Terms & Conditions
Version Date: August 10, 2020
As a condition of registering for a Barndominium Life Business Community Membership (“Service”) that is a part of the services that Barndominium Life, Inc. (“Barndominium Life”) makes available through its BarndominiumLife.com website (“Website”) or otherwise, the registrant (“Registrant”) agrees to the terms and conditions of this Business Community Member Service Agreement (as amended from time to time, this “Agreement”). Barndominium Life reserves the right to amend this Agreement at any time. These modifications become effective once updated on the Website.
- Membership Listing. By submitting your information and completing the business community member (“Member Account”) sign-up process, by clicking the “Confirm Purchase” button online (or similarly registering for the Service), or by registering and agreeing to this Agreement through a Barndominium Life sales representative, Registrant agrees to be bound by this Agreement. The individual that submits the Registrant’s registration information to Barndominium Life represents and warrants to Barndominium Life that the individual has the capacity to enter into contracts that are not voidable because of the individual’s age at the time of entering the contract, and has the power to and is duly authorized by the Registrant to register Registrant for the Service. If any information provided by or on behalf of Registrant is untrue, inaccurate, not current or incomplete, Barndominium Life has the right to terminate Registrant’s listing and refuse any and all current or future inclusion in the Service.
- Information. In this Agreement, “Information” means all content, regardless of form or substance, posted by Registrant to the “Member Profile” for its Member Account, or by any person acting under Registrant’s direction, or by use of Registrant’s Member Account password or other credential, Registrant agrees to comply with all Information Guidelines adopted by Barndominium Life from time to time, and that Barndominium Life may edit Information posted by Registrant to comply with Barndominium Life’s Information Guidelines. Registrant acknowledges and agrees that Barndominium Life may access Registrant’s Member Account and any contents and Information in Registrant’s Member Profile as necessary to identify or resolve technical problems or respond to other issues related to the Service.
- Registrant Responsibility. Registrant agrees that (a) Registrant alone is responsible for the use of Registrant’s Member Account and for all Information contained in Registrant’s Member Profile, including but not limited to assuring the accuracy, relevance, and non-deceptiveness of the Information, infringement or non-infringement of the intellectual property rights, privacy rights, publicity rights, and other rights of third persons, and for fulfilling all offers, sales, services, or other undertakings of Registrant to any user of other Barndominium Life services who contact Registrant or are contacted by Registrant as a direct or indirect result of the Service, (b) Registrant shall maintain and update all Information so it is always true, accurate, not deceptive or misleading, and current, (c) Registrant shall keep its password confidential, and not allow any other person, company or entity to use its account, and (d) Registrant shall notify Barndominium Life promptly if Registrant has any reason to believe that the security of its Member Account has been compromised. Registrant agrees and acknowledges that Barndominium Life is not responsible for any loss, damage or corruption of any of the Information, and that Barndominium Life is not responsible for Information being true, accurate, not deceptive or misleading, and current. Registrant also acknowledges and agrees that Barndominium Life is not a party to or in no way responsible for any products sold or services provided by Registrant to its customers obtained directly or indirectly by means of the Website.
- Intellectual Property. Registrant acknowledges that save and except for the intellectual property rights, if any, that Registrant owns in its Information, Registrant does not claim any trademark, copyright, patent, trade secret, or other intellectual property or proprietary right in any work of authorship, invention, device, other content or aspect of the Service or the Website (as between Registrant and Barndominium Life, “Barndominium Life Property”), and agrees not to copy, distribute copies of, reproduce, display, create derivatives or adaptations of, make, have made, or otherwise use Barndominium Life Property.
- Right to Use Registrant’s Information. Registrant grants to Barndominium Life, and its parents, subsidiaries, affiliates, successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license under Registrant’s copyrights and other intellectual property rights, if any, to all Information in Registrant’s Member Profile to store, publish, distribute copies of, display and reproduce, permit download of all or part of, and otherwise use such Information to provide the Services in any and all media and in any manner.
- Unauthorized Access or Endorsement. Registrant shall not attempt to gain unauthorized access to any servers controlled by Barndominium Life. Registrant shall not engage in any activity that interferes or disrupts the Website or the servers that host the Website. Registrant may not use data mining, robots, screen scraping or similar data gathering or extraction tools on the Website. Registrant acknowledges that its inclusion in the Member maintained by Barndominium Life as part of the Service does not constitute an endorsement by Barndominium Life of Registrant or its goods or services, and agrees not to imply or state that it is affiliated with or endorsed by Barndominium Life without the express written consent of Barndominium Life.
- Fees. Registrant shall pay to Barndominium Life a Recurring Monthly Fee for the Service in advance, as selected at the time of registration. “Recurring Monthly Fee” means the total base service fee charged to Registrant for the then current period plus any charges incurred for additional recurring services during the then current period. Registrant authorizes Barndominium Life to charge Recurring Monthly Fees to Registrant’s designated method of payment selected by Registrant at registration, with the first payment due on the Start Date (as defined in Section 9) and subsequent payments due monthly thereafter. If the charge is refused, Barndominium Life may, in its sole discretion, terminate Registrant’s further participation in the Service. It is Registrant’s responsibility to keep payment information current. Barndominium Life reserves the right to change the Recurring Monthly Fee, on a going-forward basis, at any time, and to change the Service options at any time. All fees are payable in U.S. Dollars or Canadian Dollars, based on Registrant’s selection during the sign-up process. At Barndominium Life’s sole discretion and upon special request, Barndominium Life may also invoice Registrant and payments shall be paid by Registrant within thirty (30) days after the invoice date. Late payments shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). In the event of any failure by Registrant to make payment, Registrant shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Barndominium Life in collecting such amounts.
- Refunds. Recurring Monthly fees are non-refundable upon cancellation or termination of the Service.
- Term. The term of this Agreement shall be one (1) month commencing on the date that Registrant submits Registrant’s credit card for payment, or other form of payment, for its Member Account and Member Profile (the “Start Date”). The term shall automatically renew on each Start Date anniversary, unless either party provides notice of non-renewal in accordance with Section 12 below; provided, however, that to qualify for each renewal, Registrant must at the time of renewal be in substantial compliance with the material terms and conditions of this Agreement. Barndominium Life shall have the right, but not the obligation, to review any Registrant Profile for compliance with the Agreement as part of the renewal process, or at any time.
- Termination. Either party, in its sole and absolute discretion, may give notice of termination of this Agreement as of the end of the then current term with or without cause and without stating any reason therefore. Any notice of Termination by Registrant must be given at least thirty (30) days prior to the end of the current monthly period by sending a written notice of termination, or the Service will be renewed automatically as provided for above in Section 9.
- Termination for Breach. Either party may terminate the Agreement on thirty (30) days’ notice if the other party has materially breached or is otherwise not in compliance with any provision of the Agreement, and such breach or noncompliance is not cured within such thirty (30) day period. Barndominium Life reserves the right to immediately suspend any customer access to Registrant’s Registrant Profile until such breach or noncompliance is cured.
- Barndominium Life Right to Refuse or Terminate. Notwithstanding Section 13, Barndominium Life reserves the right to terminate this Agreement immediately, and without extending any right to cure to Registrant, if Barndominium Life believes, in its sole discretion, that Registrant: (1) is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights or reputation of Barndominium Life or others; or (2) has become the subject of a government complaint or investigation.
- Deletion of Information. Upon termination, Barndominium Life may, but is not obligated to, delete from its servers or the Website any or all Information contained in Registrant’s Member Profile and that may relate to any information in Registrant’s Member Account with Barndominium Life.
- Survival. The provisions of Sections 18, 19 and 20 shall survive any termination of the Agreement, as well as any other provision the meaning and sense of which is necessary to survive in order to achieve the objectives of the parties hereunder.
- Promotional Materials. During the term of this Agreement, Registrant grants to Barndominium Life a non-exclusive, worldwide, royalty-free, perpetual license to use Registrant’s name and logo for the purpose of identifying Registrant as a participant in the Service on the Website and in Barndominium Life’s other promotional materials.
- Registrant Details. Registrant agrees that Barndominium Life may disclose information about Registrant and Registrant’s Member Profile not only as required to provide the Services, but also if Barndominium Life, in good faith, believes that such action is reasonably necessary: (a) to comply with the requirements of any law, regulation, order, writ, subpoena, or discovery request; (b) to enforce any provision of the Agreement; or (c) to protect the rights or interests of Barndominium Life or users of its Website.
- Maintenance and Support. Registrant can obtain assistance with any technical difficulty that may arise in connection with Registrant’s utilization of the Service by requesting assistance by email to [email protected] . Barndominium Life reserves the right to establish limitations on the extent of such support, and the hours at which it is available.
- Indemnity. Registrant agrees to indemnify, defend and hold harmless Barndominium Life, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, assigns, successors, representatives and agents, from any claim, demand, action, liability, loss, expense, damage or cost, including but not limited to reasonable attorney’s fees, made by any party due to or arising out of Registrant’s use of the Service; any person’s use of Information in Registrant’s Member Profile; any content, material or otherwise linked to or referred to from Registrant’s Member Profile, any act or omission to act of Registrant that violates any provision of this Agreement; or any violation or alleged violation of any rights of another, including but not limited to Registrant’s use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Registrant’s profile. Barndominium Life reserves the right to assume the exclusive conduct of its defense and control of any matter otherwise subject to indemnification by Registrant, but doing so shall not otherwise excuse Registrant’s obligations under this Section.
- NO GUARANTEE OF RESULTS AND DISCLAIMER OF WARRANTIES AND LIABILITIES. Barndominium Life MAKES NO REPRESENTATION, WARRANTY OR GUARANTY TO REGISTRANT WHATSOEVER CONCERNING THE RESULTS OF ANY KIND, IF ANY, THAT REGISTRANT MAY EXPECT OR EXPERIENCE BY PARTICIPATING IN OR USING THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE WEBSITE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR-FREE SERVICE. REGISTRANT AGREES AND ACKNOWLEDGES THAT Barndominium Life AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF Barndominium Life IS AWARE OF THE RISK OR SUCH DAMAGES, THAT RESULT IN ANY WAY FROM THE REGISTRANT’S USE OR INABILITY TO USE THE SERVICE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, THE CONTENTS OF ANY WEB PAGES OR WEB SITES, LOSS OF DATA, COMPUTER VIRUSES, COMMUNICATION LINE FAILURE, DESTRUCTION OR UNAUTHORIZED USE OR ACCESS TO ANY WEB SITES OR RECORDS OR INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION TO REGISTRANT OR ANY FAILURE OF PERFORMANCE OF ANY KIND WHATSOEVER OF Barndominium Life OR THE SERVICE. Barndominium Life’S LIABILITY TO REGISTRANT SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY REGISTRANT TO Barndominium Life OVER THE COURSE OF THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE REGISTRANT’S CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES; SO IN THOSE CASES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- Assignment of Service. Registrant agrees not to resell or assign or otherwise transfer its rights or obligations under this Agreement without the express written authorization of Barndominium Life provided, however, that Registrant may, without the written consent of Barndominium Life, assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Any purported assignment in violation of this section shall be void and of no effect.
- Force Majeure. Neither party shall be liable to the other for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
- Notices. Any notices or communications under this Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Barndominium Life, such notices shall be addressed to:
If to Registrant, such notices shall be addressed to the electronic or mailing address specified when Registrant first registered for the Service, or such other address as either party may give the other by notice as provided above.
- No Agency; Independent Contractors. Nothing contained in this Agreement shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.
25. General. This Agreement and the relationship between Registrant and Barndominium Life shall be governed by the laws of the state of Texas without regard to its conflict of law provisions. On all disputes, Registrant agrees to submit to the personal and exclusive jurisdiction in the state of Illinois. Barndominium Life’s failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect.