Last Updated: July 6, 2023
Constructor, Inc. (“Constructor”, “we” or “our”) provides access to a proprietary online software platform (“Platform”) for teams of registered users (“Registered Users”), which we promote through our website located at flat.app (“Site”). These Terms of Service (“Terms”) govern your use of our Platform and Site, which we will collectively refer to as our “Services.”
BY REGISTERING, ACCESSING OR USING OUR SERVICES, YOU ARE AGREEING TO ABIDE BY THESE TERMS, AND THIS AGREEMENT TO OUR TERMS CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU AND CONSTRUCTOR. You must be at least 18 years old to register, access or use our Services. If you do not agree to these Terms, do not register, access or use our Services. If you wish to terminate this contract at any time you can do so by closing your Platform account and no longer accessing or using our Services. Constructor may revise and update these Terms at any time. Please review our Terms periodically for changes. Your continued use of the Services will mean you accept the revised Terms.
You agree not to engage in any of the following while using our Services:
upload, post, or transmit content through the Services that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, slanderous, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
use another person’s sign-in details to access the Platform, nor provide your sign-in details to any other person or entity;
violate the intellectual property rights of Constructor or third-parties, including, without limitation, copying or distributing content, technology and/or materials;
upload, post, email or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
imply or state that you are affiliated with or endorsed by Constructor without our express consent;
rent, lease, loan, trade, sell/resell or otherwise monetize the Services or related data or access to the same, without Constructor’s express consent;
monitor the Services’ availability, performance or functionality for any competitive purpose;
engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
stalk or otherwise harass another user of our Platform or any of our employees;
harass, threaten, intimidate, impersonate, or attempt to impersonate, any other person;
knowingly provide or submit false or misleading information;
upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or content for any purposes not authorized by these Terms;
upload, post, email or otherwise transmit any material that contains software viruses, Trojan horses, worms, time bombs, spiders, malware, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
attempt to interfere with or disrupt our servers or networks; and
intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law, including applicable international, federal, state, provincial or other local laws, rules or regulations relating to personal information, data privacy, information security, personally identifiable information, identity theft, data breach notification, trans-border data flow or data protection.
We have the right, but not the obligation, to monitor our Services to determine compliance with these Terms and any other operating rules we have established and to satisfy any law, regulation or authorized government request. We have the right in our sole discretion to remove any material submitted to or posted on our Services. We reserve the right to restrict, suspend, or terminate your account if you misuse our Services or if you violate these Terms.
Constructor does not collect credit card or bank account information from its users. Some of our features of our Services require you to pay a fee. You agree to pay these fees and any other charges incurred in connection with your username and password (including any applicable taxes) at the rates in effect when the charges were incurred. We process all charges automatically through a third-party payment processor. We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance. All fees and charges are nonrefundable, except in instances where we are unable or unwilling to provide the requested services.
Registered Users alone are responsible for the content they provide on the Platform and through the Platform (“User Generated Content”). Registered User assumes all risks associated with User Generated Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. Each Registered User represents that he/she owns or has the necessary permissions to use and authorize the use of the content comprising User Generated Content that you provide to the Platform.
As a Registered User, you may expose yourself to liability if, for example, your User Generated Content, including the responses you provide to our questions, contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.
Registered Users acknowledge and agree that Constructor may publicly disclose that it is or has provided its Platform to the organization associated with the email account you list in your registration information and may use this organization’s name and logo in its online, printed and other marketing and publicity materials to identify it as a Constructor customer. If you or your organization prefers Constructor not publicly disclose this information, please either provide only a personal email account not associated with a business in your registration or contact us.
Your Feedback and Suggestions
If you choose to give us feedback, such as suggestions to improve or modify our Services, we may act on your feedback in our sole discretion without further obligation to you. You understand and agree that by providing this feedback to us, you are irrevocably assigning any rights you may have in such to Constructor.
Constructor’s Intellectual Property Rights
The contents of our Services are protected by copyright, trademark and other intellectual property laws and, except as otherwise expressly set out in these Terms, may not be used, copied, reproduced, sold, published, distributed, displayed, retransmitted or modified, without the express prior permission of Constructor.
“Constructor™” and other graphics, logos, designs, page headers, button icons, scripts, and service names available on the Services are the trademarks of Constructor. These trademarks may not be used, including as part of trademarks and/or as part of domain names, keyword advertisements, or email addresses, in any manner that is likely to cause confusion.
Using Your User Generated Content to Provide Services to You
You retain all right, title, and interest in and to your User Generated Content in the form submitted to our Services. Subject to these Terms, and solely to the extent necessary to provide our Services to you, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display User Generated Content. Solely to the extent that reformatting User Generated Content for display in our Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your accounts in order to improve our Services or respond to your support requests.
Except as otherwise set forth in these Terms or our Privacy Notice, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of our Services, including any performance information relating to our Services will be deemed our Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than these Terms and that the Receiving Party remains responsible for compliance by them with the terms of this section. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
Copyright Infringement Complaints
If you believe that your copyrighted work appears on our Services in a way that constitutes copyright infringement, please send a written notice containing the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description specifying the location on our Services of the material that you claim is infringing;
A description of the copyrighted work that you claim has been infringed;
Your contact information;
A statement by you, of your good faith belief that the material is infringing and its use is not authorized;
A statement by you, made under the penalty of perjury, that the information you provided is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Please send your notice to email@example.com.
If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a written counter-notice containing the following information:
Your physical or electronic signature;
Identification of the material removed;
A statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or was misidentified;
Your full name and contact information; and
a statement that you consent to the jurisdiction of the Federal District court: (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the District of Massachusetts (if your address is located outside the United States) and, in either case, that you will accept service of process from the complainant or its agent submitting the notice.
Your Privacy and Security
Please know that Constructor respects your privacy. A complete statement of our current privacy practices can be found here (“Privacy Notice”). Our Privacy Notice is expressly incorporated into these Terms by this reference.
If you are a Registered User, you must notify us immediately of any known or suspected breach of security or unauthorized use of your registration credentials for the Platform.
Massachusetts law governs these Terms, as well as any claim, cause of action or dispute that might arise between you and Constructor, without regard to conflict of law or choice of law rules. We make no representation that our Platform is appropriate, legal or available for use in locations outside of the United States. If you choose to access our Services you agree to do so subject to the laws of Massachusetts and the United States.
Modifications and Interruption to Platform
You acknowledge and accept that Constructor does not guarantee continuous, uninterrupted, or secure access to our Services and operation or use of our Services may be interfered with or adversely affected by numerous factors or circumstances outside of our control. Constructor shall not be liable for any modifications, interruptions, outages, downtimes or disruptions to our Services. Constructor reserves the right to modify or discontinue our Services with or without notice.
Disclaimer of Warranties
YOU USE THE SERVICES AT YOUR OWN RISK. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR EFFICACY OF THE CONTENT OF THE SERVICES AND ASSUME NO LIABILITY OR RESPONSIBILITY TO YOU FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN ANY CONTENT OR IN THE SERVICES PROVIDED BY US. YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SERVICES AND THE CONTENT AND SERVICES AVAILABLE THROUGH THEM IS ON AN “AS-IS”, “AS AVAILABLE” BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, OFFERINGS, CONTENT, AND MATERIALS AVAILABLE THROUGH THE SERVICES. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN OUR LIABILITY AND RESPONSIBILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Limit of Liability
YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR PHYSICAL INJURY, LOSS OF LIFE, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CONSTRUCTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON OR THROUGH THE SERVICES OR ANY WEBSITES LINKED TO THE SERVICES; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS, SERVICES OR CONDUCT OF ANY THIRD-PARTY ON OR THROUGH THE SERVICES; OR (F) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT SHALL CONSTRUCTOR’S TOTAL LIABILITY TO YOU OR ANY INDIVIDUAL OR ENTITY FOR WHOM YOU ARE RESPONSIBLE FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT– INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE – OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO CONSTRUCTOR IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, CONSTRUCTOR’S LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW.
You agree to defend, indemnify, and to hold harmless Constructor, together with its officers and directors, from any and all liabilities, penalties, claims, causes of action, and demands brought by third-parties (including the costs, expenses and attorneys’ fees on account thereof) (collectively, “Claims”) arising, resulting from or relating to: (a) your use of the Services or your inability to use the Services; (b) an allegation that you violated any representation, warranty, covenant or condition in these Terms, including in connection with any Claim that any content provided through the Services is untruthful, defamatory, libelous or otherwise violates the rights of any third-party; (c) your intentional or negligent misrepresentation or misuse of information, including confidential information and intellectual property. Your agreement to defend, to indemnify, and to hold Constructor (and its officers and directors) harmless applies whether any Claim against Constructor is based in allegations of violation(s) of law or contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third-party rights, a Claim that the Services caused damage to you or to any third party and/or your use and access to the Services. This indemnification section shall survive your termination of or cessation of use of the Services.
Third-Party Sites and Linked Content
If any provision of these Terms are deemed unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected and shall remain valid and enforceable to the fullest extent under law. You agree that these Terms and any other agreements referenced herein may be assigned by Constructor, in our sole discretion, to a third party in the event of a merger or acquisition. These Terms shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your access and use of the Services.
If you have any questions or comments regarding these Terms, please contact us at firstname.lastname@example.org.