User Terms of Service

The https://www.buildr.com, https://www.buildr.app, https://handover.buildrtech.com websites, and any other website on which these User Terms of Service (these “Terms”) appear, and any software, mobile applications, products, devices, or other services offered by Buildr and other services offered through third parties integrating Buildr functionality (collectively, “Offerings”), are made available by Buildr, LLC (are collectively, “we”, “us”, “our”, or “Buildr”). You may access and use the Offerings only under these Terms and any separate master services agreement or product-specific, supplemental or other terms that apply specifically to a particular Offering (collectively, “Special Terms”). If there is any conflict between these Terms and the Special Terms, the Special Terms will control in relation to their subject matter.

These Terms apply to you and your use of the Offerings. By registering, accessing, or using the Offerings you agree to these Terms, Buildr's Privacy Notice (https://www.buildr.com/legal/privacy), and any other policies identified herein, which are incorporated by reference into these Terms. If you are using the Offerings on behalf of your employer or a legal entity, you represent and warrant that you are authorized to bind your employer or that entity to these Terms. In addition, these Terms apply to and are binding on anyone who is authorized by the employer or legal entity to access or use the Offerings.

Using the Offerings

Eligibility

To use the Offerings, you agree that you: (1) must be at least 18 years old, or older if required by applicable law, for Buildr to lawfully provide the Offerings to you without parental consent (including use of your Personal Data as defined in Buildr’s Privacy Notice (2) will only have one registered account; (3) are not already restricted by Buildr from using the Offerings. Creating an account with false information is a violation of these Terms, including registering accounts on behalf of others.

Registration and Your Account

Certain Offerings require registration. For those Offerings, you must provide complete, accurate, and truthful information and update the registration information promptly if there are any changes. Registered users are responsible for: (1) maintaining the confidentiality of their login credentials, and (2) for all usage and activities that occur under their account including use or activity by any third party they authorize or invite to access, use or connect to their account; and (3) all statements made or materials posted under their account, including liability for harm caused by such statements or materials. You may not assign or transfer your 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 account that results from the theft or misappropriation of your login credentials.

Paid Offerings

If there is a fee to use an Offering (a “Paid Offering”), the fee will be disclosed prior to registration.

Subscription Fees and Payments

Subscriptions. All Offerings are offered on a monthly subscription basis.
Subscription Term. Your subscription for an Offering will automatically renew each month, unless either party gives the other party notice (email is sufficient) of non-renewal at least ten (10) days before the end of the relevant subscription term. Notice of non-renewal to Buildr must be sent to autorenewal@buildr.com.
Fees. Except as set forth herein, all payment obligations are non-cancelable and fees for Offerings (“Fees”) paid are non-refundable. Fees may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates). Buildr may change Fees at any time, including changing from a free Offering to a Paid Offering provided that Buildr will first provide you with notice and an opportunity to terminate your free Offering per these Terms. Buildr will not charge you for a previously free Offering unless you have been previously notified of such Fees.
Payment Terms. All Fees will be billed in advance of each monthly subscription term. You will pay all Fees and Taxes within the time frame and in the currency requested, without deduction or setoff. You are responsible for providing Buildr with complete and accurate billing and contact information and updating Buildr of any changes. If you fail to pay any undisputed portion of an invoice, within ten (10) business days from notice of late payment, Buildr may, without limiting its rights and remedies, suspend provision of the applicable Offering(s) until Fees are paid in full. Buildr is not obligated to provide Offerings without payment of applicable Fees.
Taxes. Fees do not include any taxes, tariffs, levies, duties, or similar governmental charges or assessments of any nature, including, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases of access to the Offerings.

Notices and Messaging

You understand that by registering with the Offerings, you may receive regular updates, marketing, and other communications regarding new or existing Buildr products and services. You agree that Buildr will provide notices and messages to you in the following ways: (1) within the Offerings, or (2) sent to the contact information you provide us (e.g., email, mobile number, physical address); provided, however, we will not sent you any promotional or marketing communications via text message or phone calls unless you opt-in to receiving such communications.

Licenses and Restrictions

Limited License

As an Offering user, you are granted a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Offerings per these Terms for internal purposes only. Buildr may terminate this license at any time for any reason. Notwithstanding the license in this section, certain Offerings require you to register to access and use certain of the Offerings’ features.

Limitations

Any unauthorized use of the Offerings is prohibited. You may not:

Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available any of the Offerings to any third party.
Extract, decompile, reverse engineer, disassemble, or create derivative works based on the Offerings.
Use the Offerings to create a false identity, misrepresent your identity, create a profile for anyone other than yourself, or use or attempt to use another’s account;
Disclose information through the Offerings that you do not have the consent to disclose (such as confidential information of others, including your employer);
Determine the Offerings’ architecture or extract data or information about usage, or individual identities of other users of the Offerings via use of any network monitoring or discovery software or otherwise.
Override any security feature or bypass or circumvent any access controls or use limits of the Offerings;
Rent, lease, loan, trade, sell/resell, or otherwise monetize the Offerings or related data or access to the same, without Buildr’s consent;
Monitor, copy, scan, review, index, mirror, ping, or validate the Offerings via robot, spider, other automatic software or device, process, approach, or methodology, manual or otherwise (methods such as web scraping, harvesting, data extraction, data validation, or verification are prohibited).
Use the Offerings to transmit any computer virus, worm, defect, trojan horse, malicious code, or any other item of a destructive nature, or to upload to the Offerings any of the forgoing.
Use the Offerings to transmit any false, misleading, fraudulent, or illegal communications, information, or data.
Use the Offerings to phish, spoof, commit illegal or fraudulent activity, or violate applicable laws or regulations.
Use bots or other automated methods to access the Offerings, add or download contacts, or send or redirect messages;
Monitor the Offerings’ availability, performance, or functionality for any competitive purpose;
Damage, interfere, disable, or impair the operation of, or place an unreasonable load on, the Offerings (e.g., spam, denial of service attack, viruses, gaming algorithms);
Use the Offerings to violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;
Violate Buildr’s intellectual property or other rights, including using the word “Buildr” or its logos in any business name, email, or URL;
Imply or state that you are affiliated with or endorsed by Buildr without Buildr’s prior written consent;
Access unauthorized information;
Solicit information from minors or harm or threaten to harm minors;
Attack, threaten violence, stalk, harass, incite, harm, or intimidate any other user, person, or organization, or engage in any other threatening behavior;
Transmit, store, or post any material that is abusive, harassing, tortious, defamatory, derogatory, vulgar, pornographic, obscene, libelous, fraudulent, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, surveys, or any other form of solicitation or mass messaging, whether commercial in nature or not; or
Export or re-export the Offerings or any portion thereof in violation of any applicable export control laws and regulations.

You acknowledge that we have the right to monitor your access or use of the Offerings for the purpose of operating and improving the Offerings (including without limitation for security analysis, fraud prevention, risk assessment, troubleshooting and customer support purposes), to ensure your compliance with these Terms and any other agreements related to the Offerings and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency, or other governmental body.

If Buildr believes, in its sole discretion, that you may violate, have violated or attempted to violate any of these Terms, any policies referenced herein or any other agreements related to the Offerings, your use and access to the Offerings may be limited, temporarily revoked, or permanently revoked and Your Content may be modified or removed from the Offerings in Buildr’s sole discretion without notice to you. “Your Content” means any information, data and other content, in any form or medium, that is uploaded, submitted or posted to an Offering, or otherwise transmitted by you through an Offering (other than aggregated and anonymized information and data collected by Buildr).

Buildr Intellectual Property Rights

Except as expressly provided in these Terms or any other agreement related to the Offerings, nothing contained herein will be construed as conferring any license or right, by implication, estoppel, or otherwise, under copyright or other intellectual property rights.

Your Content

Buildr acknowledges that, as between Buildr and you, you own all right, title, and interest, including all intellectual property rights, in and to Your Content. Your hereby grant to Buildr (i) a non-exclusive, fully-paid up, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Content and perform all acts with respect to Your Content as may be necessary for Buildr to provide the Offerings to you, and (ii) a non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, worldwide license to reproduce, distribute, prepare derivative works based on, modify, and otherwise use and display Your Content incorporated within the Usage Data (as defined below).

Usage Data

Buildr may collect, use, share, and otherwise process usage information or data related to or derived from the access or use of the Offerings (“Usage Data”). Examples of Usage Data include information or data on user visits, user activity, and numbers and types of clicks or impressions, as well as statistical, functional, behavioral, or other information or data based on or derived from such access or use. Except where you have expressly provided your written consent, Buildr will only disclose Usage Data if such data does not contain personally identifiable data.

Feedback and Suggestions

By submitting suggestions or other feedback regarding the Offerings to Buildr, you agree that Buildr can use and publicly share such feedback (although it does not have to) for any purpose without compensation or attribution to you. You agree that you will have no recourse against Buildr for any alleged or actual infringement or misappropriation of any proprietary right in any feedback or suggestion you provide to Buildr. You hereby assign to Buildr all of your right, title and interest in and to any ideas, inventions, know-how, concepts, techniques, or other intellectual property embodied in, or covering any, suggestions or other feedback you give to Buildr in connection with the Offerings.

Relationship of Buildr and You

You are an independent third party to Buildr and nothing in these Terms will create or represent that there is any partnership, joint venture, agency, franchise, sales relationship, or employment relationship between you and Buildr.

Errors, Corrections, Changes and User Content

Buildr does not represent or warrant that the Offerings will be error-free, free of viruses or other harmful components, that defects will be corrected, or that they will always be accessible. Buildr does not warrant or represent that content or information available on or through the Offerings will be correct, accurate, timely, or otherwise reliable.

Except as separately agreed with you in writing, Buildr may: (1) modify, upgrade, change, suspend or discontinue any of our Offerings or any aspect of any Offering; and/or (2) modify the prices of Paid Offerings effective prospectively upon reasonable notice to you.

Except as required by law or separately agreed with you in writing, Buildr has no obligation to retain or provide you with copies of Your Content.

Third-Party Content and Links

The Offerings may host third-party content or information (“Third-Party Content”) or may include links to other websites or applications (“Third-Party Services”). Buildr does not control or endorse any Third- Party Content or Third-Party Service. You agree that Buildr is not responsible for the availability, accuracy, or content of any Third-Party Content or Third-Party Service.

Your use of and reliance on any Third-Party Content or Third-Party Service is at your own risk. Some of the services made available through the Offerings and Third-Party Services may be subject to additional third-party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies. It is your responsibility to familiarize yourself with any such applicable third-party terms.

Buildr is not responsible for and makes no representations or warranties about (a) any Third-Party Content or Third-Party Services or your use thereof, or (b) any third-party terms or your compliance with them. Buildr reserves the right to disable any link or remove any Third-Party Content and/or Third-Party Service at any time in its sole discretion.

Disclaimer

THE OFFERINGS ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. BUILDR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BUILDR DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO: (1) ANY ERRORS IN OR OMISSIONS FROM THE OFFERINGS INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (2) THIRD-PARTY COMMUNICATIONS, (3) ANY THIRD-PARTY SERVICES, WEBSITES, OR THIRD-PARTY CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS ON THE OFFERINGS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS IN OR OMISSIONS THEREIN, (4) THE UNAVAILABILITY OF THE OFFERINGS, (5) YOUR USE OF THE OFFERINGS, OR (6) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE OFFERINGS.

Limitation of Liability

IN NO EVENT WILL BUILDR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BUILDR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BUILDR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED $100.

Indemnification

You agree to indemnify, defend, and hold Buildr, officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or relating to: (1) your access to or use of the Offerings, including Your Content, (2) your violation of these Terms or any other agreements related to the Offerings, (3) your breach of your representations and warranties provided under these Terms or any other agreements related to the Offerings, (4) your products or services, or the marketing or provision thereof, or (5) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. 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 agree not to settle any such matter without the prior written consent of Buildr.

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the Orange County, California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Informal Negotiations. The parties will first attempt in good faith to promptly resolve any disputes arising out of or relating to these Terms (or the breach, termination, enforcement, interpretation, or validity thereof) (each a “Dispute”) by negotiation between representatives of each party with the authority to resolve such Dispute informally for at least thirty (30) days before initiating any arbitration. Informal negotiations begin upon written notice from one party to the other. Notices to Buildr must be sent to the email or physical address appearing in the Section entitled “How To Contact Us”. Buildr will send notice to you at your address in our records or by email to the email address provided by you in connection with your use of the Offerings.

Binding Arbitration. If the parties are unsuccessful in resolving the Dispute through informal negotiations, such Dispute will be submitted to final and binding arbitration. Arbitration will be conducted in English and administered as follows: (i) if in the U.S., by the American Arbitration Association (AAA) under its rules or (ii) if outside the U.S., by the International Centre for Dispute Resolution (ICDR) in accordance with the International Arbitration Rules then in effect. For more information, see www.adr.org (http://www.adr.org/). Except as required by law, neither party nor its representatives may disclose the existence, content, or results of any arbitration without the other party’s prior written consent.

The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any Dispute resolved by arbitration. The decision of the arbitrator will be in accordance with these Terms and will be binding upon the parties. Each party hereby waives any right it may otherwise have under the laws of any jurisdiction to any form of appeal. Judgment upon the award rendered may be entered in and enforced by any court of competent jurisdiction having jurisdiction over both parties. The arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim; however, a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity. These Terms govern if there is a conflict with the AAA or the ICDR rules as applicable.

Excluded Disputes. Notwithstanding the foregoing, neither party is required to arbitrate claims: (1) where all named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court; (2) seeking injunctive relief; or (3) seeking to enforce or protect, or concerning the validity of, any of your or Buildr’s intellectual property rights. However, if a small claim is transferred, removed, or appealed to a different court, either party may require that the claim be submitted to final binding arbitration.

Restrictions/No Class Actions. THE PARTIES AGREE THAT ANY CLAIM BROUGHT IN CONNECTION WITH A DISPUTE, WHETHER RESOLVED THROUGH ARBITRATION OR OTHERWISE, WILL TAKE PLACE ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION, AND THE RIGHT TO A TRIAL BY JURY. UNLESS BOTH YOU AND BUILDR AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

Severability. If the Restrictions/No Class Actions section is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts will not be arbitrated but will be resolved in a court of competent jurisdiction, with the balance resolved through arbitration. If any provision of this Dispute Resolution section is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions will still apply and shall be interpreted to as nearly as possible achieve the original intent, inclusive of the severed provision.

Survival. This Dispute Resolution section will survive any termination of these Terms or your use of the Offerings.

Termination

You or Buildr may terminate these Terms at any time with notice to the other. On termination, you lose the right to access or use the Offerings. The following will survive such termination: Registration and Your Account, Limitations, Your Content, Feedback and Suggestions, Disclaimer, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and the General sections of these Terms, and any other terms that would naturally survive by their nature. Any amounts owed by either party prior to termination remain owed after termination. Buildr will have no liability or responsibility to any user related to or arising out of any termination of access to the Offerings.

General

These Terms incorporate by reference any notices contained on this website, the Privacy Notice (https://www.buildr.com/legal/privacy) and any other referenced policies, and constitute the entire agreement with respect to access to and use of the Offerings (unless you and Buildr have entered into Special Terms that override these Terms). If there is conflict among the terms of the foregoing notice or policies, these Terms prevail. If any provision of these Terms is unlawful, void, or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect their validity and enforceability. If Buildr does not act to enforce a breach of these Terms, that does not mean Buildr has waived its right to enforce these Terms. You may not assign or transfer these Terms or any of your rights or obligations (or your membership or use of Offerings) to anyone without Buildr’s consent.

Privacy

Your use of the Offerings is subject to these Terms and Buildr's Privacy Notice. (https://www.buildr.com/legal/privacy)

Modifications to Terms

Buildr may, in its sole discretion, modify or revise these Terms at any time by posting the amended terms on the Offerings or otherwise linking to them in the Offerings. Buildr additionally may either: (1) notify you via the contact information associated with your account if you have registered for an Offering (you must ensure that Buildr's email is not filtered from your Inbox by your ISP or email software), or (2) post the date of the update on the Terms, Privacy Notice, or other applicable policies. You agree that your use of the Offerings after the date on which the Terms changed will constitute your acceptance of the updated Terms, and that you agree to be bound by such modifications or revisions.

How To Contact Us

If you have questions or concerns, please contact us at:

Buildr, LLC

2418 E Millbank Dr

Orange, CA 92867 USA

support@buildr.com

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