CONSTRUCTCOMPLY

1. ACCEPTANCE OF TERMS

These Terms and Conditions of Use ("Terms") govern access to and use of the ConstructComply platform, website, applications, and related services (collectively, the "Platform"), operated by ConstructComply, its affiliates, and licensors ("ConstructComply," "we," "us," or "our").

By accessing, registering for, or using the Platform, or by clicking "I Agree," you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not agree, you may not access or use the Platform.

2. DEFINITIONS

"Vendor" means any individual or entity that submits information, documents, or applications for compliance review, verification, approval, or monitoring through the Platform.

"Contractor" means any individual or entity that accesses vendor information, invites vendors, or uses the Platform for compliance review, risk management, or vendor discovery.

"Approval" means a status indicating that certain information was submitted and reviewed at a specific point in time. Approval does not constitute certification, endorsement, guarantee, or warranty.

3. PLATFORM PURPOSE AND DISCLAIMERS (ALL USERS)

ConstructComply is an information management, workflow, and monitoring platform only.

ConstructComply does not:

• Endorse, certify, recommend, guarantee, or insure any Vendor
• Supervise, direct, control, or monitor Vendor operations or performance
• Verify real-world conduct, safety practices, or workmanship
• Replace legal, regulatory, contractual, or due-diligence obligations
• Act as an insurer, broker, agent, guarantor, employer, or joint venturer

All information displayed on the Platform reflects data submitted by Vendors and reviewed at a specific moment in time and may change without notice.

4. VENDOR TERMS AND CONDITIONS

4.1 No Endorsement or Certification

Vendor acknowledges and agrees that any approval, verification, compliance status, or designation displayed on the Platform:

• Is not an endorsement or recommendation
• Is not a guarantee of safety, quality, fitness, or compliance
• Does not represent ongoing compliance
• Does not substitute for legal, regulatory, or contractual requirements

4.2 Vendor Responsibilities

Vendor is solely responsible for:

• The accuracy, completeness, and truthfulness of all submitted information
• Compliance with all applicable laws, regulations, and contractual obligations
• Maintaining required insurance, licenses, permits, and certifications
• Performance of all work, products, or services
• All acts, omissions, negligence, misconduct, or violations

4.3 Ongoing Obligations

Vendor agrees to promptly update expired, changed, or inaccurate information and to respond to deficiency notices, monitoring alerts, and requests for clarification. Failure to do so may result in suspension, revocation, or termination of access.

4.4 No Reliance by Vendor

Vendor acknowledges that ConstructComply does not control how Contractors rely on Vendor information and bears no responsibility for third-party reliance or decisions.

4.5 Vendor Indemnification

Vendor agrees to indemnify, defend, and hold harmless ConstructComply from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Vendor services, products, or operations
• False, misleading, or incomplete information
• Regulatory or legal violations
• Personal injury, property damage, or financial loss
• Claims asserted by Contractors or third parties

4.6 Limitation of Liability (Vendor)

To the maximum extent permitted by law, ConstructComply shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits or business interruption.

ConstructComply's total liability, if any, shall not exceed the total fees paid by Vendor to ConstructComply in the twelve (12) months preceding the claim.

4.7 Suspension and Termination

ConstructComply may suspend or terminate Vendor access at its sole discretion for non-compliance, false information, failure to remediate deficiencies, or risk to platform integrity.

5. CONTRACTOR TERMS AND CONDITIONS

5.1 No Replacement for Due Diligence

Contractor acknowledges that ConstructComply does not replace Contractor's own due-diligence, vetting, procurement, or risk-management processes. Contractor remains solely responsible for vendor selection and engagement decisions.

5.2 No Guarantee of Vendor Performance

ConstructComply does not guarantee Vendor quality, safety practices, financial condition, or compliance at the time of engagement. Vendor status reflects a point-in-time review only.

5.3 Use at Own Risk

Contractors use Vendor information at their own discretion and risk.

5.4 No Agency Relationship

Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship. ConstructComply is not a party to any agreement between Contractors and Vendors.

5.5 Contractor Indemnification

Contractor agrees to indemnify, defend, and hold harmless ConstructComply from claims arising from Contractor's use of the Platform or decisions to engage Vendors.

5.6 Access Control

ConstructComply reserves the right to approve, decline, suspend, or restrict Contractor access at its sole discretion.

5.7 Limitation of Liability (Contractor)

The limitation of liability in Section 4.6 applies equally to Contractors.

6. MONITORING AND DATA DISCLAIMERS

Monitoring is periodic, not continuous. ConstructComply does not guarantee real-time accuracy or completeness. The Platform may rely on third-party services and data sources.

7. MODIFICATION OF TERMS

ConstructComply may modify these Terms at any time. Continued access or use of the Platform requires acceptance of the updated Terms.

8. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction designated by ConstructComply, without regard to conflict-of-laws principles.

9. SEVERABILITY

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

10. ENTIRE AGREEMENT

These Terms constitute the entire agreement between the parties regarding use of the Platform and supersede all prior agreements or understandings.

11. CONTACT INFORMATION

Questions regarding these Terms may be directed to ConstructComply at [email protected].