3.1 As between you and ConstructConnect, ConstructConnect (or its applicable licensor) (a) shall own and retain all right, title and interest in and to any and all copyrights, trademark rights, patent rights, database rights, trade secrets and other intellectual property or other rights in and to the ConstructConnect Services (including, without limitation, any and all content and materials accessible via the ConstructConnect Services, other than any Subscriber Material provided by you which is subject to Section 3.2 below), the Site, and the Documentation, any improvements or design contributions to or derivative works of any of the foregoing, and any knowledge or processes related to any of the foregoing and/or provided by or on behalf of ConstructConnect hereunder, and (b) shall own and retain all right, title and interest in and to any and all data that ConstructConnect (i) generates in connection with the operation of the Site and/or provision of the ConstructConnect Services, or (ii) derives or aggregates from any Subscriber Material (as defined below) provided to ConstructConnect hereunder. Except for the limited rights expressly granted to you under this Agreement, no right or license is granted to you in or to any of the foregoing, and ConstructConnect hereby expressly reserves all rights not explicitly granted to you under this Agreement.
3.2 Without limiting anything in Section 3.1 above, and subject the license rights granted to ConstructConnect herein, except as otherwise expressly set forth in this Agreement or a separate applicable agreement between the parties hereto, as between you and ConstructConnect, you (or your applicable licensor) shall retain ownership of your (or your applicable licensor’s) rights in anything you send, disclose, upload, post, or otherwise provide to ConstructConnect by or through the ConstructConnect Services, the Site (including, without limitation, via postings to any interactive portions of the ConstructConnect Services or the Site), postal mail, e-mail, or hand delivery (collectively “Subscriber Material”), including, without limitation, any Subscriber Material consisting of blueprints, technical designs and drawings, specifications, building plans or other similar technical information, in each case, which are exclusively related to a specific construction project or proposal (“Project Specific Material”); provided that you hereby grant to ConstructConnect and its affiliates a non-exclusive, worldwide, freely transferable, freely sublicensable, perpetual, irrevocable, royalty-free right and license (a) under all Project Specific Material, to use, reproduce, distribute, publicly display, publicly perform, modify, create derivative works of, and use, make, have made, sell, offer to sell and import products and services based upon such Project Specific Material, in connection with the Services, the Site and any other products or services of ConstructConnect or its affiliates, in each case for the purposes of use of the foregoing by you in furtherance of the applicable construction project or proposal to which such Project Specific Material relates, (b) under all other Subscriber Material, to combine such Subscriber Material with other data and to use, transmit, distribute, reproduce, modify, edit, adapt, translate and reformat such Subscriber Material in any manner, in whole or in part, to provide, facilitate, enhance and troubleshoot the Services, provide similar services to third parties, and develop and enhance other products and services, provided, that ConstructConnect and its affiliates shall not disclose to any third party any of your personally identifiable information as the source of any Subscriber Material without your’s prior written permission, and (c) under all other Subscriber IP, to use, reproduce, distribute, publicly display, publicly perform, modify, create derivative works of, and use, make, have made, sell, offer to sell and import products and services based upon such Subscriber IP in connection with, or in furtherance of, the Service, the Site, the Software and any other products or services of ConstructConnect. Notwithstanding the scope of the foregoing licenses, nothing in this Agreement shall restrict or prohibit ConstructConnect from making any use of any Project Specific Material, Subscriber Material or Subscriber IP otherwise permitted under the doctrine of fair use. you hereby represent and warrant to ConstructConnect that (i) you have obeyed all laws and obtained all consents necessary to grant such licenses of Project Specific Material, Subscriber Material and Subscriber IP to ConstructConnect and its affiliates, (ii) you have and will maintain the irrevocable and unconditional right, power and authority to grant such licenses to ConstructConnect, and (iii) use by ConstructConnect, in accordance with this Agreement, of any Subscriber Material or Subscriber IP will not infringe, misappropriate or otherwise violate any Intellectual Property Rights or other rights of any person or entity. Notwithstanding the scope of the foregoing licenses, you expressly acknowledge and agree that nothing in this Agreement shall restrict or prohibit ConstructConnect and its affiliates from making any use of any Subscriber Material otherwise permitted under the doctrine of fair use.
3.3 If you send, disclose, upload, post, or otherwise provide to ConstructConnect any Subscriber Material, you hereby (a) acknowledge and agree that you are providing such Subscriber Material to ConstructConnect on a non-confidential basis, and ConstructConnect will have no obligation to keep such Subscriber Material secret, to refrain from using such Subscriber Material in accordance with this Agreement, or to compensate you for the receipt or use of such Subscriber Material, (b) release ConstructConnect from any liability under any legal theory in connection with the use, modification, sale, or disclosure of any Subscriber Material to the extent such use, modification, sale or disclosure is permitted under this Agreement, and (c) irrevocably waive all “moral rights” you may have in such Subscriber Material.
3.4 User may choose to use products or services that are provided or supported by third parties (“Third-Party Services”) for use with ConstructConnect Services. Third-Party Services are provided pursuant to the terms of the applicable third-party license or separate agreement between the licensor of the Third Party Services and User, and ConstructConnect assumes no responsibility for, and hereby specifically disclaims any and all liabilities and/or obligations with respect to, any and all Third-Party Services.