Thanks for choosing BuildQ! Our mission is to accelerate the development, financing, and delivery of real assets. We do this by providing a unified platform and suite of applications, services, and marketplaces designed to keep your project data secure, accessible, and in sync—so teams can move faster, with greater confidence.
This BuildQ Services Agreement (this “BSA”) is entered into by and between BuildQ, Inc. (“BuildQ,” “we,” “our,” or “us”) and the entity agreeing to these terms (“Customer,” “you,” or “your”). This BSA governs access to and use of the Services and any Beta Services. This BSA, any Service-Specific Terms, and each applicable Order are collectively referred to as the “Agreement.” Capitalized terms not otherwise defined herein are defined in Section 19.
BY ACCEPTING THIS BSA, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, SIGNING AN ORDER REFERENCING THIS BSA, USING THE SERVICES, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS BSA, YOU: (A) AGREE TO THE AGREEMENT ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT; AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THE AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE AGREEMENT, YOU MUST NOT ACCEPT THIS BSA AND MAY NOT USE THE SERVICES.
1.Services
1.1Scope of Services. The Services consist of BuildQ’s AI-enabled enterprise software platform and tools designed to facilitate infrastructure project development, financing, and operations. The platform supports analytics, document handling, project collaboration, and integrations with third-party platforms.
1.2Service-Specific Terms. Certain Services, or portions thereof, may be subject to additional terms, including third party terms and conditions, that are specific to the particular Services and are set forth in the Service-Specific Terms. By accessing or using Services covered by any Service-Specific Terms, you agree to the applicable Service-Specific Terms. If there is a conflict between this BSA and the Service-Specific Terms, the Service-Specific Terms will control with respect to the applicable Services or portions thereof.
2.BuildQ Responsibilities
2.1BuildQ shall: (a) make the Services and one or more Workspaces available to Customer as described in the applicable Orders; (b) upon Customer’s request, discontinue a User’s access to a Workspace or delete a Workspace; and (c) maintain activity logs for Guest Users and, upon request, make such logs available to Customer, subject to BuildQ’s confidentiality obligations.
2.2Service Limits. Customer agrees to comply with any Service Limits. BuildQ may apply and enforce Service Limits to ensure quality of service and to avoid abuse.
3.Eligibility, Access & Use
3.1Authority and Age Requirement. By agreeing to the Agreement, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations.
3.2Business-Use Only. The Services are intended for business or professional use. Accounts using personal or consumer email domains may be suspended.
3.3Customer Administration of the Services. Customer and its Users must register accounts to access and use the Services. Customer is responsible for: (a) ensuring registration information is accurate and kept up to date; (b) assigning and managing roles for its Users, including by granting administrative access to Administrators; (c) preventing unauthorized access to the Services; and (d) ensuring Users comply with the Agreement.
3.4Responsibility for Use. As between Customer and BuildQ, Customer will: (a) be responsible for its Users’ compliance with the Agreement and the applicable Order; (b) be responsible for the means by which Customer or the applicable User acquired Customer Materials; and Customer’s and any User’s use of Customer Materials with the Services; (c) be responsible for maintaining control over all User accounts for the Services, including all activities that occur on User’s accounts for the Services; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Services; (e) promptly notify BuildQ of any unauthorized use that Customer becomes aware of; (f) promptly terminate any unauthorized use of or access to the Services by Users; and (g) use and allow Users to use the Services only in accordance with the Agreement, the applicable Order, and applicable laws and government regulations.
3.5Administrators. Customer may designate Users as Administrators, including through multiple tiers of Administrators. Administrators may be able to: (a) access, disclose, restrict access to, or remove Customer Materials; (b) purchase additional licenses, capacity, or access to Services on Customer’s behalf; and (c) provision, manage, monitor, restrict, or terminate access to the Services by Users. Customer is responsible for maintaining the confidentiality of all accounts and passwords associated with Customer and its Users and managing access to Admin Accounts. Customer is solely responsible for, and BuildQ’s responsibilities do not extend to, the internal management or administration of the Services for Customer.
3.6Provisioning; Changes. For Services sold based on End User Licenses, Customer may provision End User Accounts up to the number of End User Licenses purchased through one or more Orders. Each End User Account requires a paid End User License, and End User Accounts may not be shared by multiple individuals. End User Accounts may only be provisioned to, registered for, and used by a single End User. If Customer deletes an End User Account, the End User License associated with that End User Account may be reallocated to provision a new End User Account. Additional Fees may become payable during a Committed Term (and for subsequent Committed Terms) if any of the following occur (each, a “Change”): (a) Customer exceeds applicable limits, if any, on the number or type of End Users or other applicable limits with respect to the Services; (b) Customer’s number of End User Accounts count exceeds the then-current number of End User Licenses purchased by Customer under the applicable Order; (c) Customer purchases additional End User Licenses or Customer subscribes to additional features or products; or (d) as otherwise agreed to in the applicable Order. With respect to the Changes described in parts (a) and (b), BuildQ may provide notice to Customer that Customer has exceeded applicable limits or number of End Users and if Customer does not reduce its usage back to the limits specified in the applicable Order and the Agreement within 10 days of that notice (or such other period specified in that notice), Customer will pay the applicable Fees for the additional usage. The Fee will increase to the list price that corresponds with the applicable usage levels or other changes to Customer’s usage or access rights. That increase will be prorated for the Committed Term in which the Change occurred, based on the remaining time in the Committed Term.
3.7Guest Users. Guest Users may be granted access to specific Workspaces. Customer is responsible for each Guest User’s compliance with the Agreement.
3.8Restrictions. Customer will not (and will not permit anyone else to): (a) sell, resell, or lease the Services or End User Licenses; (b) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury; (c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs of the Services or attempt or assist anyone else to do so, unless this restriction is prohibited by law (and then only with prior notice to BuildQ); (d) modify or create derivative works of the Services or copy any element of the Services; (e) use the Services, including the export or re-export of Customer Materials, in violation of Export Control Laws; (f) interfere with the operation of the Services or violate or circumvent any Service Limits of the Services or otherwise configure the Services to avoid Service Limits; (g) access the Services for the purpose of building a competitive product or service or copying its features or user interface; (h) use the Services for evaluation, benchmarking, or other comparative analysis intended for publication without BuildQ’s prior written consent; (i) remove or obscure any proprietary or other notices contained in the Services, including in any reports or output obtained from the Services; (j) use or permit the Services to be used for any illegal or misleading purpose; (k) establish an account on the Services as an individual for personal, family, or household purposes; or (l) permit use of the Services by anyone under age 18.
3.9Compliance. Customer and its Users must use the Services in compliance with the Acceptable Use Policy. Customer will comply with laws and regulations applicable to Customer’s use of the Services. Customer will not take any action that would cause BuildQ to violate EU Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable data protection, anti-bribery, anti-corruption, or anti-money laundering law. Customer must satisfy itself that: (a) the Services are appropriate for its purposes, taking into account the nature of the Customer Materials; and (b) the technical and organizational requirements applicable to BuildQ under EU Data Protection Laws or other data protection laws, if applicable, are satisfied by the Agreement.
4.Customer Materials
4.1Customer Materials. “Customer Materials” means any documents, spreadsheets, videos, images, data, information, or other materials that: (a) Customer (including its Users) submits to the Services, including from Third-Party Platforms; and (b) are Processed by BuildQ to provide the Services to Customer.
4.2Use of Customer Materials. As between the parties, Customer retains all right, title and interest (including any and all intellectual property rights) in and to Customer Materials. Customer grants to BuildQ and its Affiliates a non-exclusive, worldwide, royalty-free (with the right to sublicense solely to LLM Providers, Third-Party Platforms, and BuildQ’s service providers accessing the Services on behalf of BuildQ) right to Process Customer Materials: (a) to the extent necessary to provide the Services; (b) to prevent or address service or technical problems with the Services; (c) to derive or generate Usage Data and create and compile Aggregated Data; or (d) as may be required by applicable law.
4.3Usage Data; Aggregated Data. BuildQ may collect, access, use, disclose, transfer, transmit, store, or otherwise Process Usage Data and Aggregated Data for any legally permitted purpose, such as to: (a) track use of Services for billing purposes; (b) provide support for Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) develop new products and services; (f) to improve Services and its other products and services; and (g) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data. For clarity, BuildQ will not disclose any aggregate or anonymous data externally in a manner that could reasonably identify Customer or its End Users. Customer is not responsible for BuildQ’s use of aggregate or anonymous data.
4.4Security Measures. As set forth in the security addendum (“Security Addendum”), available at [URL] (or such other URL as may be specified by BuildQ from time to time), BuildQ will maintain no less than commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Materials. Customers can find additional information regarding BuildQ’s security practices for the applicable Services by reviewing the Security Resources that BuildQ makes available from time to time.
4.5Third-Party Sharing and Access. The Services may enable Users to share Customer Materials, including to other Users and to third parties. Recipients of shared Customer Materials may access, view, download, and share Customer Material, including in and through their own Services accounts. Customer agrees that: (a) it is solely Customer’s, and its Users’, choice to share Customer Materials; (b) BuildQ cannot control third parties with whom Customer has shared Customer Materials and has no control over Customer Materials that have been shared; and (c) Customer and its Users are solely responsible for their use of the Services, including any sharing of Customer Materials through the Services. Certain User profile information, such as Users’ names, profile pictures, or contact information may be viewable by other customers and users with whom Users collaborate and by the entity that has authority to control a corporate email domain if the User is accessing or using the Services using an email address on that domain.
4.6Data Transfers. Customer agrees that BuildQ and its subprocessors may transfer and process Customer Materials in countries other than Customer’s country of origin, subject to applicable data protection laws.
4.7Takedown Requests. If Customer receives any take down requests or infringement notices related to Customer Materials, it must promptly: (a) remove the Customer Materials that are the subject of the request or notice from the Services; and (b) notify BuildQ. If BuildQ receives any take down requests or infringement notices related to Customer Materials, BuildQ may respond in accordance with its policies, and will notify and consult with the Customer on next steps. For clarity, BuildQ does not permit infringing activities on the Services.
5.AI Features
5.1Functionality. Certain features of the Services use large language models, generative artificial intelligence models and tools, and machine learning technologies (“AI Features”). The AI Features may include capabilities such as summarization, document generation, extraction, classification, or conversational assistance.
5.2Outputs. The term “Outputs” means the results, content, and suggestions generated by the AI Features based on Customer prompts, queries, or Customer Materials. The Outputs are generated through machine learning processes and are not tested, verified, endorsed, or guaranteed to be accurate, complete, or current by BuildQ. However, due to the nature of generative models: (a) Outputs may not be unique and similar or identical outputs may be generated for other users; (b) Outputs are machine-generated and not reviewed, verified, or guaranteed for accuracy, completeness, or suitability for any specific purpose; and (c) Outputs may contain material errors or hallucinations.
5.3Use and Responsibility. Customer is solely responsible for reviewing, validating, and using any Outputs. BuildQ disclaims all liability arising from Customer’s use of Outputs. Customer acknowledges and agrees that: (a) Outputs may be inappropriate, inaccurate, or misleading; (b) the Services are not intended to serve as a substitute for professional judgment; and (c) Customer bears all responsibility for any reliance on, publication of, or decision-making based on Outputs.
5.4LLM Providers. BuildQ may engage third-party large language model providers (“LLM Providers”) to deliver certain AI Features. The LLM Providers that BuildQ uses to provide the AI Features agree to not use your Customer Materials to train their language learning models. For avoidance of doubt, Customer Materials submitted for processing by LLM Providers are used only to fulfill the requested Services.
5.5No Training Rights. BuildQ does not use Customer Materials or Outputs to train its AI models unless specifically authorized by Customer.
6.Third-Party Platforms
BuildQ may make available one or more integrations through the Services that enable Customer to import or export information, including Customer Materials, to or from Customer’s account on a Third-Party Platform. “Third-Party Platform” means any third-party platform, add-on, service, or product not provided by BuildQ that Customer elects to integrate or enable for use with the Services. BuildQ may enable Customer to import or export such information, including Customer Materials, by linking Customer’s account on the Services with an account on the Third-Party Platform. If Customer directs BuildQ to transmit data to, or receive data from, a Third-Party Platform on Customer’s behalf then Customer authorizes BuildQ to Process any such data (including Customer Materials) in connection with the applicable integration, in a manner consistent with the functionality of the Services requested by Customer and the permissions granted to BuildQ by the relevant integration (which Processing may include performing queries on the data held by the Third-Party Platform). Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not the Agreement. BuildQ does not control and has no liability for any Third-Party Platform, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Platforms use Customer Materials.
7.Customer Obligations
7.1Customer Obligations for Use of AI Features. When using AI Features, Customer agrees to: (a) not use the AI Features to generate content that is unlawful, harmful, misleading, or in violation of the Agreement; (b) comply with applicable laws and regulations governing AI-assisted tools and outputs; and (c) avoid inputting any personal data, sensitive information, or regulated data unless permitted under applicable law and Customer has obtained necessary rights and consents.
7.2Customer Obligations to Third-Party Platforms. By enabling an integration with a Third-Party Platform on the Services, Customer represents and warrants that Customer has the necessary licenses, rights, consents, and permissions to authorize BuildQ to access Customer Materials on such Third-Party Platform and exercise the licenses granted by Customer in the Agreement in the manner contemplated by BuildQ, the Services, and the Agreement. Customer will be responsible for enabling BuildQ to access and use each item of Customer Materials, including to the extent they are stored on a Third-Party Platform. Customer retains responsibility for its contractual obligations with respect to Customer Materials, including BuildQ’s access to the materials on a Third-Party Platform.
7.3Customer Obligations for Customer Materials. Customer is responsible for its Customer Materials, including its content and accuracy. As between Customer and BuildQ, Customer is solely responsible for Customer Materials and the consequences of providing Customer Materials via the Services. By providing Customer Materials (via Users or otherwise) via any of the Services, Customer affirms, represents, and warrants to BuildQ that: (a) Customer has made all disclosures, provided all notices, and has obtained all rights, licenses, consents, and permissions necessary for BuildQ to process and use Customer Materials as set forth in the Agreement without violating or infringing applicable laws, third-party rights, or terms or policies that apply to Customer Materials; and (b) Customer Materials and the use of Customer Materials as contemplated by the Agreement, does not and will not cause BuildQ to violate any law or regulation or require BuildQ to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties. Customer will provide and maintain any hardware, software, other technology, and infrastructure that is necessary for Customer to access and use the Services.
8.Fees & Payment
8.1Committed Term. A “Committed Term” is the period during which Customer is authorized to access and use the Services, as identified in the applicable Order. Except as set forth in an Order, each Committed Term for paid Services will automatically renew for successive terms equal in length to the Committed Term unless either party gives the other party notice of non-renewal at least 30 days before the then-current Committed Term ends.
8.2Fees and Taxes. Fees for the Services are described in each Order (“Fees”). All Fees will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced as described on the schedule in the Order are invoiced in arrears. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Fees for renewal Committed Terms are at BuildQ’s then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by law, whichever is less. All Fees are non-refundable except as set out in Section 11.1 (Limited Warranty) and Section 14.4 (Mitigation). Fees are exclusive of taxes and Customer is responsible for all Taxes. BuildQ will charge Taxes when required to do so. If Customer provides BuildQ with a valid exemption certificate, BuildQ will not collect the taxes covered by that certificate. Customer will pay BuildQ net of any applicable Withholding Taxes. Customer and BuildQ will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If BuildQ qualifies for a tax exemption, or a reduced treaty withholding rate, BuildQ will provide Customer with reasonable documentary proof. Customer will provide BuildQ reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.
8.3Authorization. If Customer elects to pay any Fees with a credit card, Customer authorizes BuildQ and its third-party payment processors to charge all Fees to such credit card. Additionally, BuildQ or its third-party payment processors is authorized to seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover all Fees that are due.
9.Intellectual Property & Licenses
9.1Ownership. Neither party grants the other any rights or licenses not expressly set out in the Agreement. BuildQ does not own any intellectual property rights in Customer Materials. BuildQ owns and shall own all intellectual property rights in the Services, including the software, architecture, algorithms, user interfaces, workflows, templates, dashboards, documentation, and all other technical elements used by or developed by BuildQ to deliver the Services, the Workspace, including the look and feel of the Workspace, the database designs, the architecture of all information technology, any elements of such technology that are intrinsic to the Services, Documentation, Usage Data, and BuildQ technology, templates, formats, and dashboards, including any modifications or improvements to these items made by BuildQ.
9.2License to Customer. Subject to Customer’s compliance with the terms of the Agreement, BuildQ grants Customer a limited, non-exclusive, non-sublicensable, non-transferable license to access and use, and to grant Users access to, and use of, the Services, solely through a Workspace, for the Committed Term and solely in accordance with the Agreement. Each Guest User is required to agree to BuildQ’s Acceptable Use Policy prior to being permitted to access and use the Workspace.
9.3Customer Branded Workspaces. The Workspace may, at Customer’s option, be branded using Customer’s trademarks, logos, or other branding (“Customer Marks”). Any Customer Marks used by BuildQ under this Section 9.3 will only be visible to Users of the Workspace and will not be visible publicly. All Customer Marks shall remain the property of Customer. If Customer requests that a Workspace include Customer Marks, Customer hereby grants BuildQ a limited, revocable, non-exclusive, non-transferable, royalty-free license to display Customer Marks in the applicable Workspaces.
9.4Promotion by Customer. If Customer would like to display BuildQ’s trademarks, trade names, or logos (“BuildQ Marks”) in Customer’s brochures or other marketing materials, Customer must request BuildQ’s prior written approval. If BuildQ provides Customer with prior written approval to use any BuildQ Marks, then Customer may display the BuildQ Marks solely in materials pre-approved by BuildQ and solely for the purposes of promoting BuildQ and the Services. Customer must send any materials that include BuildQ’s name or the BuildQ Marks to BuildQ for prior written approval prior to use. entity. BuildQ may revoke Customer’s right to use the BuildQ Marks at any time by giving Customer written notice (which may be given via email). When using any BuildQ Marks, Customer will follow any trademark use guidelines provided by BuildQ, as those guidelines may be updated from time to time. BuildQ reserves all rights in the BuildQ Marks and related intellectual property rights and, except as expressly described in this Section 9.4 no rights to the BuildQ Marks or related intellectual property rights are transferred or licensed pursuant to the Agreement.
9.5Customer Lists; Marketing. BuildQ may reference Customer’s name and Customer Marks in BuildQ’s customer lists and promotional materials and in connection with its marketing, advertising, promotional, or sales practices or activities; provided that Customer may require that BuildQ cease further use of the Customer Marks upon written notice to BuildQ (except that BuildQ will not be obligated to cease its use of any tangible materials containing, embodying, or including Customer Marks that are in existence at the time of BuildQ’s receipt of such notice from Customer). BuildQ is entitled to insert a legend on any page of a Workspace indicating that the Workspace has been developed by BuildQ with a hyperlink to BuildQ’s website.
9.6Feedback. If you provide us with recommendations, suggestions, or other feedback relating to the Services, or any other BuildQ products or services (“Feedback”), you hereby grant BuildQ an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Services and to commercialize the Feedback in any product, technology, service, specification, or other documentation. We will have no obligation to provide you with attribution or compensation for any Feedback provided to us.
10.Suspension of Access to the Services
BuildQ may immediately suspend Customer’s access to any or all of the Services if: (a) Customer breaches Section 3.8 (Restrictions) or Section 7 (Customer Obligations); (b) Customer’s account is 30 days or more overdue; (c) changes to applicable laws or regulations that require that BuildQ suspend the Services (or portions thereof) or otherwise may impose additional liability on the part of BuildQ; or (d) Customer’s actions risk harm to any of BuildQ’s other customers or the security, availability, or integrity of the Services. Where practicable, BuildQ will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, BuildQ will restore Customer’s access to the Services.
11.Warranties & Disclaimers
11.1Limited Warranty. BuildQ warrants to Customer that the Services will perform materially as described in its Documentation (the “Limited Warranty”) during a Committed Term (the “Warranty Period”). If BuildQ breaches the Limited Warranty during the Warranty Period and Customer makes a reasonably detailed warranty claim in the manner required by BuildQ within 30 days of discovering a breach of the Limited Warranty for the applicable Services, then BuildQ will use reasonable efforts to correct the non-conformity. If BuildQ cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the affected Order as it relates to the non-conforming portion of the Services. BuildQ will then refund to Customer any pre-paid, unused fees for the terminated portion of the applicable Committed Term. This Section sets forth Customer’s exclusive remedy and BuildQ’s entire liability for breach of the Limited Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Services; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Services other than according to the Documentation; or (d) Beta Services.
11.2Disclaimers. Except as expressly provided in Section 11.1 (Limited Warranty), the Services and all other BuildQ services are provided “AS IS”. BuildQ, on its own behalf and on behalf of its suppliers and licensors, makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. BuildQ does not warrant that Customer’s use of the Services will be uninterrupted or error-free, that BuildQ will review Customer Materials for accuracy, or that it will maintain Customer Materials without loss. BuildQ is not liable for delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside BuildQ’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
11.3Beta Services
a.Internal Evaluation Only. Customer’s use of Beta Services is permitted only for Customer’s internal evaluation during the period designated by BuildQ (or if not designated, 30 days). Beta Services are optional and either party may terminate Beta Services at any time for any reason.
b.Use In Customer’s Discretion. Despite anything to the contrary in the Agreement: (a) Customer use of Beta Services, if and to the extent permitted under the Agreement, is in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) BuildQ does not make any commitments regarding the security, availability, or operability of Beta Services; and (e) BUILDQ PROVIDES NO WARRANTY OR INDEMNITY FOR BETA SERVICES, AND BUILDQ’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES WILL NOT EXCEED US$50.00. BETA SERVICES ARE PROVIDED “AS-IS” AND CUSTOMER USES SUCH BETA FEATURES AT CUSTOMER’S OWN RISK.
c.Feedback. BuildQ offers Beta Services in order to get user feedback. In exchange for using Beta Services, Customer agrees that BuildQ may contact Customer and its Users to obtain Feedback regarding Beta Services.
d.Confidential. Beta Services are confidential until officially launched by BuildQ and Customer will treat the Beta Services, and any documentation, specifications, or instructions related to the Beta Services, as Confidential Information of BuildQ.
12.Term and Termination
12.1Term. The Agreement commences on the Effective Date and will remain in effect for the Term.
12.2Termination. Either party may terminate the Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of the Agreement (including a failure to pay fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. BuildQ may terminate the Agreement and suspend Customer’s access to the Services if required to do so by law or for an egregious violation by Customer of the Acceptable Use Policy.
12.3Effect of Termination. If the Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by BuildQ to Customer will cease immediately; (b) Customer will delete (or, at BuildQ’s request, return) any and all copies of any BuildQ code, documentation, passwords or access codes, and any other BuildQ Confidential Information in Customer’s possession, custody, or control; (c) Customer may, prior to termination, request reasonable additional time to export its Customer Materials, provided that BuildQ may charge Customer for this extended access based on BuildQ’s then-current standard fees; and (d) BuildQ will delete any End User Accounts and Customer Materials in Customer’s account within 30 days of termination unless otherwise instructed by you.
12.4Survival. These Sections survive expiration or termination of the Agreement: 3.8 (Restrictions), 4.3 (Usage Data; Aggregated Data), 7 (Customer Obligations), 8.2 (Fees and Taxes), 9.1 (Ownership), 9.6 (Feedback), 11.2 (Disclaimers), 12.3 (Effect of Termination), 12.4 (Survival), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 17 (Dispute Resolution & Arbitration), 18 (General Terms), and 19 (Definitions). Except where an exclusive remedy is provided in the Agreement, exercising a remedy under the Agreement, including termination, does not limit other remedies a party may have.
13.Limitations of Liability
13.1Consequential Damages Waiver. In no event will either party (nor its suppliers or licensors) be liable to the other party or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of income, profits, revenue, or business interruption, or the cost of substitute services or other economic loss, arising out of or in connection with the Agreement, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.
13.2Liability Cap. Other than with respect to (a) either party’s payment obligations under the Agreement, (b) amounts payable to third parties under the indemnifying party’s obligations in Section 14 (Indemnification), (c) the claims indicated in Section 13.3 (Data Breach Cap) below, and (d) claims based on liability which, by law, cannot be limited (for example, tort claims for gross negligence and intentional misconduct), in no event will either party’s total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with the Agreement exceed the amount actually paid or payable to BuildQ by Customer pursuant to the Agreement in the prior 12 months prior to the date on which the applicable claim giving rise to the liability arose.
13.3Data Breach Cap. For claims relating to data breaches of Customer Materials caused by BuildQ’s breach of its obligations under its Security Addendum, as well as either party’s breach of its obligations relating to confidentiality, total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with the Agreement will not exceed two times the amount actually paid or payable to BuildQ by Customer pursuant to the Agreement in the 12 months prior to the date on which the applicable claim giving rise to the liability arose.
14.Indemnification
14.1Indemnification by BuildQ. BuildQ will defend Customer from and against any third-party claim to the extent alleging that the Services as operated by BuildQ, when used by Customer as permitted under the applicable Order infringes, misappropriates, or otherwise violates a third-party’s patent, copyright, trademark, or trade secret, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys’ fees) or agreed in a settlement by BuildQ resulting from the claim.
14.2Indemnification by Customer. Customer will defend BuildQ from and against any third-party claim to the extent resulting from Customer Materials or Customer’s breach or alleged breach of Section 7 (Customer Obligations), and will indemnify and hold harmless BuildQ against any damages and costs awarded against BuildQ (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.
14.3Procedures. The indemnifying party’s obligations in this Section 14 are subject to it receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when BuildQ is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
14.4Mitigation. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as BuildQ determines necessary to avoid material liability, BuildQ may at its option: (a) procure rights for Customer’s continued use of the applicable Services; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the overall functionality of the Services; or (c) terminate the affected Order and refund to Customer any pre-paid, unused fees for the terminated portion of the Committed Term.
14.5Exceptions. BuildQ’s obligations in this Section 14 do not apply: (a) to infringement or misappropriation resulting from Customer’s modification of Services or use of Services in combination with items not provided by BuildQ (including Third-Party Platforms); (b) to unauthorized use of Services; (c) if Customer settles or makes any admissions about a claim without BuildQ’s prior consent; or (d) Beta Services, or other free or evaluation use.
14.6Exclusive Remedy. This Section 14 sets out Customer’s exclusive remedy and BuildQ’s entire liability regarding infringement, misappropriation, or other violation of third-party intellectual property rights.
15.Confidentiality
15.1Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under the Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. BuildQ’s Confidential Information includes Usage Data, Aggregated Data, the terms and conditions of the Agreement, and any technical or performance information about the Services. Customer’s Confidential Information includes Customer Materials and Outputs.
15.2Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in the Agreement, including Section 4.2 (Use of Customer Materials) and Section 6 (Third-Party Platforms); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in the Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where BuildQ is the Recipient, BuildQ may retain Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for BuildQ, the Third-Party Platforms), provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.
15.3Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under the Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.
15.4Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.
16.Required Disclosures
Nothing in the Agreement prohibits either party from making disclosures, including of Customer Materials and other Confidential Information, if required by applicable law, subpoena, or court order, provided (if permitted by applicable law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
17.Dispute Resolution & Arbitration.
Any dispute between the parties that is not resolved through negotiation will be resolved exclusively by final and binding arbitration conducted in accordance with the then-current Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services (“JAMS”). The arbitration will be conducted by a single arbitrator selected by agreement of the parties or, if the parties cannot agree, an arbitrator appointed in accordance with the JAMS rules. The parties, their representatives, the arbitrator, and other participants shall keep confidential the existence, content, and result of the arbitration. The arbitration will be conducted in the English language; the location of such arbitration shall be in San Francisco, California. Each party will bear its own costs in the arbitration. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the provisions of the agreement documents and to fashion appropriate remedies (including temporary, preliminary, interim, or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (a) in excess of the authority that a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; or (b) to award damages in excess of the types and limitation of damages found in the Agreement. Judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the agreement to arbitrate, each party may apply at any time to a court of competent jurisdiction for appropriate injunctive relief or for other interim or conservatory measures, and by doing so will not breach or waive the agreement to arbitrate or impair the powers of the arbitrator.
18.General Terms
18.1Modifications. BuildQ may revise the Agreement from time to time with notice to Customer (email or posting on BuildQ’s website being sufficient), subject to the terms in this Section 18.1. Revisions will be effective immediately except that, during a then-in effect Committed Term: BuildQ will provide Customer with notice if the revised Agreement contains any revisions that, in BuildQ’s reasonable judgement, will have a material adverse effect on Customer, and the revisions will not take effect until the earlier of (a) the date Customer agrees to the revised Agreement (though checking a box indicating acceptance or other means specified by BuildQ), and (b) the start date of Customer’s next renewal Committed Term (provided Customer has had at least 45 days’ notice of the revised Agreement prior to the start date of Customer’s next renewal Committed Term; if notice is given within that 45-day window, then, unless already agreed to by Customer, the revised Agreement will take effect on the subsequent renewal Committed Term). For example, if BuildQ provides notice of a material adverse modification on June 20, 2025 and Customer’s next renewal Committed Term is for one year commencing on July 1, 2025, then the new terms would not take effect until July 1, 2026, except that if Customer otherwise agrees to the revised Agreement prior to that date, they take effect on that date. If Customer objects to a material adverse modification to the Agreement, Customer may elect to not renew for an additional Committed Term before the revised Agreement is effective. Except as expressly permitted in this Section 18.1 (Modification), the Agreement may be amended only by a written agreement signed by authorized representatives of the parties to the Agreement.
18.2General Provisions. The Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference into the Agreement, are the entire and exclusive understanding and agreement between Customer and BuildQ regarding your use of the Services. Customer may not assign or transfer the Agreement or your rights under the Agreement, in whole or in part, by operation of law or otherwise, without BuildQ’s prior written consent. BuildQ may assign the Agreement and all rights granted under the Agreement, including with respect to your Customer Materials, at any time without notice or consent. The failure to require performance of any provision will not affect BuildQ’s right to require performance at any other time after that, nor will a waiver by BuildQ of any breach or default of the Agreement, or any provision of the Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in the Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under the Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout the Agreement the use of the word “including” means “including but not limited to.” If any part of the Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
18.3Governing Law. The Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the Agreement will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.
18.4Consent to Electronic Communications. By using the Services, Customer consents to receiving certain electronic communications from BuildQ as further described in BuildQ’s Privacy Policy. Please read BuildQ’s Privacy Policy to learn more about BuildQ electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that BuildQ sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
18.5Contact Information. The Services are offered by BuildQ, Inc. located at 300 S 4th St., Ste. 180, Las Vegas, NV 89101. You may contact us by sending correspondence to that address or by emailing us at support@buildq.ai.
18.6No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement. Without limiting this section, a Customer’s Users are not third-party beneficiaries to Customer’s rights under the Agreement.
19.Definitions
“Acceptable Use Policy” means the acceptable use policy set forth at the following link, or other link BuildQ may provide: https://www.buildq.ai/acceptable_use.
“Admin Account” means an End User Account with administrative privileges to manage the Services on behalf of Customer.
“Administrators” means End Users designated by Customer to exercise administrative control over the Services, including managing other End User Accounts and provisioning services.
“Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of 50% or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“Aggregated Data” means data within Customer Materials that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.
“Beta Services” means services or features identified as trial, pilot, alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
“Documentation” means any user guides, technical documentation, or other written materials that BuildQ makes available to Customer regarding the functionality or use of the Services.
“Effective Date” means the date this BSA is entered into by the parties, either by acceptance online or by executing an Order.
“End User” means an individual (a) who is authorized by that Customer to use the Services on Customer’s behalf for Customer’s sole benefit; and (b) is provisioned access to the Services by Customer through Customer’s account on the Services. Unless stated otherwise in an Order, only individuals who register for an account on the Services using a corporate email domain that is controlled by the Customer are “End Users.”
“End User Account” means a BuildQ hosted account provisioned by Customer through the Services for an End User.
“End User License” means a license purchased by Customer that authorizes a single End User to access and use the Services.
“EU Data Protection Laws” means, to the extent in force and applicable from time to time, those laws implementing the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.
“Export Control Laws” means all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State.
“Guest User” means an individual, other than an End User, (a) who is an employee, consultant, contractor, or agent of an entity other than the applicable Customer or its Affiliates (an “Authorized Third Party”); (b) who is authorized by the applicable Customer and the applicable Authorized Third Party to use the Services; and (c) to whom that Customer has provided (or facilitated the provision of) access to a Workspace. Guest Users may only access the Services as determined by Customer and, unless stated otherwise in an Order, do not count towards the total End User Licenses, as specified in the Agreement.
“Order” means an ordering document, order page, user interface, any documents executed by both parties or accepted through self-service platforms through which Customer purchases a subscription to the Services or enables access to the Services.
“Privacy Policy” means the privacy policy set forth at the following link, or other link BuildQ may provide: https://www.buildq.ai/privacy.
“Security Resources” means any webpages, resources, guides, and whitepapers regarding technical or organizational measures that BuildQ has implemented for the applicable Services that are described in the Service-Specific Terms.
“Service Limits” means any usage limits, thresholds, or technical constraints on the Services, including those relating to storage, number of End Users, or integrations, as specified in the Documentation or applicable Order.
“Services” means BuildQ’s enterprise software platform, including associated applications, tools, documentation, or services ordered by Customer pursuant to an Order.
“Service-Specific Terms” means additional terms that apply to certain Services otherwise attached to an Order.
“Taxes” means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on BuildQ’s net income, associated with the Services, including any related penalties or interest.
“Term” means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (a) the end of all applicable Committed Terms; or (b) the Agreement is terminated as set forth herein.
“Usage Data” means information generated or derived in connection with the Services, or use thereof, such as technical logs, telemetry data, diagnostic data, and learnings about Customer’s use of the Services.
“Users” means Guest Users and End Users.
“Processing” means any operation or set of operations whether or not by automated means, such as collecting, recording, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination. “Process”, “Processes” and “Processed” will be interpreted accordingly.
“Withholding Taxes” mean any income taxes that are imposed on BuildQ in which Customer is required by law to withhold or deduct on the payment to BuildQ.
“Workspace” means a collaborative environment within the Services, configured by Customer, through which Users may access and manage Customer Materials and related project data.
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