These Buildr API Terms and Conditions (this “Agreement”) govern your access to and use of the Buildr APIs and Buildr’s Development Accounts (collectively the “Developer Offerings”).

Overview and Definitions

This Agreement forms a binding agreement between you and Buildr. “Buildr,” “we,” “our,” and “us” refer to Buildr, LLC and its affiliates, and “Developer,” “you,” and “your” refer to you, as an individual, or the company or legal entity you represent.

You agree to this Agreement by accessing or using the Developer Offerings or by clicking “accept” (or similar button). If you do not agree to this Agreement, do not use our Developer Offerings.

If you are accepting this Agreement or accessing or using the Developer Offerings on behalf of another person, employer or entity: (a) you represent that you have the authority to do so, (b) all references to “you” throughout this Agreement will include that person, employer or entity, and (c) in the event you, the person, employer or entity violates this Agreement, the person, employer or entity agrees to be responsible to us.

We may supply different or additional terms, conditions, guidelines, policies, or rules in relation to our Developer Offerings (“Supplemental Terms”), including Buildr User Terms of Service, 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 for that conflict.

BUILDR MAY, IN ITS SOLE DISCRETION, MODIFY THIS AGREEMENT AT ANY TIME, WITH OR WITHOUT PRIOR NOTICE. 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.

Definitions

“Application”means any application, integration, connector, embedded experience, website, tool, service, or product you develop, create, or offer using the Buildr APIs, including any enhancements, upgrades, updates, bug fixes, patches, new versions and other modifications to any of the foregoing.

“Buildr APIs” means: (a) any form of machine accessible application programming interface Buildr makes available to you that provides access to the Service, including associated tools, elements, components and executables therein, (b) Buildr’s software development kits, (c) Buildr sample code that enables interactions with Buildr’s services or software, and (d)  Buildr  Developer Documentation. Buildr APIs do not include non-public APIs.

”End User” means end users of your Application.

“End User Data” means any data, content or information of an End User that is accessed, collected or otherwise processed by you or your Application.

“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.

“End User Terms” means a legally adequate agreement governing an End User’s use of an Application.

“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 your Application or systems that operate or support your Application; or (c) issue involving your systems or Application that materially degrades the Developer Offerings, Service, or Buildr’s systems or networks.

“Service” means Buildr’s pre-construction management platform and other cloud and software products offered by Buildr; however, the term “Service” does not include the Developer Offerings.

Access to and Use of the Developer Offerings

Eligibility

To use the Developer Offerings, you agree that you: (a) must be at least 18 years old, or older if required by applicable law for Buildr to lawfully provide the Developer Offerings to you without parental consent; (b) will only have one registered account, as applicable; and (c) are not already restricted by Buildr from using the applicable Developer Offerings. 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.

Registration and Your Account

Registration with Buildr and the creation of a development account with Buildr (a “Development Account”) is optional for use of some Buildr APIs but may be required for use of other Buildr APIs. In connection with your registration with Buildr or the creation of a Development Account, you must provide complete, accurate, and truthful information and update the registration information promptly if there are any changes. You may only permit your authorized users to access your Development Account and are responsible for: (a) maintaining the confidentiality of their login credentials for your Development Account, and (b) all activities that occur under your Development Account. You may not assign or transfer your Development 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 Development Account that results from the theft or misappropriation of your login credentials.

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.

Notices and Messaging

You understand that by accessing or using the Developer Offerings, you may receive regular updates, marketing, and other communications regarding new or existing Buildr promotions, products and services. You agree that Buildr will provide notices and messages to you in the following ways: (1) within your Development Account, or (2) sent to the contact information you provide us (e.g., email, mobile number, physical address). You may opt out of receiving promotional or marketing communications from us at any time by using the unsubscribe link in the email communications we send.

License to You

Subject to the restrictions set forth in the “Use Restrictions” sections below, Buildr grants you a non-exclusive, worldwide (subject to this Agreement), non-transferable, limited license to: (a) access and use the Buildr APIs only to develop, test and support an integration of your Application with the Services; and (b) access and use your Development Account created in accordance with this Agreement solely to develop, modify or test your Application or demonstrate your Application to potential End Users. You may not sell, rent, lease, sublicense, redistribute, or syndicate specific access to the Developer Offerings.

License to Buildr

To the extent you provide any of your content, data, information, personal data and other materials (collectively, the “Developer Data”, which, for the sake of clarity, does not include End User Data), via your Application or other means to the Services, you hereby grant Buildr Group (defined below), 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 Services. 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.

Use Restrictions

Your rights to access and use to the Developer Offerings is subject to compliance with 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 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: (a) use your Developer Offerings as a managed service or for outsourcing, renting or time-sharing; (b) use your Developer Offerings for volume, stress or performance testing activities except as expressly authorized herein or by Buildr in writing; (c) reprint, distribute or embed any Developer Documentation or Service documentation; (d) copy, modify or create a derivative work of the Developer Offerings; (e) gain or attempt to gain unauthorized access to the Service.

Audit and Access Rights

If Buildr believes there is, may be or will be a violation of this Agreement that can be remedied by modifying or updating your Application, Buildr will, in most cases, contact you to take direct action rather than intervene. Buildr may directly intervene to take action if you are not responsive, or if we believe there is a credible risk of harm to Buildr, the Service, our customers, End Users or any third party. Buildr reserves a right to audit your Application to make sure it does not violate this Agreement, the Supplemental Terms, or our policies. You agree that you will cooperate with such audits and provide Buildr with proof that your Application complies with these Terms, 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.

APIs and Documentation Modifications

Buildr, in its sole discretion, may change the Developer Offerings, including the Buildr APIs (including backwards incompatible changes), the Developer Documentation and Services. Buildr will use reasonable efforts to give notice of these changes via the Developer Documentation, your Developer Account, or other method chosen by Buildr. 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.

Support

You will have access to technical support in respect of the API Services via email, apisupport@buildr.com. Support does not include training or implementation of the Services 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 respond within 2 business days and use commercially reasonable efforts to fix any errors that you are experiencing or answer any questions you might have regarding use of the Services.

End Users

End User Data. An End User may provide permission for you or your Applications to access End User Data.

Collection and Use. You will provide all required disclosures and must obtain all necessary rights, permissions, and consents from End Users for your access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of End User Data. You will ensure that all processing complies with your End User Terms, End User Privacy Policy, and applicable law. You will not sell or exchange any End User Data. 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.

End User Communications. You may use End User Data to communicate directly with End Users only where required by law or where requested by or consented to by the End User. You may not send marketing messages to End Users within any user experience integrated or embedded with the Service without Buildr’s express written consent.

End User Terms

You (not Buildr) provide the Application to your End Users. You must ensure End Users agree to your End User Terms, which must comply with all applicable laws and regulations and this Agreement. Your End User Terms must at a minimum specify that: (a) the End User Terms are 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 Terms and that, upon the End User’s acceptance of the End User Terms, Buildr will have the right (and will be deemed to have accepted the right) to enforce the End User Terms against the End User as a third-party beneficiary thereof).

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 or End User Privacy Policy.

End User Privacy Policy

You must provide a clear, understandable and accurate End User Privacy Policy that: (a) 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; and (b) 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. Your End User Privacy Policy must provide clear and complete information to End Users on your access, collection, and processing of End User Data, who you share End User Data with, which country or countries the End User Data will be processed in, details of any other disclosures required by law such as data subject rights, and the mechanisms for exercising data subject rights as applicable. You must comply with your End User Privacy Policy, and promptly notify end users and Buildr of any material changes to it.

Security

You must use industry-standard security measures appropriate for all End User Data and your processing activities, adequate to preserve End User Data’s confidentiality and security and comply with all applicable laws. You will comply with any security, coding practices, authentication or encryption requirements for Applications in the Developer Documentation. You will remediate all security vulnerabilities identified by Buildr within the timeframes described in the Developer Documentation.

Security Incidents.

Upon discovery or notice of any Security Incident or of any breaches of your user agreement or privacy policy that impact or may impact customers or users of the 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 Service, Developer Offerings, End Users and End User Data. 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 your Application to the Service and/or the Developer Offerings without prior notice as a result of any Security Incident.

Upon discovery or notice of any Security Incident or of any breaches of your End User Terms or End User Privacy Policy that impact or may impact customers or users of the Service, unless prohibited by law, you will promptly (within 24 hours) notify Buildr via email to security@buildr.com. The notice must provide Buildr information about the Security Incident and how it may affect the Service, Developer Offerings, End Users and End User Data. 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 your Application to the Service and/or the Developer Offerings without prior notice as a result of any Security Incident.

Ownership and Proprietary Rights

Reservation of Rights

You retain your ownership rights in your Application. Buildr owns and will continue to own the Developer Offerings, the Developer Documentation and the Service, including all related intellectual property rights therein. Buildr retains all rights not expressly granted by this Agreement.

Feedback

If you send us any feedback or suggestions regarding the Developer Offerings, Developer Documentation, or any Service, you grant Buildr an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any compensation or attribution to you. Buildr, in its sole discretion, may choose whether or not to implement the suggestions.

Usage Data

Buildr may collect information regarding use of the Developer Offerings, Applications, Services and related sites (excluding any personally identifiable information).

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. Upon termination of this Agreement, all rights and licenses granted to you will terminate immediately. Upon termination of the Agreement, you will promptly destroy copies of any documentation and any other Buildr information in your possession or control that was received under this Agreement. Unless otherwise specified by Buildr, all End User licenses and subscriptions to Applications (including any related support or maintenance periods) will survive termination or expiration of this Agreement per the End User Terms.

Representations; Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE DEVELOPER OFFERINGS, SERVICE, DEVELOPER DOCUMENTATION AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US 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 REPRESENT OR WARRANT THAT THE SERVICE OR DEVELOPER OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WHILE BUILDR ATTEMPTS TO MAKE YOUR USE OF OUR DEVELOPER OFFERINGS AND ANY CONTENT THEREIN SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICE OR DEVELOPER OFFERINGS 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 AND 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.

Limitation of Liability

IN NO EVENT WILL BUILDR, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES AND AGENTS (“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 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 SERVICE OR 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.

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 (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) your actual or alleged misuse or your End User’s actual or alleged misuse of the Service or Developer Offerings, (b) your Developer Data, Application(s) and any content or data included therein or processed thereby, (c) your relationships or interactions with any End Users or third party; (d) you or your authorized user’s breach or alleged breach of this Agreement; (e) any Security Incidents related to your Applications, infrastructure or third party services supporting your Applications or infrastructure; (f) your or your End User’s violation of your End User Terms or End User Privacy Policy, (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).

Release

To the fullest extent permitted by applicable law, you release Buildr, the Buildr Group, and the other Buildr Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between you and your End Users and the acts or omissions of third parties.

Buildr Confidential Information

You may gain access to Buildr’s confidential or proprietary information. Buildr’s confidential or proprietary information includes all 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 (“Confidential Information”). The Developer Offerings and any nonpublic Developer Documentation, APIs, technology, technical information, product plans, and related communications from Buildr are 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, but before doing so, you will, if permitted by law: (a) promptly notify Buildr in writing, (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 will only disclose the information legally required.

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 your Applications. Subject to Buildr’s obligations under this Agreement and the terms of any mutually agreed non-disclosure agreement, 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.

Changes to the Buildr API

Updates

Buildr reserves the right to require Developer to install or update any and all software to continue using the Buildr API and the Service. You acknowledge that Buildr may make updates to the Buildr API from time to time, and at its sole discretion. You must implement and use the most current version of the Buildr API and to make any changes to your Application that are required as a result of such update, at your sole cost and expense. Updates may adversely affect the manner in which your Application accesses or communicates with the Buildr API. Your continued access or use of the Buildr API following an update or modification will constitute binding acceptance of such update.

Access and Use

We may change or discontinue the availability of some or all of the Buildr API 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 API. Your continued use of the Buildr API following a subsequent release will be deemed your acceptance of modifications.

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.

General

Force Majeure

Neither party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, 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.

Survival

The sections titled “Ownership and Proprietary Rights,” “Termination,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification of Buildr,” “Release,” “Buildr Confidential Information,” “General,” and those sections intended to survive by their nature will survive any termination of this Agreement.

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.

Notices

Notices must be in writing and will be deemed given when delivered. Buildr may provide notice to the email or physical address you provide or through Buildr’s developer website. Your notices to Buildr must be given 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. All notices must be in writing and will be effective when received.

Export Controls

Applications 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, Service and/or 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 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.

Modifications to this Agreement

Buildr may modify this Agreement from time to time, including any referenced Supplemental Terms, policies, terms or their URLs. Buildr will use reasonable efforts to notify you of 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.

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.

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.

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.

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.

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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