By using the Submittal Exchange for Subcontractors web site, a service of Submittal Exchange, LLC ("Submittal Exchange"), you are agreeing to be bound by the following terms and conditions ("Terms of Use"). "You" shall mean the end user and the end user's company. Submittal Exchange reserves the right to update and change the Terms of Use from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and functionality, shall be subject to the Terms of Use. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Use at any time at:

http://www.submittalexchange.com/public/subcontractors_terms.aspx

1. License Grant

Subject to the terms and conditions set forth in these Terms of Use, Submittal Exchange, LLC ("Submittal Exchange") 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 www.submittalexchange.com (the "Site") for the sole purpose of transmitting and tracking construction submittals for your project(s) (the "Service"). All rights not expressly granted to You are reserved by Submittal Exchange.

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 Submittal Exchange 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 Submittal Exchange of the unauthorized use of your username and password. Submittal Exchange may suspend Your account and/or terminate Your use of the Site and Service in Submittal Exchange's 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, Submittal Exchange 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 Submittal Exchange permission to verify any and all information given now or at any time in the future. You agree that Submittal Exchange's 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 Submittal Exchange does not routinely perform background checks on Users and assumes no liability for the accuracy of User Information provided.

2.2 Use Restrictions

2.2.1 Use by Competitors. Unless You obtain Submittal Exchange's 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 Submittal Exchange. 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. You shall not use the Service for any other purposes or projects not expressly authorized by Submittal Exchange. 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 Submittal Exchange. Submittal Exchange has no obligation to monitor the Site; however, you acknowledge and agree that Submittal Exchange 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 Submittal Exchange; 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. Submittal Exchange 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 Submittal Exchange may modify the Service and/or Site in its sole discretion at any time.

3.2 Intellectual Property

3.2.1 Submittal Exchange 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 and, excluding User Data (as defined below), all other information provided by You or any other party relating to Service or Site functionality or organization, including but not limited to any graphics, content, features, layouts, templates or materials provided by Submittal Exchange on the Site, any suggestions, ideas, enhancement requests, feedback, recommendations, modifications, or derivative works related to the Site and/or 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. Submittal Exchange 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 Submittal Exchange or Submittal Exchange for Subcontractors name, 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 Submittal Exchange and agree to execute all documents reasonably requested by Submittal Exchange to demonstrate such assignment and to provide any information and cooperation reasonably requested by Submittal Exchange in order for Submittal Exchange to protect and enforce its rights therein.

3.3 User Data. Submittal Exchange 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 Submittal Exchange, 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 Submittal Exchange shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data.

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 Submittal Exchange 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 Submittal Exchange's 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 Submittal Exchange 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 Submittal Exchange for which there will be no adequate remedy at law and Submittal Exchange 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 Submittal Exchange's request, You shall purge all Confidential Information from Your computer system(s) and at Submittal Exchange's option, either (a) destroy all Confidential Information in Your possession, or (b) return all Confidential Information in Your possession to Submittal Exchange. 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 Submittal Exchange.

5. Third Party Products and Services

5.1 Third Party Software. The Service and/or Site contain some Third Party Software for which Submittal Exchange 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, Submittal Exchange 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.Pricing and Cancellation

6.1 Billing. A valid credit card is required for paying accounts. If You initially sign up for a Trial account, and You don't cancel that account within 30 days, You will be billed monthly starting on the 30th day after Your account was initially created. The service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. No exceptions will be made.

6.2 Taxes. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties.

6.3 Upgrades and Downgrades. For any upgrade or downgrade in plan level, the credit card that You provided will automatically be charged the new rate on Your next billing cycle. Downgrading Your plan may cause the loss of features and User Data. Submittal Exchange does not accept any responsibility or liability for such loss.

6.4 Cancellation. You are solely responsible for properly cancelling your account. You can cancel Your account at any time by completing the online support form and requesting cancellation. A Submittal Exchange for Subcontractors team member may confirm the cancellation request via phone. All of your User Data will be deleted from the Service following cancellation. The information cannot be recovered once your account is cancelled. If You cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and You will not be charged again.

6.5 Pricing Changes. Pricing for the Service, including but not limited to monthly subscription plan fees, are subject to change upon 30 days notice. Such notice may be provided at any time by posting the changes to the Site or by email.

6.6 Currency. All prices are stated and will be billed in U.S. dollars.

6.7 Technical Support. Technical support is only provided to paying account holders and is only available via the online support form and email.

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 Submittal Exchange, 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

Submittal Exchange is not engaged in the practice of architecture or engineering and does not provide any independent review or approval of submittals or other documents on the Site or enforce any submittal schedule. Responsibility for timely submittals remains with You, and none of Submittal Exchange's services or actions should be construed to relieve You of your exclusive responsibility for those obligations. You have sole responsibility for the accuracy, quality, integrity, legality and reliability of all User Data.

SUBMITTAL EXCHANGE 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. SUBMITTAL EXCHANGE 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 SUBMITTAL EXCHANGE 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

SUBMITTAL EXCHANGE'S 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. SUBMITTAL EXCHANGE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

11. Limitation of Liability

NEITHER SUBMITTAL EXCHANGE 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 SUBMITTAL EXCHANGE 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 SUBMITTAL EXCHANGE 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 SUBMITTAL EXCHANGE'S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS OF USE EXCEED THE GREATER OF $100.00 USD OR THE FEES PAID BY YOU TO SUBMITTAL EXCHANGE 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 Submittal Exchange 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. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government.

13. Notice

Where required, Submittal Exchange may give notice to You by a general posting on the Site or by electronic mail to Your e-mail address if on record with Submittal Exchange. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after posting to the Site or twelve (12) hours after sending (if sent by electronic mail). You may give notice to Submittal Exchange by electronic mail to the address below. If you have any questions about these Terms of Use, the practices of the Site, or your dealings with Submittal Exchange, please e-mail to subcontractors@submittalexchange.com.

14. Modification to Terms

Submittal Exchange 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

Submittal Exchange 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 Submittal Exchange's 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 Submittal Exchange. Any purported assignment in violation of this Article 16 shall be void and unenforceable.

17. Governing Law

In the event of any dispute related to the Site or the Service, the laws of the State of Iowa shall govern the validity, performance, enforcement, interpretation and any other aspect of these Terms of Use without regard to principles of conflicts of laws thereunder. Any proceeding arising from these Terms of Use shall be exclusively brought and exclusively maintained in a state or federal court situated in Polk County, Iowa, and You hereby consent to waive any objections to the exclusive personal jurisdiction of, and exclusive venue in, such courts. The terms and provisions of this Article 17 shall survive termination of these Terms of Use.

18. General

No text or information set forth on any other purchase order, preprinted form or document 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 Submittal Exchange, 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 Submittal Exchange as a result of these Terms of Use or use of the Site and/or Service. The failure of Submittal Exchange 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 Submittal Exchange in writing. These Terms of Use comprise the entire agreement between You and Submittal Exchange 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.

Questions or Additional Information:

If You have questions regarding these Terms of Use or wish to obtain additional information, please send an e-mail to subcontractors@submittalexchange.com