API Terms and Conditions

These Buildr API Terms of Use Agreement (this “Agreement”) governs the access to and use of the Buildr Developer Offerings (as defined in Section 1 below). Buildr, LLC (hereinafter, “Buildr,” “we,” “our,” and “us”) makes available the Developer Offerings to its customers who have obtained a subscription license or other access to the SaaS Service (as defined below) pursuant to a master services or subscription agreement, or similar customer agreement, entered into by Buildr and the applicable customer (hereinafter, the “MSA”). “Customer” as used in this Agreement shall mean the entity, business, or organization who has entered into the MSA.

PLEASE READ THIS AGREEMENT CAREFULLY - This Agreement forms a binding agreement between you , the user of the Developer Offerings and the Customer on whose behalf you use the Developer Offerings (you, together with the Customer, hereinafter referred to as “you,” and “your”) and Buildr.

ACCEPTANCE OF THIS AGREEMENT. BY REGISTERING A DEVELOPER ACCOUNT, CLICKING “I ACCEPT”, OR OTHERWISE ACCESSING AND/OR USING THE DEVELOPER OFFERINGS, OR ANY PART THEREOF, IN ANY MANNER, YOU REPRESENT AND WARRANT: (1) THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, (2) THAT YOU ARE DULY AUTHORIZED TO CREATE A DEVELOPER ACCOUNT AND OTHERWISE USE THE DEVELOPER OFFERINGS ON BEHALF OF THE CUSTOMER, AND (3) THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER AND TO LEGALLY BIND THE CUSTOMER TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR YOU DO NOT HAVE THE REQUISITE AUTHORITY SET FORTH ABOVE, DO NOT CREATE A DEVELOPER ACCOUNT, CLICK “I ACCEPT”, OR OTHERWISE ACCESS OR USE ANY OF THE DEVELOPER OFFERINGS.

BUILDR MAY, IN ITS SOLE DISCRETION, MODIFY THIS AGREEMENT AT ANY TIME AS SET FORTH IN SECTION 14.6. CONTINUED USE OF THE DEVELOPER OFFERINGS FOLLOWING THE RELEASE OF A SUBSEQUENT VERSION OF THIS AGREEMENT WILL BE DEEMED YOUR ACCEPTANCE OF ANY MODIFICATIONS MADE. THE “LAST UPDATED” LEGEND ABOVE INDICATES WHEN THIS AGREEMENT WAS LAST MODIFIED.

1. Definitions

“Application” means any application, integration, connector, embedded experience, website, tool, service, or product, including any enhancements, upgrades, updates, bug fixes, patches, new versions and other modifications to any of the foregoing, that you integrate or enable interoperability with the SaaS Service using the Buildr APIs.
“Authorized Users” means Customer’s employees and contractors that Customer has authorized to access and use the Developer Offerings, subject to and in accordance with the terms of this Agreement.
“Buildr APIs” means any form of Buildr’s proprietary and publicly available machine accessible application programming interfaces (APIs), including associated tools, elements, components and executables therein, (b) Buildr’s software development kits, scripts, sample code and/or other integration code and/or software that Buildr makes available to you to enable interoperability between an Application and the SaaS Service, as described in the Documentation. Buildr APIs as used herein do not include non-public APIs.
“Developer Account” has the meaning given to such term in Section 2.2.
“Developer Data” has the meaning given to such term in Section 6.3. “Developer Data” does not include End User Data or Usage Data.
“Developer Documentation” means the then-current user and technical documentation for the Buildr APIs available at Developer Documentation.
“Developer Offerings” means, individually and collectively, the Buildr APIs, Developer Documentation, and the Developer Accounts. “Developer Offerings” do not include the SaaS Service.
”End User” means end users of the Application, including, Authorized Users.
“End User Data” means any data, content or information (including, Personal Data, as defined in Section 6.4 below) of an End User that is accessed, collected or otherwise processed by you or the Application. “End User Data” does not include Usage Data.
“End User Agreement” means a legally adequate agreement entered into by you and each End User governing the use of the Application as further described in Section 6.6.
“End User Privacy Policy” means a legally adequate privacy policy provided by you to each End User from whom you or your Application collects, accesses, or processes End User Data as further described in Section 6.6.
“End User Terms” means the End User Agreement and End User Privacy Policy.
“Security Incident” means any actual or suspected: (a) unauthorized access, acquisition, use, disclosure, modification, loss or destruction of End User Data in the possession or control of you or your agents or contractors, (b) security vulnerability or compromise of the Applications or systems that operate or support the Applications; or (c) issue involving your systems or any Applications that materially degrades the Developer Offerings, SaaS Service, or Buildr’s systems or networks.
“SaaS Service” means Buildr’s proprietary pre-construction management platform and other cloud and software products that Buildr enables integrations with through the Buildr APIs. “SaaS Service” does not include the Developer Offerings.
“Usage Data” has the meaning given to such term in Section 7.3.
“User Data” means, collectively, Developer Data and End User Data.

2. Access to and Use of the Developer Offerings

2.1. Overview; Eligibility. To use the Developer Offerings, the Customer must have a current and valid MSA in effect with Buildr. Although the license to use the Developer Offerings is limited for use in connection with Customer’s license to the SaaS Service during the applicable subscription term (the “Subscription Term”), the terms and conditions of the MSA, including, without limitation, any support obligations or representations and warranties made by Buildr under the MSA, do not apply to the Developer Offerings and the use of the Developer Offerings is governed solely by the terms of this Agreement. You represent and warrant that any information that you provide in connection with your use of the Developer Offerings is accurate. Providing false information in connection with your use of the Developer Offerings or creating an account with false information is a violation of this Agreement, including registering accounts on behalf of others.
2.2. Account Registration; Authorized Users. Registration with Buildr and the creation of a developer account with Buildr (a “Developer Account”) is required for use of all Buildr APIs. In connection with your registration with Buildr or the creation of a Developer Account, you must, and you agree to: (a) provide complete, accurate, and truthful information, which may include, without limitation, name, location, e-mail address or other contact information of you and/or any other Authorized Users that are authorized to access the Developer Account (collectively, “Account Data”), and (b) maintain and update the Account Data promptly if there are any changes. You agree to notify us immediately of any unauthorized use of or access to the Developer Account. You may only permit Authorized Users to access the Developer Account and Developer Offerings and you acknowledge and agree that you are responsible and liable for: (a) maintaining the confidentiality of all Tokens and login credentials for the Developer Account, (b) all activities that occur under the Developer Account, whether or not authorized by you, and (c) all uses of the Developer Offerings made available to you under this Agreement, directly or indirectly, whether such use is permitted by, or in violation of, this Agreement. You further acknowledge and agree that any breach of this Agreement by any Authorized User will be deemed a breach by you. You may not assign or transfer your Developer Account to any other person or entity without Buildr’s prior written permission. You agree that Buildr is not responsible for third-party access to your Developer Account that results from the theft or misappropriation of your Tokens and/or login credentials.
2.3. Non-Public APIs. This Agreement does not grant you any right to access or use any of Buildr’s non-public APIs, which are governed by separate agreements and additional terms with Buildr.
2.4. Electronic Communications. You consent to receiving electronic communications from Buildr. These electronic communications may include notices about applicable transactional information and other information concerning or related to your use of the Developer Offerings and/or access to the SaaS Service through the Buildr APIs. These electronic communications are part of your relationship with Buildr and you receive them as part of your authorized access and use of the Developer Offerings. You agree that any notices, agreements, disclosures or other communications that Buildr sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.
2.5. Beta Services. From time to time, Buildr may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to the public (“Beta Services”). Beta Services may be subject to additional terms and conditions. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Buildr and subject to the confidentiality provisions in these Terms. Buildr makes no representations or warranties that the Beta Services will function. Buildr may discontinue the Beta Services at any time in its sole discretion. Buildr will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Buildr may change or not release a final or commercial version of a Beta Service in our sole discretion.
2.6. Supplemental Terms. We may supply different or additional terms, conditions, guidelines, policies, or rules in relation to our Developer Offerings (“Supplemental Terms”), and any other policies identified as Supplemental Terms herein, which are incorporated by reference into this Agreement. If there is a conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control solely with respect to the applicable subject matter of the applicable Supplemental Terms.

3. License Grants; Restrictions

3.1. License Grants. Subject to your compliance with the terms of this Agreement (including, without limitation, the restrictions set forth in Section 3.2 below), Buildr grants you a non-exclusive, worldwide (subject to this Agreement), non-transferable, non-sublicensable, limited license to access and use the Buildr APIs that are provided by Buildr to you under this Agreement solely to the extent necessary: (a) to develop and implement the Integration, solely through the calls, commands and specifications explicitly covered in the Developer Documentation, and (b) to test, maintain, and support the integration of the SaaS Service with the Application; in each case, in accordance with the Developer Documentation, and subject to any usage permissions or restrictions specified in the Developer Offerings, and/or in writing by Buildr (“Usage Parameters”).
3.2. Use Restrictions. Your rights to access and use to the Developer Offerings are subject to compliance with the terms of this Agreement, the MSA, the Developer Documentation, and Supplemental Terms, and any access to or use of the Developer Offerings other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights. You will: (1) not share, nor permit any other person or entity (including, any Authorized User) to share, your keys or credentials for the Buildr APIs (“Tokens”), (2) keep Tokens and login information secure and confidential, and (3) use Tokens as your sole means of accessing the Buildr APIs. You also will not, nor permit any other person or entity (including, any Authorized User) to: (a) reverse engineer, decompile, or otherwise attempt to access, obtain, derive, or otherwise learn any underlying source code or undocumented features related to the Buildr APIs and/or SaaS Service; (b) copy, modify, adapt, alter, translate, or create derivative works of, the Buildr APIs, SaaS Service, or any related documentation; (c) use, market, sell, resell, license, sublicense, distribute, rent, lease access to, or otherwise make available, the Developer Offerings to any third party; (d) use the Buildr APIs and/or SaaS Service to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (e) interfere with or disrupt the integrity or performance of the Developer Offerings and/or SaaS Service, or any of Biuldr’s systems, networks or data; (f) attempt to gain unauthorized access to the Developer Offerings and/or SaaS Service or its related systems or networks; (g) publicly disseminate performance information or analysis (including without limitation benchmarks) regarding the Developer Offerings and/or SaaS Service, except with Buildr’s prior written consent; (h) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Developer Offerings and/or SaaS Service, and/or any features that prevent or restrict use or copying of any content accessible through the Developer Offerings and/or SaaS Service, and/or features that enforce limitations on use of the Developer Offerings and/or SaaS Service, including, but not limited to, any Usage Parameters; (i) use Developer Offerings and/or SaaS Service in violation of any applicable laws, rules or regulations, including export regulations of any applicable jurisdiction; (j) delete the copyright and other proprietary rights notices within the Developer Offerings and/or SaaS Service; and/or (k) access and/or use the Developer Offerings and/or SaaS Service to develop a similar or competitive product or service.
3.3. Open Source Components. Certain items of software that may be provided as part of the Buildr APIs may be subject to “open source” or “free software” licenses (“Open Source Software”). Open Source Software may be owned by Buildr or by third parties. Each item of Open Source Software is licensed under, and you agree to comply with, the terms of the end-user license that accompanies such Open Source Software, which shall be provided to you upon request.
3.4. Audit and Access Rights. Buildr reserves the right to audit the Applications and use of the Developer Offerings to ensure the Applications and use of the Developer Offerings comply in all respects to the terms of this Agreement, the Supplemental Terms, our other applicable policies, and the MSA. You agree that you will cooperate with such audits and provide Buildr with proof that the Applications comply with this Agreement, the Developer Documentation, the Supplemental Terms, and Buildr’s policies. You agree that Buildr and its agents or contractors conducting the audit will bear no responsibility or liability arising from such audit.

4. Changes to the Developer Offerings

4.1. Changes and Modifications. Buildr, in its sole discretion, may change, update, modify, discontinue, terminate, and/or suspend the Developer Offerings (or any part thereof), including the Buildr APIs (including backwards incompatible changes) and the Developer Documentation, at any time, with or without notice. We may also change or discontinue the availability of some or all of the Buildr APIs at any time for any reason with or without notice. Such changes may include removal of features, or the requirements of fees for previously free features. We may also impose limits on certain features and services or restrict your access to some or all of the Buildr APIs. You agree that Buildr will not be liable to you, the Customer or to any third party (including, but not limited to, any Authorized User) for any modification, suspension or discontinuance of the Developer Offerings (or any part thereof)..
4.2. Updates. Buildr reserves the right to require Developer to install or update any and all software to continue using the Buildr APIs. Buildr will use reasonable efforts to give notice of these changes via the Developer Documentation, your Developer Account, or other method chosen by Buildr. To continue using the Buildr APIs following such updates, you must implement and use the most current version of the Buildr APIs and to make any changes to the Applications that are required as a result of such update, at your sole cost and expense. Updates may adversely affect the manner in which the Application accesses or communicates with the Buildr APIs and/or the SaaS Service. Portions of the Buildr API are undocumented, including certain methods, events, and properties. Undocumented aspects of the Buildr APIs may change at any time without notice.

5. Support. Buildr will use commercially reasonable efforts to provide you technical support with respect to the Buildr APIs as described in this Section. Support requests must be submitted via email to apisupport@buildr.com. Support does not include training or implementation of the Buildr APIs or integration of the SaaS Service with the Applications and does not include general training for use of personal computers or other online software. Once Buildr receives a support request from Customer, Buildr will use commercially reasonable efforts to (a) respond within 2 business days, and (b) fix any errors that you are experiencing or answer any questions you might have regarding use of the SaaS Service.

6. Your Responsibilities

6.1. Integration Activities. You assume all responsibility, at your sole cost and expense, to build, integrate, support, maintain, and operate the implementation, integration and interoperability of the Applications with the SaaS Service. In addition, you are solely responsible for the Applications, and all activities relating to the development, production, delivery, support, updating, and operation of the Applications. You represent and warrant that: (a) the Applications, your use of the Buildr APIs hereunder and integration with the SaaS Service as authorized under this Agreement, will not violate the rights of any third party (e.g., contract, copyright, patent, trademark, or other proprietary right of any person or entity), or any applicable regulation or law, including but not limited to any export, re-export, or import laws and the laws of any country in which the Applications are made available; and (b) you have the appropriate authorizations from the owner(s) of the Applications to integrate with the SaaS Service through the Buildr APIs as authorized under this Agreement.
6.2. Responsibility for the Applications. You (not Buildr) provide the Application to End Users, and you are solely responsible and liable for the Applications made available to End Users, and any use of the Applications by End Users. You agree to abide by (and be responsible for your and all End Users compliance with) applicable laws and regulations regarding the use of the Applications, including, without limitation, the access to, use, processing, and disclosure of End User Data through the Application. You further acknowledge and agree that any breach of this Agreement by any End User will be deemed a breach by you. For the avoidance of doubt, access to the SaaS Service through the Buildr APIs is subject to the terms of the MSA, and you and End Users shall comply with the MSA with respect to the access to the SaaS Service through the Buildr APIs in accordance with the terms of the MSA.
6.3. User Data. To the extent you or any Authorized User provides or discloses to Buildr any Account Data or other content, data, and/or information, including, without limitation, Personal Data (as defined below) under this Agreement, including, but not limited, in connection with the use of the Developer Offerings and/or the integration and implementation of the integration of the Application with the SaaS Service (collectively, “Developer Data”), you hereby grant Buildr Group (as defined below in Section 10), and its subprocessors, a worldwide right and license to access, host, perform publicly, display, process, analyze, transmit, reproduce, distribute, prepare derivative works based upon, and otherwise utilize Developer Data for the purposes of providing, developing and improving the Developer Offerings and the SaaS Service. You represent and warrant that the Developer Data, and Buildr’s use of the Developer Data as permitted by this Agreement, will not violate any rights of or cause injury to any person or entity. For the avoidance of doubt, any End User Data processed or transmitted through the SaaS Service in connection with the integration with the Application shall be subject to and governed by the terms of the MSA (including, without limitation the licenses granted to Buildr under the MSA with respect to such data), but solely to the extent such End User Data is processed through the SaaS Service.
6.4. Data Protection. You represent and warrant that you will comply with all applicable data protection laws, rules and regulations (“Applicable Data Laws”) with respect to any personal data (including, but not limited to, personal data of Authorized Users and/or End Users) transmitted, processed or submitted through the Application, or otherwise disclosed or provided to Buildr in connection with the use of the Developer Offerings and/or the SaaS Service through the integration (collectively, “Personal Data”), including, but not limited to (a) ensuring all such Personal Data is fairly and lawfully processed, on the basis of one or more legal grounds found in Applicable Data Laws, (b) implementing and maintaining appropriate industry standard technical and organizational information security measures that ensure the protection against the accidental, unlawful or unauthorized access, loss, disclosure or destruction of any such Personal Data in your possession or control, (c) complying with the exercise of individual rights by data subjects to which any Personal Data relates, and (d) matters relating to requests from and other interactions with any legal, regulatory and/or supervisory authority.
6.5. Data Collection and Use. You represent and warrant that you will obtain all permissions or approvals from each applicable data source as may be necessary or required for your access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of User Data (including, without limitation, Personal Data) through the Applications and/or through the Developer Offerings. You will ensure that all processing complies with the terms of this Agreement, the MSA, the End User Terms, and applicable laws. You agree to abide by (and be responsible for your and all Authorized Users and other End Users compliance with) applicable laws and regulations regarding the access to, use, processing, and disclosure of End User Data through the Application. Buildr will not be liable or responsible for End User Data processed by you or your Application. Your processing of End User Data is not in any way by or on behalf of Buildr.
6.6. End User Terms.
- 6.6.1. You must ensure End Users agree to your End User Terms, which must comply with all applicable laws and regulations and the terms of this Agreement.
- 6.6.2. Your End User Agreement must at a minimum specify that: (a) the End User Agreement is solely between you and the End User, not Buildr, and that you are solely responsible for the Applications and any content included therein, (b) you, not Buildr, are solely responsible for providing any delivery, implementation, maintenance and support services in connection with the Applications, (c) you, not Buildr, are solely responsible for any product warranties, whether express or implied by law, with respect to the Applications and any issues related to privacy, data security, data loss or other related security issues, (d) you, not Buildr, are responsible for addressing any claims of the End User relating to the Applications and any content included therein, including but not limited to: (i) product liability claims, (ii) any claim that the Applications or any content included therein fails to comply with any applicable law, and (iii) claims arising under consumer protection or similar legislation, and (e) you, not Buildr, will be solely responsible and indemnify the End User for any claims that the Applications or any content included therein infringes a third party’s intellectual property rights. You acknowledge and agree that Buildr is a third-party beneficiary of any End Users Agreement and that, upon the End User’s acceptance of the End User Agreement, Buildr will have the right (and will be deemed to have accepted the right) to enforce the End User Agreement against the End User as a third-party beneficiary thereof).
- 6.6.3. You must provide a clear and conspicuous, understandable and accurate End User Privacy Policy that complies with all applicable laws and regulations (including, without limitation, Applicable Data Laws), and at a minimum: (a) describes to its End Users the information that is collected through Application, and how such information is used and shared, including, but not limited to, how such information is shared with Buildr, including, but not limited to, through the integration of the Buildr APIs and/or SaaS Service with the Application; (b) specifies that processing of End User Data via the Application is between you (and not Buildr) and the End User based on the End User’s instructions to you; (c) notifies End Users that you (and not Buildr) are responsible for the privacy, security, and integrity of any End User Data processed by you or your Application.
- 6.6.4. You must comply with your End User Terms, and promptly notify end users and Buildr of any material changes to it. You shall immediately notify Buildr in writing of any breach (whether by you or any End User, or other person, individual or entity) of any End User Terms that impacts, or may impact, any customers or other users of the Developer Offerings and/or SaaS Service. Buildr does not and will not have any responsibility or liability related to compliance or non-compliance by you or any End User under the End User Terms.
6.7. Security. You are responsible for ensuring that all networks, computers and operating systems, servers, hosting facilities, software and other systems used to operate the Applications employ appropriate and adequate security measures to prevent unauthorized access to or use of the Buildr APIs, SaaS Service and any User Data processed through the Applications and/or Buildr API. You will comply with any security, coding practices, authentication or encryption requirements for the Applications in the Developer Documentation. You will remediate all security vulnerabilities identified by Buildr within the timeframes described in the Developer Documentation.
6.8. Security Incidents. Upon discovery or notice of any Security Incident or of any breaches of any End User Terms that impact or may impact customers or users of the Developer Offerings and/or SaaS Service, unless prohibited by law, you will promptly (within 24 hours) notify Buildr via security@buildr.com. The notice will provide Buildr information about the Security Incident and how it may affect the SaaS Service, Developer Offerings, User Data, and any data subjects whose information is included in any User Data involved or affected by such Security Incident. You will provide further information and assistance on the Security Incident as requested by Buildr. Without limiting your other obligations, if there is a Security Incident, you will be solely responsible, at your own expense, for the investigation, remediation and your own notifications to affected end users and regulatory authorities in accordance with laws and industry standards. You must obtain Buildr’s approval for any breach notifications to End Users that refer directly or indirectly to Buildr. You must ensure that you have an updated contact name and contact information in your Developer Account for Security Incidents. Without limiting any other reserved rights of termination or suspension, Buildr may immediately suspend use of or access of the Application to the SaaS Service and/or the Developer Offerings without prior notice as a result of any Security Incident.

7. Ownership and Proprietary Rights

7.1. Reservation of Rights. You retain your ownership rights in the Applications. Buildr owns and will continue to own and retain all right, title and interest, including all intellectual property rights, in and to the Developer Offerings, the SaaS Service and Usage Data (as defined below), any and all modifications, updates, improvements, and enhancements thereto. Buildr retains all rights not expressly granted by this Agreement and no implied licenses are granted hereunder. You understand and agree that nothing in this Agreement will be deemed to grant to you the right to re-brand, re-frame, operate or otherwise control the Developer Offerings and/or SaaS Service.
7.2. Feedback. If you provide any suggestions, recommendations, and/or feedback (whether originating from you, any Authorized Users and/or agents, or any End User) regarding the Developer Offerings and/or SaaS Service, or any part thereof, including, without limitation, new features or functionality relating thereto (collectively, “Feedback”), you hereby grant Buildr a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under your and your licensors’ intellectual property rights to reproduce, prepare derivative works of, distribute, perform, display, and otherwise fully use, practice and exploit such Feedback in any manner and for any purpose whatsoever. Any use of, or exercise of the foregoing licenses in and to, such Feedback shall be without attribution or payment to your and/or any third party (including, but not limited to, any Authorized User and/or End User).
7.3. Usage Data. You acknowledge and agree that Buildr monitors, collects and uses, for internal, external, and public use, anonymized statistics, metrics, analytics, and data in connection with your and your Authorized Users’ use of the Developer Offerings, and the processing of any User Data transmitted and/or processed through the Buildr APIs and/or integration with the SaaS Service, to improve, test, and maintain the Developer Offerings, SaaS Service, and to develop additional products and services (collectively, “Usage Data”). Usage Data will only be disclosed publicly in aggregate, non-personally identifiable form such that the Usage Data cannot be used to identify you or any individual Authorized User or End User.

8. Termination. You may terminate this Agreement by discontinuing use of the Developer Offerings or by providing a termination notice to Buildr. Buildr may terminate this Agreement at any time with or without cause, and without notice to you. In addition, this Agreement shall automatically terminate, without notice, upon termination or expiration of the MSA. Upon termination of this Agreement, for any reason, all rights and licenses granted to you will terminate immediately, and you shall (a) immediately cease all use of the Developer Offerings, including, any and all copies and components of the Buildr APIs (b) promptly disable the integration of the Applications with the SaaS Service, and destroy all copies of the Buildr APIs, Developer Documentation, and any Confidential Information or other Buildr information in your possession or control that was received under this Agreement.

9. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DEVELOPER OFFERINGS AND ALL RELATED COMPONENTS, SUPPORT, AND ANY OTHER INFORMATION, MATERIALS OR SERVICES PROVIDED BY BUILDR HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. BUILDR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE DEVELOPER OFFERINGS, OR THE INTEGRATION OR INTEROPERABILITY WITH THE SAAS SERVICE OR APPLICATIONS (A) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (B) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, CONTENT OR MATERIALS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE DEVELOPER OFFERINGS, APPLICATIONS, AND ANY INTEGRATIONS AND/OR INTEROPERABILITY WITH THE SAAS SERVICE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH BUILDR AND BUILDR’S RESPECTIVE AFFILIATES, SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

10. Limitation of Liability. IN NO EVENT WILL BUILDR, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES AND AGENTS (COLLECTIVELY, THE “BUILDR GROUP”) HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SAAS SERVICE OR DEVELOPER OFFERINGS HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL BUILDR GROUP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE DEVELOPER OFFERINGS, AND/OR THE USE OR INABILITY TO USE ANY PART OF THE DEVELOPER OFFERINGS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED US$100. The limitations under this Section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law.

11. Indemnification of Buildr. You will indemnify, defend (at Buildr’s request) and hold Buildr Group and their respective employees, agents, subprocessors, contractors, customers, end users and licensees (collectively, the “Buildr Parties”) harmless from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from: (a) any actual or alleged misuse of the Developer Offerings, (b) the Application(s) and any content or data included therein or processed thereby, including, but not limited to, any User Data, (c) your relationships or interactions with any End Users or third party; (d) you or any Authorized User’s breach or alleged breach of this Agreement; (e) any Security Incidents related to the Applications or infrastructure, or third party services supporting the Applications or infrastructure; (f) violation of any End User Terms by you, or any Authorized User or End User, (g) your actual or alleged infringement of any third party’s intellectual property rights or rights to privacy or publicity, or (h) your actual or alleged violation of any law or regulation. Buildr reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You may not settle a claim without Buildr’s prior written consent (not to be unreasonably withheld).

12. Buildr Confidential Information. You may gain access to Buildr’s confidential or proprietary information under this Agreement, including, but not limited to, the Developer Offerings, Buildr APIs, Tokens, technology, technical information, product plans, and related communications, and any and all other information in tangible or intangible form labeled “confidential” (or with a similar legend) or information that would reasonably be understood to be confidential by its nature (collectively, “Confidential Information”). You may use Confidential Information only as necessary in exercising your rights under this Agreement. You agree to protect Confidential Information from unauthorized use, access, or disclosure and to not disclose Confidential Information to a third party without Buildr’s prior express written consent, except when compelled to do so by law, provided that, before doing so, you shall: (a) promptly notify Buildr in writing (except to the extent prohibited by applicable law), (b) reasonably cooperate with Buildr (at Buildr’s sole expense) if Buildr chooses to seek a protective order or other remedy to prevent or limit the disclosure of Confidential Information, and (c) not disclose any Confidential Information until Buildr has chosen in its sole discretion to waive compliance with this Section as to such Confidential Information or has been granted or denied a protective order. If you must disclose Confidential Information after complying with this Section, you shall only disclose the information legally required.

13. Independent Development; Information You Provide Is Not Confidential. Buildr develops its own products and services and works with other parties and developers. Buildr or these third parties could in the future develop (or already have developed) products, concepts or ideas similar to yours or the Applications. Subject to Buildr’s obligations under this Agreement and the terms of any non-disclosure agreement mutually agreed upon and entered into between Buildr and the Customer, nothing limits Buildr or such third parties from doing so, and Buildr has no confidentiality obligations for information you submit in connection with this Agreement.

14. General

14.1. Force Majeure. Buildr will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond its reasonable control, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and government action.
14.2. Survival. The Sections titled “Ownership and Proprietary Rights,” “Termination,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification of Buildr,” “Buildr Confidential Information,” “General,” and those Sections intended to survive by their nature will survive any termination of this Agreement.
14.3. Relationship of the Parties. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to this Agreement.
14.4. Notices. . Your notices to Buildr must be in writing and sent via email to legalnotice@buildr.com or by overnight delivery to Buildr, LLC, Attention Chief Legal Officer, 2418 E Millbank Dr., Orange, CA 92867 USA and will be deemed delivered five (5) business days after being deposited in the mail as required above, or upon Buildr’s confirmation of receipt if sent by email. All notice to you under this Agreement shall be sent via email to your email address specified in the Developer Account, and deemed delivered upon transmission.
14.5. Export Controls. The Developer Offerings may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that: (a) you are not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; (b) you are not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions, and (3) you will not use the Developer Offerings, SaaS Service and/or the Applications in connection with technical data that is controlled under ITAR, any of its foreign counterparts, or any national security laws or regulations. You agree to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and ITAR. Specifically, you agree that you shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Developer Offerings, SaaS Service, or the Applications, to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
14.6. Modifications to this Agreement. Buildr may modify this Agreement from time to time, including any referenced Supplemental Terms, policies, terms or their URLs. The revised Agreement will be accessible at https://buildr.com/legal/api-terms-and-conditions. All updates and modifications to this Agreement will be effective from the day they are posted, as indicated by the “Last Updated” date set forth above. If Buildr makes any material changes to this Agreement, Buildr will provide reasonable prior notice of such changes by sending a notification to the email address Buildr has on file for you. Notwithstanding the foregoing, it is your responsibility to regularly visit and review this Agreement for updates, changes, and modifications. You may be required to click through the modified version of this Agreement to show your acceptance. Your continued use of the Developer Offerings after the modification constitutes your acceptance to the modifications. If you do not agree to the modified version of this Agreement, your sole remedy is to terminate your use of the Developer Offerings.
14.7. Waiver. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
14.8. Severability. This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
14.9. Assignment. You may not assign or delegate any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Buildr (not to be unreasonably withheld). Any purported assignment in violation of this Section is void. Buildr may freely assign this Agreement without restriction and without obtaining your consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.10. Governing Law and Venue. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the State of California, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in Los Angeles County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party consents and submits to the exclusive jurisdiction of such courts. Nothing in the Agreement will prevent Buildr from seeking injunctive relief for a violation of intellectual property rights, any Security Incident or security issue, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction. Each party waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
14.11. Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. If any conflict or inconsistency exists between the provisions in this Agreement and any other documents or pages referenced or linked in this Agreement, the following order of precedence will apply: (a) this Agreement, (b) Developer Documentation, and (c) any other documents or pages referenced or linked in the Agreement.

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