Terms & Conditions //// StructureHub’s terms and conditions
STRUCTUREHUB WEBSITE TERMS AND CONDITIONS OF USE
Last Updated: January 15, 2009
Welcome to StructureHub, an online design and professional designer portal that connects design professionals with the general public and each other. The StructureHub
service and network (collectively, "StructureHub") are operated by StructureHub LLC and its corporate affiliates (collectively, "us", "we”, “StructureHub” or "the
Company"). By accessing or using our web site at www.structurehub.com (the "Site" or “site”) or by linking to our site from your own site, you (the "User", “user”, “member
firm”, “member”, “registered user”, or “general public”) signify that you have read, understand and agree to be bound by these Terms & Conditions ("Terms & Conditions" or
"Terms" or “Agreement” or “agreement” or “terms”), whether or not you are a registered member of StructureHub. We reserve the right, at our sole discretion, to change,
modify, add, or delete portions of these Terms & Conditions at any time without further notice; we will post such changes to these Terms & Conditions on this page and will
indicate at the top of this page the date these terms were last revised. Your continued use of StructureHub or the site after any such changes constitutes your acceptance
of the new Terms & Conditions. If you do not agree to abide by these or any future Terms & Conditions, do not use or access (or continue to use or access) StructureHub or
the site. It is your responsibility to regularly check StructureHub to determine if there have been changes to these Terms & Conditions and to review such changes.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND BY ALL
TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
These terms and conditions of use ("Site Terms" or “Terms” or “terms”) apply to your use of this website (the "Site" or “site”), and do not alter in any way the terms and
conditions of any other agreement you may have with StructureHub, its subsidiaries or affiliates. By using this Site, you represent and warrant that you are over the age of
18 and are lawfully able to accept these Site Terms. If you are using the Site on behalf of any entity, you further represent and warrant that you are authorized to accept
these Site Terms on such entity's behalf, and that such entity agrees to indemnify StructureHub for violations of these Site Terms.
Ownership of the Site and its Contents
This Site is owned by StructureHub. Unless otherwise indicated, all of the content featured or displayed on this Site, including, but not limited to, text, graphics, data,
photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof ("StructureHub Content"), is owned by StructureHub, its
licensors, or its third-party partners including registered users, member firms, or contributors who may have a profile page, account, or content on the Site.
All elements of the Site, including the StructureHub Content and the content appearing by permission of the respective owners are protected by copyright, trade dress, moral
rights, trademark and other laws relating to the protection of intellectual property.
Use of the Site
This Site and the StructureHub Content are intended for customers of StructureHub. You may not use this Site or the StructureHub Content for any purpose not related to your
business with StructureHub. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of the Site or the StructureHub Content without,
or in violation of, a written license or agreement with StructureHub; (b) using any data mining, robots or similar data gathering or extraction methods; (c) manipulating or
otherwise displaying the Site or the StructureHub Content by using framing or similar navigational technology unless by written permission or prior consent granted by
StructureHub; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any StructureHub product or service if you are
not expressly authorized by such party to do so; and (e) using the Site or the StructureHub Content other than for its intended purpose. Such unauthorized use may also
violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and
You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail,
privacy, and the transmission of technical data exported from the United States or the country in which you reside.
StructureHub Trademarks, the StructureHub logo, and any other product or service name or slogan contained in the Site are trademarks of StructureHub and may not be copied,
imitated or used, in whole or in part, without the prior written permission or prior consent of StructureHub or the applicable trademark holder. You may not use metatags or
any other "hidden text" utilizing "StructureHub" or any other name, trademark or product or service name of StructureHub without our prior written permission or prior
consent. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade
dress of StructureHub and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks,
product names and company names or logos appearing on the Site are the property of their respective owners. Reference to any products, services, processes or other
information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
StructureHub makes no claim or representation regarding, and accepts no responsibility for, directly or indirectly, the quality, content, nature or reliability of third-
party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of StructureHub and StructureHub is not
responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. StructureHub provides these links
to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by StructureHub of any site or any information contained
therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy
and data gathering practices, of any site to which you navigate from the Site.
Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services,
and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that StructureHub shall
not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.
Forums & Other Services
The Site may include discussion forums or other interactive areas or services, including blogs, chat rooms, bulletin boards, message boards, online hosting or storage
services, profile pages, or other areas or services in which you or third parties create, post or store any content, messages, comments, materials or other items on the
Site ("Interactive Areas"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not
to post, upload, transmit, distribute, store, create or otherwise publish through the Site any of the following:
a. Any message, comment, data, information, text, music, sound, photos, graphics, code or other material ("User Content") that is unlawful, libelous, defamatory, obscene,
pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise
b. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability
or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a
securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
c. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party. By posting any User Content,
you represent and warrant that you have the lawful right to transmit, distribute and reproduce such User Content;
d. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
e. Unsolicited promotions, political campaigning, advertising, junk mail, spam, chain letters, pyramid schemes or solicitations;
f. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
g. Viruses, corrupted data or other harmful, disruptive or destructive files; and
h. User Content that, in the sole judgment of StructureHub, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or
the Site, or which adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all capital letters, or flooding continuous posting
of repetitive text), or which may expose StructureHub or its users to any harm or liability of any type.
Further, you agree not to delete or revise any User Content posted by any third party. StructureHub takes no responsibility and assumes no liability for any User Content
posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is StructureHub liable for any mistakes, defamation, slander, libel, omissions,
falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. As a provider of interactive services, StructureHub is
not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. Although
StructureHub has no obligation to screen, edit or monitor any of the User Content posted in any Interactive Area, StructureHub reserves the right, and has absolute
discretion, to remove, screen or edit any User Content posted or stored on the Site at any time and for any reason without notice. You are solely responsible for creating
backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense. Any use of the Interactive Areas or other portions of the Site
in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or
the Site. You acknowledge and agree that StructureHub may access, use or disclose any information about you or your use of this Site, including without limitation any User
Content to comply with the law or any legal process; protect and defend the rights or property of StructureHub; or to protect the safety of our company, employees,
customers or the public.
If you post User Content to the Site, unless we indicate otherwise, you grant StructureHub and its affiliates a license, which is nonexclusive, royalty-free, perpetual,
irrevocable and fully sub-licensable in the event of a change of ownership of StructureHub or its entities in whole or in part, and which consists of the right to use,
reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant
StructureHub and its affiliates and sub-licensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that
(a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site; (b) the User Content is
accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to
any person or entity.
StructureHub Copyright Policy
In addition to the uses described in the paragraph preceding this section, this license includes the right for StructureHub to reproduce, represent, adapt, translate,
digitize, use for advertising purposes, whether commercial or non-commercial, to sublicense or to transfer the content concerning each User (including information,
pictures, descriptions, search criteria, etc.) over all or part of the Services and/or in any mailings of StructureHub and in general through any electronic communication
media (email, SMS, MMS, WAP, Internet, CD Rom or DVD).
Each User expressly authorizes StructureHub to modify said content in order to conform to the interface or display requirements of the Services or of other communications
media as set forth above, and/or to render them compatible with its technical performance or media format in question. The User is prohibited from copying, reproducing or
otherwise using the content relating to other Users of StructureHub for any purpose other than for those purposes strictly related to use of the StructureHub services for
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. sec. 512, StructureHub has designated an agent to receive notices of claimed copyright infringement. If you
believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide StructureHub's Copyright Agent the following
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Site;
4. Your address, telephone number, and e-mail address;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the
copyright owner's behalf.
StructureHub's Copyright Agent for Notice of claims of copyright infringement can be reached as follows: by e-mail at firstname.lastname@example.org or by mail at:
ATTN: Copyright Agent
3529 Minnesota Ave.
Duluth, MN 55802 USA
Upon receipt of the written notification containing the information as outlined in 1 through 6 above:
1. StructureHub may remove or disable access to the material that is alleged to be infringing;
2. StructureHub may forward the written notification to such alleged infringer; and
3. StructureHub may take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.
If the alleged infringer believes that a notice of copyright infringement has been wrongly filed against it and it would like to submit a counter-notification, it may file
a Counter-Notification in Response to Claim of Copyright Infringement with StructureHub's Copyright Agent.
To be effective, a Counter-Notification must be a written communication provided to the StructureHub's Copyright Agent for Notice that includes the following information:
1. A physical or electronic signature of the alleged infringer;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access
to it was disabled;
3. A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of a mistake or
misidentification of the material to be removed or disabled; and
4. The alleged infringer's name, address, and telephone number, and a statement that the alleged infringer consents to the exclusive jurisdiction of the courts of the State
of Minnesota and of any United States courts located within that jurisdiction and waives any objections to the forum of Minnesota for lack of venue, forum non conveniens,
or any other jurisdictional ground, and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a Counter-Notification containing the information as outlined in 1 through 4 above:
1. StructureHub may promptly provide you with a copy of the Counter-Notification;
2. StructureHub may inform you that it will replace the removed material or cease disabling access to it within ten (10) business days; and
3. StructureHub may replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter-
Notification, provided StructureHub's Copyright Agent for Notice has not received notice from you that an action has been filed seeking a court order to restrain Subscriber
from engaging in infringing activity relating to the material on StructureHub's network or system.
You may want to seek the advice of independent legal counsel before filing a notification or counter-notification.
Notice and Procedure for Making Complaints Regarding Content
To notify StructureHub of Content that infringes your rights or is otherwise unlawful ("Specified Content"), you must send a notice to the StructureHub Content Complaint
Manager by mail or e-mail, and provide the following information:
1. Your name, address, telephone number, and e-mail address;
2. A description of the Specified Content that your claim either infringes your rights or is otherwise unlawful, specifying which parts of it you believe infringe your
rights, or are unlawful, and which parts you believe should be removed;
3. A description of the exact location of the Specified Content on the Site;
4. (In the event you believe that the Specified Content infringes your rights): A statement specifying in detail the rights you assert, and why the Specified Content
5. (In the event you believe that the Specified Content is otherwise unlawful): A statement specifying in detail which laws you believe are being breached, and why the
Specified Content does so;
6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are damaged by the Specified Content or authorized
to act on such person's behalf; and
7. Your electronic or physical signature (as appropriate).
When we receive a notice that complies with the above requirements, we will evaluate the information you provided (including, if appropriate, forwarding the notice to, or
otherwise contacting the source of the Specified Content), and if appropriate in our judgment, remove or disable access to the Specified Content. In such case, we may
notify the source of the Specified Content of your complaint and our action taken. In some cases, if the source of the Specified Content provides us with information
indicating that the Specified Content has been removed wrongly, we may reinstate the Specified Content. Our take-down and re-instatement procedures are and remain at our
You may want to seek the advice of independent legal counsel before filing a notice or responding to a notice filed by someone else.
StructureHub Content Complaint Manager
Contact information for StructureHub's Content Complaint Manager is as follows:
ATTN: Complaint Manager
3529 Minnesota Ave.
Duluth, MN 55802 USA
Registration Data and Account Security
In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the
Site ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and
complete; (c) maintain the security of your password and identification; (d) notify StructureHub immediately of any unauthorized use of your account or other breach of
security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data
and any other information you provide to Company.
Financial Disclosures When Applicable
Forward-Looking Statements. This Site, and any documents issued by StructureHub and available through this Site, may, in the near or far future, contain statements which
constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Those statements can be identified by the use of
words such as "believe," "expect," "plan," "may," "will," "should," "anticipate" or similar statements or the negative of these words. Forward-looking statements include
statements made as to future operations, costs, capital expenditures, cash flow, improvements in infrastructure, distribution and replenishment systems and operating
efficiencies, sales and earnings estimates or trends and expansion plans and projections. These forward-looking statements are based on our current expectations. Known and
unknown internal and external risks and uncertainties may cause the actual results to be materially different from those expressed in or implied by the forward-looking
statements. StructureHub undertakes no obligation to update forward-looking statements to reflect events or circumstances that occur after the date the statements were
Press Releases. The information contained within press releases issued by StructureHub should not be deemed accurate or current except as of the date the release was
posted. StructureHub has no intention of updating, and specifically disclaims any duty to update, the information in the press releases. To the extent any information
therein is forward-looking, it is intended to fit within the safe harbor for forward-looking statements, and is subject to material risk.
Third-Party Information – Financial & Otherwise. In the event such representations or warranties become applicable to StructureHub, we make no representations or warranties
whatsoever regarding the accuracy or completeness of the content, information, or opinions of third-party websites or other third-party information that is identified on
the Site. Users visit these websites and use the information contained therein at their own risk.
You agree to defend, indemnify and hold harmless StructureHub, its subsidiaries, affiliates, licensors, employees, agents, third party information providers and independent
contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User
Content that you post, store or otherwise transmit on or through the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Site
Terms or of any representation or warranty contained herein, your unauthorized use of the StructureHub Content, or your violation of any rights of another.
THIS SITE AND THE STRUCTUREHUB CONTENT ARE PROVIDED "AS IS" AND STRUCTUREHUB AND ITS DIRECTORS, EMPLOYEES, CONTENT PROVIDERS, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR
FITNESS FOR A PARTICULAR PURPOSE. STRUCTUREHUB WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR THE STRUCTUREHUB CONTENT, OR THE
UNAVAILABILITY OF THE SAME, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE FUNCTIONS EMBODIED ON OR
IN THE MATERIALS OF THIS SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT STRUCTUREHUB, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR
CORRECTION DUE TO YOUR USE OF THIS SITE OR THE STRUCTUREHUB CONTENT. WE MAKE NO WARRANTY THAT THE SITE OR THE STRUCTUREHUB CONTENT IS FREE FROM INFECTION BY VIRUSES OR
ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
StructureHub makes no representations or warranties as to the StructureHub Content's accuracy, correctness or reliability.
StructureHub offers a search feature within the Site. StructureHub explicitly disclaims any responsibility for the content or availability of information contained in our
search index or directory. StructureHub also disclaims any responsibility for the completeness or accuracy of any directory or search result.
Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all
of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.
Limitation of Liability
IN NO EVENT SHALL STRUCTUREHUB, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF
ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR
OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE STRUCTUREHUB CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE
SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM STRUCTUREHUB, OR THAT RESULT FROM MISTAKES,
OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING
FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO STRUCTUREHUB' RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE
LIABILITY OF STRUCTUREHUB, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER
THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO STRUCTUREHUB FOR ACCESS TO OR USE OF THE SITE.
Applicable Law and Venue
Any dispute relating in any way to your use of the Site or the StructureHub Content shall be submitted to confidential dispute resolution in Duluth, Minnesota, except that,
to the extent you have in any manner violated or threatened to violate StructureHub' intellectual property rights, StructureHub may seek injunctive or other appropriate
relief in any state or federal court in the State of Minnesota, and you consent to exclusive jurisdiction and venue in such courts. Dispute Resolution under this provision
shall be conducted in accordance with prevailing standards of the profession.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to its conflicts of law
provisions. User hereby submits, through use of the site, to the exclusive jurisdiction of the courts of the State of Minnesota and of any United States courts located
within that jurisdiction for purposes of any and all litigation arising out of the use of this Site, or the purchase of any products or services made through this Site.
User waives any objections to the forum of Minnesota for lack of venue, forum non conveniens, or any other jurisdictional ground.
Notwithstanding any of these Site Terms, StructureHub reserves the right, without notice and in its sole discretion, to terminate your account and/or to block your use of
Any waiver of any provision of the Site Terms will be effective only if in writing and signed by StructureHub. If any clause in these Site Terms is found to be
unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect. Any rights not expressly granted herein are reserved.
Changes to Site Terms
StructureHub reserves the right to change any of the terms and conditions contained in the Site Terms or any policy or guideline of the Site, at any time and in its sole
discretion. When we make changes, we will revise the "last updated" date at the top of the Site Terms. Any changes will be effective immediately upon posting on the Site.
Your continued use of the Site following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Site Terms whenever you
visit one of our websites.
Questions and Contact Information
Questions or comments about the Site or Site Terms may be presented to StructureHub by contacting us.