal Term, the “Term”), unless either party gives written notice of non-renewal prior to the end of the then-current Initial Term or Renewal Term, as applicable.

DISCLAIMERS.

The limited warranties and remedies set forth in sections 6.1 are exclusive, and except as otherwise expressly stated in section 6.1 or the download terms, all services provided by BIM Depot hereunder are provided without any other representation or warranty of any kind. Without limiting the foregoing, BIM Depot and its licensors makes no representation or warranty (i) that the service will meet your requirements or expectations, (ii) that the service will be uninterrupted, error-free or bug-free, (ii) regarding the security, reliability, timeliness, or performance of the service, or (iii) that any errors or defects in the service will be corrected. To the fullest extent permitted by law. BIM Depot hereby disclaims (for itself and its licensors and suppliers) all other warranties, whether express or implied, oral or written, including without limitation, all implied warranties of title, non-infringement, merchantability or fitness for any particular purpose and all warranties arising from any course of dealing, course of performance or usage of trade.
You acknowledge and agree that the service to which you have access is a tool to be used by you in the course of exercising your professional judgment. The service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. BIM Depot is not responsible for any delays, delivery failures, or other damage resulting from such problems outside of its reasonable control. Additionally, BIM Depot and its licensors shall not be responsible for any service interruptions, including, without limitation, power outages, system failures or other interruptions. No advice or information obtained by you from BIM Depot or from any third party or through the service shall create any warranty not expressly stated in this agreement. No BIM Depot agent or employee is authorized to make any expansion, modification or addition to this limitation and exclusion of warranties in this agreement.
Except as otherwise set forth in the Download Terms, BIM Depot shall not be responsible or liable for: (i) any omissions, delays, inaccuracies or any other failure caused by your computer systems, hardware or software (other than the Service), including by interfaces with such third party software, or any inaccuracies that such systems may cause within the Service; or (ii) any data that BIM Depot receives from you or any third party sources and including the data’s accuracy or completeness, or any decisions made by you or any other party. You agree that BIM Depot shall have no responsibility or liability for any damages arising in connection with access to or use of the Service by you or any other party, other than as expressly authorized by this Agreement.

INDEMNIFICATION.

Infringement. Except as provided below, BIM Depot agrees to (a) defend you against any demand, claim, action or suit by a third party that the Service infringes any US patent or copyright or misappropriates any trade secret of such third party and (b) indemnify you for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded to such third party by a court of competent jurisdiction or agreed to as part of a monetary settlement arising out of such claim; provided, that (i) you promptly provide BIM Depot written notice thereof and reasonable cooperation, information, and assistance in connection therewith, and (ii) BIM Depot shall have sole control and authority to defend, settle or compromise such claim. If the Service becomes or, in BIM Depot’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, BIM Depot may, at its option (A) obtain for you the right to continue using the Service or (B) replace or modify the Service so that it becomes non-infringing without substantially compromising its principal functions. If (A) and (B) are not reasonably available to BIM Depot, then it may terminate this Agreement upon written notice to you and refund to you the Membership Fee for the then-current Initial Term or Renewal Term, as applicable, pro-rated for the remainder of such period.
Exclusions. BIM Depot shall have no liability or obligation to you hereunder with respect to any claim based upon (a) any use of the Content or the Service not strictly in accordance with this Agreement or the Download Terms, (b) your continuing allegedly infringing activity after being notified thereof or (c) your continuing use of any version of the Content after being provided modifications that would have avoided the alleged infringement. You agree to (i) defend BIM Depot against any claim by a third party that results from or arises out of any demand, claim, action or suit excluded under clauses (a) – (c) above and (ii) indemnify BIM Depot for settlement amounts and damages, liabilities, penalties, costs and expenses (including reasonable attorneys’ fees) awarded to such third party by a court of competent jurisdiction or agreed to as part of a monetary settlement and arising out of such claim.
Entire Liability. The foregoing states the entire liability of BIM Depot, and your exclusive remedy, with respect to any actual or alleged violation of intellectual property rights by the Service or any part thereof or by its use or operation.
Indemnification by You. You agree to indemnify, defend and hold harmless BIM Depot, its affiliates, and all their officers, directors, shareholders, employees and other agents for and against any damage, cost, liability, expense, claim, suit, action or other proceeding, to the extent based on or arising in connection with, with respect to your: (a) use of the Services in a manner not authorized by this Agreement, or in violation of applicable law, (b) any decisions made by you or any other party based on, relating to or otherwise in connection with your use of the Service, (c) violation of any term or condition of this Agreement or the Download Terms, including without limitation, applicable representations and warranties, or (d) negligence or willful misconduct.

LIMITATION OF LIABILITY. In no event shall BIM Depot (or its licensors or suppliers) be liable to you (or to any third party claiming under or through you) concerning the subject matter of this agreement, regardless of the form of any claim or action (whether in contract, tort, negligence, strict liability or otherwise), for any (a) matter beyond its reasonable control, (b) loss or interruption of use, or cost of procuring substitute technology, goods or services, (c) loss or cost as a result of decisions made in reliance on the service, (d) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits and goodwill or (e) damages, in the aggregate, in excess of the amounts paid to it hereunder with respect to the service that gave rise to the claim during the preceding 12-month period. These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein, even if the party from which damages are being sought (or such party’s licensors or suppliers) have been previously advised of the possibility of such damages.
Certain states or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to you to the extent not allowed in such state or jurisdiction.
GENERAL PROVISIONS.

Entire Agreement. This Agreement (including the Privacy Policy and the Download Terms) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. Any inconsistent or additional terms on any confirmation or similar form, even if signed by the parties after the date hereof, shall have no force or effect under this Agreement. No waiver, consent or modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any use of the terms “include,” “included” or “including” shall also be deemed to mean “but not limited to” or “without limitation.”
Third Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any party other than the parties to this Agreement.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, USA, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to this Agreement.
Dispute Resolution.

The parties hereby irrevocably and unconditionally agree that any suit, action or proceeding arising out of or related to this Agreement or the subject matter hereof shall be brought only in the state or federal courts located in Chicago, Illinois, and the specific choice from among the foregoing shall be determined by the party initiating such suit, action or proceeding. To the fullest extent permissible by law, the parties hereby consent to the personal jurisdiction, venue and forum of such courts and hereby irrevocably and unconditionally waive any claim or objection that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument.
Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury with respect to any litigation directly or indirectly arising out of or relating to this Agreement. Each party understands and has considered the implications of this waiver. Each party makes this waiver voluntarily.

Force Majeure. BIM Depot shall have no liability for any failure or delay in performance of its obligations under this Agreement because of circumstances beyond its reasonable control, including without limitation, acts of God, fires, floods, earthquakes, wars, civil disturbances, terrorism, sabotage, accidents, unusually severe weather, labor disputes, governmental actions, power failures, viruses that are not preventable through generally available retail products, inability to obtain labor, material or equipment, catastrophic hardware failures, usage spikes, attacks on BIM Depot’s server, or any inability to transmit or receive information over the Internet, (each, a “Force Majeure Event”) nor shall any such failure or delay give you the right to terminate this Agreement. If there is an act or event that constitutes a force majeure event under a contract between BIM Depot and any of its vendors, subcontractor or other third party contractor, as the case may be, then that act or event is a Force Majeure Event as to BIM Depot.
Third Party Interactions. During use of the Service, you may enter into correspondence with, purchase goods or services from, or participate in promotions of advertisers, sponsors or other third parties showing their goods or services through the Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between you and the applicable third party. BIM Depot and its licensors shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between you and any such third party. BIM Depot does not endorse any sites on the Internet that are linked through the Service. BIM Depot provides these links to you only as a matter of convenience, and in no event shall BIM Depot or its licensors be responsible for any content, products, or other materials on or available from such sites. BIM Depot provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third party providers of ancillary software, hardware, or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
Notices. Any notice or communication hereunder shall be in writing and sent via email. Any notice or communication to BIM Depot shall be sent to support@bim-depot.com. Any notice or communication to you shall be send to the email address under which your account is registered.
Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party’s written consent, not to be unreasonably withheld. However, without consent, BIM Depot may assign this Agreement to any successor to all or substantially all of its business that concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise). Any assignment in violation of this Section shall be deemed null and void ab initio. BIM Depot may use contractors and other third party service providers in performing the Service. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
EXECUTION. By checking “I accept the terms of service.”:

You acknowledge that you have read this agreement and understand it.
In consideration of BIM Depot’s agreement to provide the service, you agree to be bound by this agreement.
You further agree that it is the complete and exclusive statement of the agreement between you and BIM Depot, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and BIM Depot relating to the subject of this agreement

All question and comments can be submitted through the contact form.

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