Introduction: You have been provided access to this Subcontractor Invoice Processing Portal (the “Portal”) because you or
the company you represent (jointly and severally, “You” or “Contractor”) has entered into a Master Construction Agreement (a “MCA”) with
The Villages of Lake-Sumter, Inc. (“The Villages” or “We”) for the provision of construction labor, material, and/or services in connection
with the construction of or other improvement to a residential home. The Villages offers you this Portal to facilitate the efficient delivery and
processing of Contractor invoices (“Invoices”), final payment statements confirming that certain work has been performed and all lienors and potential
lienors have been paid in full (“Final Statements”), and waivers and releases of lien (“Lien Waivers”). By accessing and using the Portal,
you accept and agree to the following terms of use ("Terms of Use") without limitation or qualification. If you do not agree with these
Terms of Use, please do not use the Portal.
Right to Use Portal: We are granting you a limited, nonexclusive, revocable license for you to view, share, print and download any
Content, as defined below, from the Portal for Contractor’s personal use. You are not granted the right to license, republish, distribute, copy, assign,
sublicense, transfer, sell, or prepare derivative works or make any other non-personal use of any Content on the Portal. No part of any Content may be
reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for Contractor’s personal use.
You may not access or use the Portal in any way that could or is intended to damage or impair the Portal, or any server or network underlying the Portal,
or interfere with anyone else's use and enjoyment of the Portal. You may not use automated systems (e.g., robots, spiders, etc.) to access the Portal. You agree not to collect personally identifiable information of other users of the Portal or to sell or otherwise exploit that information. Except for the limited rights expressly granted herein, all right, title and interest in and to the Portal and all Content contained therein are reserved and owned by The Villages. THE VILLAGES RETAINS THE RIGHT TO DENY ACCESS TO THE PORTAL TO ANYONE WITHOUT NOTICE AT ITS COMPLETE DISCRETION FOR ANY REASON, INCLUDING FOR VIOLATION OF ANY OF THESE TERMS OF USE, INCLUDING ANY USE RIGHTS.
Authority to Bind: By using the Portal, and signing and submitting Final Statements and Lien Waivers via the Portal, you represent and warrant to The Villages that you have the full and appropriate authority to sign Final Statements and Lien Waivers on behalf of, and bind, the Contractor. The Villages may rely on such representation and warranty in making payments to Contractor, and Contractor, by use of this Portal, waives all rights to claim that any such individuals using this Portal on behalf of Contractor did not hold such authority.
Changes to the Portal and Terms of Use: The Villages reserves the right to change or modify Content, materials or information appearing on or in connection with this Portal, including these Terms of Use, at any time without notice to you. The Villages may at any time revise these Terms of Use by updating this posting. You are bound by such revisions and should therefore visit these pages to review the current Terms of Use from time to time.
Intellectual Property Rights: The Portal Content is protected by applicable intellectual property laws and all Content is owned by
The Villages or used by The Villages under a license or with permission. All text, formatting (including without limitation the selection, coordination
and arrangement of materials on the Portal, and the images, graphics, animation, tools, widgets, applications, commercials, videos, music, sounds,
articles, copy, creative materials, photos, trademarks, service marks, trade names, and logos, and other materials and information on this Portal are
subject to the intellectual property rights of The Villages, its subsidiaries and affiliates, and their respective licensors and licensees
(collectively "Content"). These materials may not be copied, reverse engineered, decompiled, disassembled, modified, reposted to other web sites,
framed, deep linked to, changed, or otherwise distributed, redistributed, licensed, sublicensed or transferred in any form by you. Nothing contained
on the Portal shall be construed as granting, by implication, estoppel or otherwise, any license or right to make commercial use of any The Villages’
trademarks, intellectual property rights, or copyrighted material without The Villages’ prior written permission. The trademarks, logos, trade names
and service marks, whether registered or unregistered (collectively the "Trademarks") displayed on the Portal are Trademarks of The Villages or its
affiliates. Nothing contained on the Portal should be construed as granting by implication or otherwise, any license or right to use any Trademark
displayed on the Portal without the written permission of The Villages or such third party that may own the Trademark. Any unauthorized commercial
use of these materials will violate The Villages’ and its affiliates’ intellectual property rights and will be subject to The Villages’ full legal
rights and remedies.
Indemnification: You agree to indemnify, defend and hold The Villages and its affiliates harmless from any liability, loss, claim and expense, including reasonable attorneys' fees and expenses, related to either your violation of these Terms of Use, your breach of any representation and warranty of Contractor contained herein, or your use of the Portal.
Disclaimer of Warranties: The Villages will use reasonable efforts to ensure that all material on the Portal is correct; however, accuracy cannot be guaranteed and The Villages does not assume any responsibility or liability for the accuracy, completeness or authenticity of any information contained in this Portal. THE PORTAL AND ALL CONTENT CONTAINED HEREIN ARE PROVIDED TO YOU "AS IS," AND "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE/NONINFRINGEMENT, QUALITY OF INFORMATION, OR FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION OBTAINED BY YOU FROM THE VILLAGES THROUGH THE PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITATION, THE VILLAGES DISCLAIMS ALL WARRANTIES REGARDING THE AVAILABILITY OF THE PORTAL, THAT THE PORTAL WILL OPERATE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE PORTAL IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE PORTAL IS AT YOUR OWN RISK, ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS PORTAL IS PROVIDED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY DATA LOSS THAT MAY RESULT FROM YOUR USE OF THE PORTAL, INCLUDING WITHOUT LIMITATION, DAMAGE RESULTING FROM COMPUTER VIRUSES.
Disclaimer of Damages and Limitation of Liability:IN NO EVENT SHALL THE VILLAGES OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO PROPERTY DAMAGE, LOSS OF USE, LOSS OF BUSINESS, ECONOMIC LOSS, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR ACCESS OF THE PORTAL OR ITS CONTENT, EVEN IF THE VILLAGES OR ITS BUSINESS PARTNERS, EMPLOYEES, REPRESENTATIVES OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT SHALL THE VILLAGES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED ONE HUNDRED DOLLARS ($100).
Miscellaneous:These Terms of Use shall be construed, interpreted and performed exclusively according to the laws of the State of Florida, without giving effect to any principles of conflicts of law. You expressly agree that any action at law or in equity arising out of or directly or indirectly relating to these Terms of Use or this Portal shall be filed only in state courts sitting in Sumter County, Florida, or Florida federal courts located in the Middle District of Florida. You hereby consent and submit to personal jurisdiction of such courts for the purposes of any action related to the Portal, your access or use thereof, or these Terms of Use, and to extra-territorial service of process. These Terms of Use may not be assigned by you. The Villages may assign its rights and obligations set forth in these Terms of Use at any time. Should any part or provision of these Terms of Use be held unlawful, void, invalid or unenforceable, that portion shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Except as set forth in the MCA, these Terms of Use constitute the entire agreement between you and The Villages pertaining to their subject matter. Certain provisions of these Terms of Use may be superseded or added to by designated legal notices or terms located on particular pages, applications, tools or other materials that you may access within this Portal. The Villages’ failure to enforce any provision of these Terms of Use or any additional terms shall not be deemed a waiver of such provisions nor of its right to enforce such provision. These Terms of Use and any related documents may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and your acceptance will be deemed binding between you and The Villages. You hereby agree, without limitation, that you not will contest the validity or enforceability of these Terms of Use and any related documents.