Terms of Service
Professional Design, Drafting & Consulting Services
These Combined Terms of Service (the "Terms") constitute a binding agreement between Canyon Land Group LLC, a Connecticut limited liability company ("Canyon Land," "Consultant," "we," "our," or "us"), and the entity or individual engaging Canyon Land for professional services and/or licensing Canyon Land digital files or software products ("Client," "you," or "your").
Whereas Canyon Land provides professional drafting, CAD, Revit, BIM modeling, and technical design services, which may include digital design files, software components, or deliverables.
Whereas These Terms govern both the professional design and drafting services engagement and any software, data files, or digital products delivered, licensed, or made accessible by Canyon Land in connection with that engagement.
By executing a Statement of Work, accessing Canyon Land digital deliverables, or otherwise engaging Canyon Land for services, you agree to be bound by these Terms. If you disagree with any provision herein, do not engage Canyon Land services or access Canyon Land deliverables.
1. Definitions
- "Services" means the drafting, CAD, Revit, BIM modeling, accessibility assessments, or other professional services described in an applicable Statement of Work or engagement agreement.
- "Software" means any software applications, scripts, databases, or digital tools delivered, licensed, or made accessible by Canyon Land to Client, whether as standalone products or as components of a consulting engagement.
- "Deliverables" means all drawing sets, CAD files, Revit models, BIM databases, accessibility reports, analyses, software, documentation, and other materials delivered by Canyon Land to Client under an applicable Statement of Work.
- "Consultant IP" means Canyon Land's preexisting proprietary materials and intellectual property, including proprietary information, know-how, CAD/BIM templates, custom families, blocks, detail libraries, algorithms, methods, software components (source or object code), and other content developed outside the scope of a specific engagement. Consultant IP also includes any generic improvements, revisions, or derivatives made during an engagement that do not contain Client Confidential Information.
- "Client Materials" means all data, surveys, scans, architectural designs, blueprints, documents, information, content, and materials provided by Client to Canyon Land for use in the performance of Services.
- "Confidential Information" means all non-public information disclosed by either party, whether or not marked as confidential, including personal information, computer programs, code, algorithms, know-how, methodology, trade secrets, formulas, processes, ideas, inventions, schematics, technical specifications, business plans, pricing and fee schedules, financial information, product development plans, customer lists, distribution channel information, forecasts, and strategies.
- "Statement of Work" or "SOW" means a written document executed by both parties that describes the specific Services, Deliverables, timelines, fees, and other terms applicable to a particular engagement.
2. Scope of Services
2.1 Drafting & Technical Services
Canyon Land provides drafting, CAD, Revit, BIM modeling, and technical design support services (NAICS 541340, 541310, 541350, 541370), as well as custom computer programming, systems design, and management consulting services (NAICS 541511, 541512, 541611, 541614) as described in each applicable Statement of Work. Services may include 2D construction document production, 3D modeling, ADA path-of-travel overlays, LiDAR scanning, Point Cloud generation, and technical coordination.
2.2 Software & Digital Services
Where an engagement includes software deliverables, digital libraries, or access to Canyon Land proprietary software products or databases, such software is provided subject to both these Terms and the End User License Agreement provisions set forth in Section 10. Canyon Land reserves the right to modify or discontinue any software or digital service, temporarily or permanently, with or without notice.
2.3 Independent Contractor Status
The parties are independent contractors. Nothing in these Terms creates a partnership, principal-agent relationship, employer-employee relationship, or joint venture between the parties.
3. Engagement Terms
3.1 Statements of Work
Each consulting engagement shall be governed by a mutually executed Statement of Work that describes the Services, Deliverables, timeline, fees, and payment terms applicable to that engagement. In the event of a conflict between these Terms and an SOW, these Terms shall control unless the SOW expressly states that it supersedes a specific provision of these Terms.
3.2 Change Orders
Any modifications to an executed SOW must be documented in a written Change Order signed by both parties. Neither party is obligated to perform or pay for work outside the scope of an executed SOW or Change Order.
3.3 Client Cooperation
Client shall provide timely access to all Client Materials, personnel, systems, and facilities reasonably necessary for Canyon Land to perform the Services. Canyon Land shall not be liable for delays or failures in performance caused in whole or in part by Client's failure to furnish Client Materials or cooperation in a timely manner.
4. Fees and Payment
Client shall pay Canyon Land the fees set forth in the applicable Statement of Work. Unless otherwise specified in an SOW, invoices are due within thirty (30) days of the invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. All fees are non-refundable once Services have been rendered.
5. Confidentiality
5.1 Obligations
Each party (as "Recipient") shall protect and keep confidential all Confidential Information disclosed by the other party (as "Discloser") and shall not use or disclose such Confidential Information except for the purposes of performing or receiving Services under these Terms.
5.2 Standard of Care
Each party shall protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable standard of care. Each party shall limit disclosure of the other party's Confidential Information to employees and consultants who have a need to know such information in connection with the Services.
5.3 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was rightfully known to the Recipient prior to disclosure; (c) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
6. Intellectual Property
6.1 Consultant IP
Canyon Land retains all right, title, and interest in Consultant IP, including any improvements, revisions, and derivatives of preexisting Consultant IP and any generic software code, CAD details, or BIM elements developed during an engagement, provided such materials are generic in nature and do not contain Client Confidential Information.
6.2 Client Ownership of Deliverables
Client shall own the Deliverables delivered under an engagement, provided that to the extent any Deliverables incorporate Consultant IP, such Consultant IP remains the property of Canyon Land and is licensed to Client as described in Section 6.3.
6.3 License to Consultant IP
Upon payment by Client of all required fees, Canyon Land grants Client a non-exclusive, non-transferable, perpetual, royalty-free license to use Consultant IP within the Deliverables solely for Client's internal business purposes. Client shall not disassemble, decompile, or reverse engineer Consultant IP, in whole or in part. Client shall not copy or reproduce Consultant IP except for making a reasonable number of backup copies or as expressly authorized by these Terms.
6.4 Client Feedback
Client is not required to provide feedback relating to Consultant IP. To the extent Client does provide ideas, feedback, or suggestions ("Feedback"), Client assigns all right, title, and interest in such Feedback (excluding any Client Confidential Information) to Canyon Land, and acknowledges that Canyon Land may freely use and exploit such Feedback without payment to Client.
6.5 Trademarks and Service Marks
All content, trademarks, service marks, and other intellectual property rights displayed on or through Canyon Land platforms and services are the property of Canyon Land or its licensors. Nothing in these Terms grants Client any right to use Canyon Land's trademarks or service marks without prior written consent.
7. Warranties
7.1 Limited Warranty - Services
Canyon Land warrants that its Services will be provided in a professional and workmanlike manner, consistent with generally accepted industry standards. Canyon Land makes no representation or warranty regarding any Client Materials supplied by Client for use in the Services or Deliverables, or any modifications made by Client or Client's agents to the Deliverables.
7.2 Software and Digital Files Warranty Disclaimer
ALL SOFTWARE, DIGITAL LIBRARIES, AND DRAWING FILES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CANYON LAND MAKES NO REPRESENTATION OR WARRANTY THAT SOFTWARE OR DIGITAL FILES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.
7.3 General Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, CANYON LAND GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NO REPRESENTATIVE OF CANYON LAND IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR TO MODIFY THE WARRANTY PROVIDED HEREIN. WITHOUT LIMITING THE FOREGOING, NO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE IS GIVEN OR MADE BY CANYON LAND.
8. Limitation of Liability
8.1 No Consequential Damages
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES, DRAWINGS, OR SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5, CANYON LAND'S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT FOR THE APPLICABLE STATEMENT OF WORK GIVING RISE TO THE CLAIM.
9. Indemnification
Client agrees to indemnify and hold harmless Canyon Land (including Canyon Land's directors, managers, officers, employees, equity holders, and affiliates) from and against any and all third-party claims, liabilities, losses, costs, demands, and reasonable expenses, including reasonable legal fees, relating to Services rendered under these Terms or otherwise relating to Canyon Land's reports, drawings, models, advice, and engagement. This indemnification obligation shall not apply where a court of competent jurisdiction finally determines that such claims resulted directly from the willful misconduct or fraudulent acts of Canyon Land.
10. End User License Agreement (Software & Digital Content)
The following provisions apply to any Software, custom CAD/BIM libraries, custom families, detail blocks, or digital content delivered, licensed, or made accessible by Canyon Land.
10.1 Grant of License
Canyon Land grants Client a non-exclusive, non-transferable license to use the Software and digital libraries solely for Client's personal or internal business purposes, subject to these Terms and any additional terms in the applicable SOW.
10.2 Restrictions
Client shall not: (a) reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law; (b) rent, lease, or lend the Software or digital libraries; (c) redistribute, sublicense, or provide commercial hosting services with the Software or digital libraries; or (d) use the Software or digital libraries for any purpose other than as expressly authorized by these Terms.
10.3 Intellectual Property
All title, including copyrights, in and to the Software, digital libraries, and any copies thereof are owned by Canyon Land or its licensors. All rights not expressly granted are reserved by Canyon Land.
11. User Content and Accounts
11.1 User Content
Client retains all rights to content Client submits, posts, or displays on or through any Canyon Land platform or service. By providing content, Client grants Canyon Land a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, publish, and distribute such content solely in connection with the Services.
11.2 Accounts and Security
Where Canyon Land services require account creation, Client is responsible for safeguarding account credentials and for all activities occurring under Client's account. Client shall promptly notify Canyon Land of any unauthorized use of Client's account.
12. Injunctive Relief
The parties agree that any breach of the provisions of these Terms relating to intellectual property rights, confidentiality, or indemnification will cause the aggrieved party irreparable harm, and that such party shall be entitled to injunctive relief in addition to any other rights and remedies available at law or in equity.
13. Force Majeure
Except for payment obligations, neither party shall be liable for delays caused by fire, accident, labor dispute, war, insurrection, riot, act of government, act of God, epidemic, pandemic, or any other cause reasonably beyond its control; provided that each party shall use all reasonable efforts to minimize the extent of any such delay.
14. Term and Termination
14.1 Term
These Terms are effective upon execution of a Statement of Work or Client's first access to Canyon Land Software or Deliverables, and continue until all active SOWs are completed or terminated.
14.2 Termination for Breach
Either party may terminate these Terms or any SOW upon thirty (30) days' written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period.
14.3 Termination for Convenience
Canyon Land may terminate or suspend access to Software or digital services immediately, without prior notice, if Client breaches these Terms. Either party may terminate a service engagement for convenience upon the terms specified in the applicable SOW.
14.4 Effect of Termination
Upon termination, Client shall pay all fees accrued through the effective date of termination. Sections 5 (Confidentiality), 6 (Intellectual Property), 7 (Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (EULA), and 15 (Governing Law) shall survive termination.
15. General Provisions
15.1 Governing Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its rules concerning conflicts of laws. Exclusive venue for any action brought in connection with these Terms shall be in the state or federal courts located in the State of Connecticut.
15.2 Assignment
Neither party may assign any rights or obligations under these Terms without the prior written consent of the other party, except that Canyon Land may assign its rights and obligations with notice to Client in connection with any merger, consolidation, reorganization, change in control, or sale of substantially all assets related to these Terms.
15.3 Entire Agreement
These Terms, together with any executed Statements of Work and Change Orders, constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
15.4 Amendments
Canyon Land reserves the right to modify these Terms at any time. Material changes will be communicated to Client in writing. Client's continued use of Services or Software following notification of changes constitutes acceptance of the modified Terms.
15.5 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.6 Waiver
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
16. Contact Information
Canyon Land Group LLC | Connecticut LLC
Phone: +1 (602) 290-4727 | General Inquiries: Info@Canyonlandgroup.com
Precision & Clarity in Drafting and BIM Solutions.
Privacy Policy
Canyon Land Group LLC ("Canyon Land," "we," "our," or "us") is committed to protecting the privacy and security of your personal information. This privacy policy outlines how we collect, use, disclose, and safeguard your information when you interact with us, including through our website (canyonlandgroup.com), services, and other platforms.
2. Information Collection
We collect information in the following ways:
- Directly from You: Information you provide when engaging with our services, filling out contact forms, or subscribing to our newsletters. This includes but is not limited to name, email address, phone number, company information, and service requirements.
- Automatically Collected Information: We may collect information automatically when you visit our website, such as IP address, browser type, and usage data, utilizing cookies and analytics.
- From Third Parties: Information we may receive from other sources, such as business partners and public registries.
3. Use of Information
The information we collect is used to:
- Provide, operate, and maintain our drafting, BIM modeling, and technical design services.
- Improve, personalize, and expand our services and website user experience.
- Understand and analyze how you use our website and services.
- Develop new products, services, features, and functionality.
- Communicate with you for customer service, updates, and marketing/promotional purposes.
- Process transactions and send invoices.
- Identify, detect, and prevent fraud or security issues.
4. Sharing of Information
We may share information as follows:
- With service providers and subcontractors who assist us in providing our services or hosting our operations.
- With professional advisors such as lawyers, accountants, or auditors.
- With business partners to offer specific co-branded promotions or services.
- As legally required, such as to comply with a subpoena, court order, or applicable government regulations.
- In connection with a corporate sale, merger, or restructuring.
5. Data Security
We are committed to ensuring the security of your data. We implement a variety of technical and organizational security measures to maintain the safety of your personal information. However, please note that no method of transmission over the Internet or electronic storage is 100% secure.
6. Your Data Rights
You have the right to:
- Request access, correction, or deletion of your personal data held by us.
- Object to the processing of your personal data.
- Request the transfer/portability of your personal data.
- Withdraw your consent at any time where Canyon Land relied on your consent to process your personal information.
To exercise any of these rights, please contact us at the email provided below.
7. Third-Party Links
Our website may contain links to third-party websites. We are not responsible for the privacy practices, content, or safety of these external sites.
8. Children's Privacy
Our website and services do not address anyone under the age of 18 ("Children"). We do not knowingly collect personally identifiable information from anyone under the age of 18. If you are a parent or guardian and you are aware that your child has provided us with Personal Data, please contact us.
9. Changes to This Privacy Policy
We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page and updating the "Effective Date" at the top of this document.
10. Contact Us
If you have any questions about this Privacy Policy, please contact us at:
Canyon Land Group LLC
10 Sandy Lane, Norwich, CT 06360
Email: Info@Canyonlandgroup.com