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LEGAL NOTICES - PLEASE READ THESE TERMS CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF THE ASCRIBE^TM SERVICE.

THIS AGREEMENT, AS AMENDED FROM TIME TO TIME, GOVERNS YOUR USE OF THE ASCRIBE^TM CONTENT PORTFOLIO MANAGEMENT PLATFORM MADE AVAILABLE BY CLASSIC LABS LLC ("CLASSIC LABS") AT WWW.ASCRIBEHQ.COM (THE "SERVICE"). BY ACCESSING AND USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

CLASSIC LABS MAY CHANGE THE AGREEMENT TERMS FROM TIME TO TIME IN ITS SOLE DISCRETION UPON REASONABLE NOTICE, AND YOUR USE OF THE SERVICE AFTER NOTICE OF CHANGES WILL CONSTITUTE YOUR AGREEMENT TO ABIDE BY THE AGREEMENT TERMS AS CHANGED. IF YOU DO NOT AGREE TO THE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICE.

IF YOU ARE ACCESSING THIS SITE ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCESS THE SERVICE ON THE ENTITY'S BEHALF. YOU, AND THE ENTITY FOR WHICH YOU ARE ACCESSING THE SERVICE, IF APPLICABLE, ARE REFERRED TO JOINTLY AND SEVERALLY AS "SUBSCRIBER."

1. SERVICE; PORTFOLIO.
   • Project Portfolios. The Service will consist of a hosted website through which Subscriber may contribute to and share a portfolio of content regarding construction projects with which Subscriber has been associated (each such portfolio a "Project Portfolio"). A particular construction project will have no more than one Project Portfolio, which will consist of information and other content submitted by subscribers that worked on that construction project. Subscriber may create the Project Portfolio for a particular construction project, provided that Subscriber worked on the project. The Project Portfolio creator must provide certain primary and basic information about the project.
   • Subscriber Portfolio. Using Content from different Project Portfolios, Subscriber will create an individual portfolio of Content (defined below) regarding construction projects on which it has worked (a "Subscriber Portfolio"). Subscriber will, within a month after executing this Agreement, link its Subscriber Portfolio to a particular web address for Subscriber's primary web site (the "Subscriber Site"), which Subscriber will designate for Classic Labs upon subscribing to the Service. Subscriber is solely responsible for modifying the Subscriber Site as necessary, and for any software or hardware required, to link the Subscriber Portfolio to the Subscriber Site.
2. ACCESS OF SERVICE.
   • Access; Administrator Password. Within a reasonable time after Subscriber's execution of this Agreement, Classic Labs will provide Subscriber with a master administrative user ID name and password, which will allow Subscriber to access and use the Service (the "Administrator Password"). The Administrator Password will also enable Subscriber to administer access to the Service, and manage, maintain and update certain Content. Subscriber will keep the Administrator Password confidential and will not use it for any unauthorized purpose. Subscriber is responsible for all use of the Service under its Administrator Password. Classic Labs will have no responsibility for any loss of an Administrator Password. Classic Labs will reissue an Administrator Password only in accordance with Classic Labs' then-current security procedures. Subscriber will immediately inform Classic Labs if the confidentiality of an Administrator Password or other password for the Service is compromised. Classic Labs is entitled to and will rely upon all instructions received by it using identification codes and passwords as authentic, valid and fully authorized instructions. Classic Labs is not responsible for unauthorized or improper use of any identification code or password and does not assume any responsibility or obligation to monitor or review the use of any identification code or password. All data generated by and through Subscriber's access will reside on Classic Labs' server, and Classic Labs will have the right to use the information in accordance with its Privacy Policy, a copy of which may be found at [insert hyperlink].
   • Users. Subscriber will use the Administrator Password to administer Site access for those individuals for whom Subscriber has activated an account for the Service (each a "User"). Subscriber will issue and administer a personalized password for each User. Subscriber assumes sole responsibility for the activities of its Users and for the security of the Administrator Password and each password activated, deactivated or otherwise administered for any individual (collectively "Passwords"). A Password (including Administrator Password) may be cancelled or suspended by Classic Labs at any time for any reason. Subscriber will be responsible for any unauthorized use of the Service under any Password. Classic Labs and its representatives will have the right to monitor information pertaining to Subscriber, its online account, and use of the Site. Subscriber will notify Classic Labs immediately of any unauthorized use of a Password or any other breach of security. Classic Labs will not be liable for any loss or damage arising from Subscriber's failure to comply with this Section.
   • Children. Subscriber will not activate an account for anyone who is under the age of 13. Subscriber is responsible for verifying the age of its Users.
   • Suspension of Access. Classic Labs reserves the right to suspend Subscriber's access to the Service and/or terminate this Agreement immediately: (a) if Classic Labs reasonably believes that an identification code or password is being used, or data is being accessed, modified or transmitted fraudulently or without proper authorization; (b) if Classic Labs reasonably believes that the continued provision of the Service to Subscriber may result in harm or injury to Classic Labs or to a third party; (c) if Classic Labs reasonably believes that the continued provision of the Service to Subscriber would violate any law, regulation, governmental order or the rights of a third party; (d) if Classic Labs receives an order to discontinue the provision of the Service to Subscriber from a court, governmental or regulatory authority; (e) if the continued provision of the Service to Subscriber prevents or materially interferes with the use of the Service by any other Subscriber; or (f) if Subscriber abuses the Service or violates the terms of this Agreement.
   • No Exclusivity. Classic Labs may provide the Service to any other subscriber, including a competitor of Subscriber.
3. SERVICE CONTENT.
   • Content. Subscriber acknowledges and agrees that the Site will function solely as a conduit for the receipt, storage, management and transmission of content supplied by subscribers of the Service (the "Content"). Content may include, without limitation, photographs, drawings, plans, specifications, and audiovisual works. Classic Labs may, but is not obligated to, monitor, exercise control over, or review, evaluate, or assess any Content. Classic Labs will have the right (but not the obligation) in its sole discretion to pres-screen, refuse, or remove any Content that is available through the Service. Subscriber will evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of the Content.
   • Subscriber Content. Content that is provided to the Service by Subscriber and its Users (including the Subscriber Mark defined below) (collectively "Subscriber Content") will be available for use by other subscribers. Subscriber hereby grants to Classic Labs a perpetual, worldwide, royalty-free, fully paid-up irrevocable right and license, which Classic Labs may sublicense to subscribers to the Service and to affiliates of Classic Labs, to: (a) use, copy, reproduce, perform, display, publish and distribute (internally and externally) copies of, the Subscriber Content (including any trademarks that consist of text or that are embedded or incorporated into such Subscriber Content, e.g., a logo in a product image), in connection with the Service, and in advertising and other marketing communications promoting the Service; and (b) adapt, modify, re-format and create derivative works of such Subscriber Content which derivative works are also subject to the license set forth in clause (a). Classic Lab's rights to the Subscriber Content will apply to the Subscriber Content in any form or medium, whether now known or hereafter known.
   • Content Violation. As between Subscriber and Classic Labs, Subscriber has complete responsibility for any claim that any Content was unlawfully or improperly delivered, received, stored, processed, copied, adapted, reproduced, published, transmitted or divulged, and any other similar claims arising out of Subscriber's or another party's proper or improper use of the Content. If notified by a subscriber of communications that allegedly do not conform to this Agreement, Classic Labs may investigate the allegation and determine in good faith and its sole discretion whether to remove or request the removal of the communication. Classic Labs has no liability or responsibility to users for performance or nonperformance of such activities. Classic Labs reserves the right to expel subscribers and prevent their further access to the Service for violating the terms or the law and the right to remove communications which are abusive, illegal, or disruptive. Classic Labs may take any action with respect to Content that it deems necessary or appropriate in its sole discretion if it believes it may create liability for Classic Labs or may cause Classic Labs to lose (in whole or in part) the services of its suppliers.
   • Subscriber Content Warranty. Subscriber represents and warrants to Classic Labs that (i) Subscriber has the rights to grant Classic Labs and other subscribers the rights that Subscriber purports to grant in this Agreement; (ii) Subscriber Content is accurate and not misleading; and that (iii) Subscriber Content will not interfere with, infringe on, violate, or misappropriate any intellectual property or other proprietary rights owned or possessed by any third party.
   • Subscriber Mark. Subscriber will provide Classic Labs with an electronic copy of its primary trademark or services mark ("Subscriber Mark"). The Subscriber Mark is considered Subscriber Content. Subscriber hereby grants to Classic Labs a perpetual, worldwide, royalty-free, fully paid-up irrevocable right and license, which Classic Labs may sublicense to subscribers to the Service and to affiliates of Classic Labs, to: use, copy, reproduce, perform, display, publish and distribute (internally and externally), the Subscriber Mark, solely to indicate Subscriber's participation in a particular construction project. As used in each Project Portfolio, the Subscriber Mark will link to the Subscriber Site.
   • Limitation. Subscriber acknowledges that data entry, communication and storage are subject to a possibility of human and machine errors, omission, delays, down time, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage or which may prevent access to the Service. Classic Labs will not be liable in any way to Subscriber or Users for errors, omissions, delays, interruptions, or losses, unless caused by Classic Labs' willful misconduct.
   • Restrictions on Use. Except as otherwise agreed upon in writing, Subscriber will: (a) not make copies of or publicly display, perform, distribute any materials used to provide the Service, except as expressly permitted under this Agreement; (b) not interfere, breach or abuse the security measures implemented to limit access and protect the Service and the resources used to provide the Service; (c) not intentionally disrupt or interfere with the operation of the Service or the resources used to provide the Service; (d) not transmit through the Service any virus, trojan horse, or similarly harmful, disruptive or destructive computer program, script or object; (e) not monitor, mirror, copy, summarize or create any derivative work from any website through which some or all the Service is provided or any materials used to provide the Service (including the underlying software); (f) implement any overlay, popup, banner or similar display at, on, or after the exit from any website through which the Service is provided; (g) not use another person's account or password to access the Service or otherwise obtain unauthorized access to the Service or the data or information of another person; (h) not disclose to any other person the password provided to a person for such person's exclusive use to access the Service; (i) not use the Service in any illegal manner or for any illegal purpose, or any other manner or purpose that would expose Classic Labs or its service providers to civil or criminal liability; (j) not use the Service to transmit any form of unsolicited commercial e-mail or similar messages; (k) not transmit or communicate to Classic Labs or its service providers any information that is illegal or which it does not have permission to transmit or communicate; (l) reverse engineer, decompile or reverse assemble any software used to provide the Service; (m) use the Service in any manner that could reasonably be expected to damage, disable, overburden or impair the Service; (n) interfere with the security of, or otherwise abuse the Service or the system resources, accounts, servers or networks connected to or accessible through the Service; (o) not permit any person under the age of 13 to access or use the Service; (p) not undertake any unlawful purpose, including without limitation, storing, publishing, transmitting, or otherwise distributing information or material that is unlawful, defamatory, obscene, libelous, invasive of another's privacy, or that infringes the intellectual property rights of any person or entity, or that in any way constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or international law, order or regulation; and (q) attempt, or permit or authorize any other person to do, or omit to restrict any User from doing, any of the foregoing. Classic Labs reserves the right to suspend or restrict the provision of the Service as reasonably required to enforce the foregoing. Subscriber will notify Classic Labs promptly of any violation of these provisions by other subscribers.
   • Links. The Service may provide, or third parties may provide, links to other web sites or resources. Linked sites are not under the control of Classic Labs, and Classic Labs is not responsible for the content of any linked site or any link contained in a linked site. Classic Labs reserves the right to terminate any link or linking program at any time. Classic Labs provide the links only as a convenience to you. Classic Labs does not endorse, test or verify any information, programs, companies, or products on sites to which it links. If you decide to access any third party site linked to the Service site, then you do so entirely at your own risk.
   • Privacy. Content will be handled as set forth in Classic Labs' Privacy Policy, a copy of which may be found at Privacy Policy. Subscriber acknowledges that Content will be available to one or more third party service providers as necessary in connection with the Service and Site.
4. PAYMENTS.
   • Credit Card / Debit Card. Unless otherwise agreed by the parties, all Service fees will be charged on an annual basis to Subscriber's credit card or debit card ("Card Payment"). Classic Labs will collect Subscriber's annual Service fees in advance automatically through a Card Payment. Subscriber authorizes its credit card issuer to pay the Service fees without requiring a signed receipt, and Subscriber agrees that this Agreement is to be accepted as authorization to the issuer of the credit card to pay all such amounts. By authorizing Classic Labs to collect a Card Payment, Subscriber authorizes Classic Labs or its representatives or agents to automatically continue charging that card (or any replacement card account if the original card is renewed, lost, stolen, or changed for any reason by the credit-issuer, and such issuer informs Classic Labs of such new replacement card account) for all Service fees. Classic Labs or its billing agent may continue to attempt to charge and/or place holds with respect to all Service fees due, or any portion thereof, to Subscriber's credit card or debit card until such amounts are paid in full. If Classic Labs does not receive payment from Subscriber through a Card Payment, then Subscriber will pay all amounts due upon demand by Classic Labs. Subscriber will provide Classic Labs with updated credit card information upon Classic Labs' request and any time the information Subscriber previously provided is no longer valid. If Subscriber mistakenly provides a debit card number, instead of a credit card number, then Subscriber authorizes all charges described herein to be applied to such debit card unless and until Subscriber provides a credit card number. Classic Labs will not have any liability whatsoever for any non-sufficient funds or other charges incurred by Subscriber as a result of such attempts to collect a Card Payment.
   • Invoices. If Subscriber does not pay by credit or debit card, then Classic Labs will submit invoices for fees due by Subscriber. Each invoice will be due and payable within fourteen (14) days of receipt by Subscriber. Subscriber will pay a late payment charge at the rate of one and one-half percent (1-1/2%) per month, or at the maximum late payment charge permitted by applicable law, whichever is less, on any unpaid amount for each calendar month (or portion thereof) that any payment is in default. Classic Labs may apply any payment received to any delinquent amount outstanding.
   • Payment Failure. Classic Labs may immediately suspend or terminate Subscriber's Services if Classic Labs is unable to process a Card Payment, or if Subscriber fails to pay any of the Service fees.
   • Taxes. Classic Labs' rates and charges do not include any amounts for taxes. Subscriber will pay all applicable taxes levied by any tax authority based upon this Agreement, excluding any taxes based upon Classic Labs' income.
5. TERMINATION.
   • Termination. Either party may terminate this Agreement for any or no reason upon thirty days' written notice. Upon termination of this Agreement, Subscriber and its Users will not have any right to use the Service. Outstanding invoices for fees, if any, will become immediately due and payable to Classic Labs. Within a reasonable time after termination of this Agreement, Classic Labs will provide, or make available, a copy of the Subscriber Content.
6. WARRANTIES; DISCLAIMERS. THE SERVICE IS PROVIDED 'AS-IS.' CLASSIC LABS MAKES NO WARRANTY, GUARANTEE OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, THE SITE, OR THE OPERATION, CAPACITY, SPEED, AVAILABILITY, FUNCTIONALITY, CAPABILITIES OR SECURITY OF ANY EQUIPMENT, SOFTWARE OR SERVICES USED BY CLASSIC LABS AND ITS SERVICE PROVIDERS IN CONNECTION WITH THE SERVICE OR SUBSCRIBER'S USE OF THE SERVICE AND SITE. CLASSIC LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. CLASSIC LABS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR THAT ACCESS WILL BE UNINTERRUPTED
7. LIMITATIONS OF LIABILITY
   • Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLASSIC LABS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF CLASSIC LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF SUBSCRIBER IS DISSATISFIED WITH ANY PORTION OF THE SERVICE, SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICE.
   • Limitation. NOTWITHSTANDING ANY DAMAGES THAT SUBSCRIBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CLASSIC LABS UNDER ANY PROVISION OF THIS AGREEMENT, AND SUBSCRIBER'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, WILL BE LIMITED TO ONE YEAR'S WORTH OF SUBSCRIPTION FEES.
   • Subscriber Use. ALL RISK ASSOCIATED WITH USING THE SERVICE REMAINS SOLELY WITH SUBSCRIBER AND ITS USERS.
8. INDEMNITY. Subscriber will indemnify and hold Classic Labs, its third-party providers, subcontractors and agents, and each of their successors, officers, directors, employees, and agents, harmless from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, penalties, fines, judgments, settlements, expenses (including attorneys' and accountants' fees and disbursements) and costs (collectively, "Claims"), incurred by, borne by or asserted against any of such parties to the extent such Claims in any way relate to, arise out of, or result from (a) Subscriber's use of the Services; (b) Subscriber's acts, omissions or breaches of this Agreement; (c) any Subscriber Content or the Subscriber Site; or (c) loss or damage suffered by any third person related to the Service, Subscriber Content, the Subscriber Site, or unauthorized use of Subscriber's user ID and password.
9. GENERAL TERMS AND CONDITIONS.
   • Independent Contractor. Classic Labs and Subscriber are independent contractors and nothing in this Agreement will be deemed to make either party an agent, employee or joint venturer of the other.
   • Delays. Neither party will be liable to the other party for any delay or failure to perform its obligations (excluding payment obligations) if the delay or failure arises from any cause beyond the reasonable control of that party.
   • Notices. All notices given under this Agreement will be in writing and mailed by regular first-class mail or expedited mail service, postage prepaid, and addressed to the parties at the addresses set forth above or at such other addresses as the parties may designate in writing.
   • Assignment. Subscriber will not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of Classic Labs.
   • Waiver. No provision of this Agreement will be deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach of the other party, whether express or implied, will not be a consent to, waiver of, or excuse for any different or subsequent breach.
   • Binding Effect. This Agreement will be binding upon and inure to the benefit of Classic Labs and Subscriber and their respective legal representatives, successors and authorized assigns.
   • Electronic Contracting. This Agreement may be executed electronically through the Site. A record, signature, or manifestation of assent will not be denied legal effect solely because it is in electronic form. This Agreement will not be denied legal effect or enforceability solely because an electronic record was used in its formation.
   • Counterparts. This Agreement may be executed simultaneously in one or more counterparts each of which will be deemed an original, but all of which together will constitute one and the same instrument.
   • Severability. If any provision of this Agreement will be prohibited or unenforceable by any applicable law, the provision will be ineffective only to the extent and for the duration of the prohibition or unenforceability, without invalidating any of the remaining provisions.
   • Governing Law. This Agreement will be governed by and interpreted according to the laws of the State of Michigan, without reference to law pertaining to choice of laws or conflict of laws.
   • Statute of Limitations. No party may commence an action under this Agreement more than two (2) years after the expiration of its term, or, in the event of a breach, more than two (2) years after the occurrence of the breach, or, in the event the breach is not discovered by the injured party when it has occurred, more than two (2) years after the breach could, in the exercise of due diligence, have been discovered by such party.
   • Entire Agreement. This Agreement constitutes the entire agreement between Classic Labs and Subscriber with respect to the subject matter of this Agreement and supersedes all earlier agreements and understandings, oral and written, between the parties. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. The terms and conditions of any purchase order or other instrument issued by Subscriber that are in addition to or inconsistent with this Agreement will be of no effect and will not be binding on Classic Labs.

IF ACCESS TO THIS SITE IS UNDER AN ADMINISTRATOR PASSWORD, THEN USER HEREBY ACCEPTS THE TERMS OF THIS AGREEMENT AS AN INDIVIDUAL AND ON BEHALF OF THE SUBSCRIBER FOR WHICH CLASSIC LABS ISSUED THE ADMINISTRATOR PASSWORD.

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