Terms of Service

These Terms of Use (these "Terms"), together with all exhibits and links referenced and incorporated herein, constitute a binding agreement between you ("Customer," "you," or "your") and inBuild Inc., a Delaware corporation ("inBuild," "we,", “our” or "us"). These Terms govern your access to and use of inBuild website, located at https://www.inbuild.ai/, mobile applications, and account platform in which we host our software for your use (the “Service”).

THESE TERMS TAKE EFFECT WHEN YOU ACCESS OR USE THE SERVICE (THE "EFFECTIVE DATE"). BY ACCESSING OR USING THE SERVICE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND, IF ENTERING INTO THESE TERMS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU, OR THE ORGANIZATION YOU REPRESENT, ARE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE. YOU MAY NOT ACCESS THE SERVICE IF YOU ARE A COMPETITOR OF INBUILD, EXCEPT WITH OUR PRIOR WRITTEN CONSENT.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND TIME LIMIT ON SUBMITTING CLAIMS THAT AFFECT YOUR RIGHTS. BEFORE ACCESSING OR USING THE SERVICE YOU MUST READ THE FOLLOWING AGREEMENT CAREFULLY.

1. Definitions. 

(a) “Aggregated Statistics” has the meaning set forth in Section 2(i). 

(b) “Authorized User” means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Service under the rights granted to Customer pursuant to these Terms, and (ii) for whom access to the Service has been purchased hereunder in accordance with the applicable Order Form. 

(c) “Confidential Information” has the meaning set forth in Section 10. 

(d) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Service. 

(e) “Documentation” means inBuild's user manuals, handbooks, and guides relating to the Service provided by inBuild to Customer. 

(f) “Feedback” has the meaning set forth in Section 13. 

(g) “Fees” has the meaning set forth in Section 6. 

(h) “Losses” has the meaning set forth in Section 15(a).

(i) “Maintenance and Support Services” has the meaning set forth in Section 9(a). 

(j) “Order Form” means the form provided by inBuild and executed by the parties by which the Customer purchases the Service, which is incorporated as part of these Terms. 

(k) “Privacy Policy” has the meaning set forth in Section 2(l). 

(l) “Service” means the cloud-based platform for invoice and approval automation in the construction industry. 

(m) “Service Suspension” has the meaning set forth in Section 2(j). 

(n) “inBuild IP” means the Service (including any software component of the Service) the Documentation, and all related intellectual property provided to Customer or any other Authorized User in connection with the foregoing, including without limitation, any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. For the avoidance of doubt, inBuild IP includes Aggregated Statistics and any information, data, or other content derived from inBuild's monitoring of Customer's access to or use of the Service, but does not include Customer Data. 

(o) “Term” has the meaning set forth in Section 11. 

(p) “Third Party Claim” has the meaning set forth in Section 15(a). 

(q) “Third-Party Components” has the meaning set forth in Section 8(a).

2. Access to the Service. 

(a) Orders. You may purchase the Service by completing an Order Form and paying the Fees as described therein in accordance with the Order Form and Section 6 of these Terms, below. 

(b) Accounts. To access or use the Service, you will be asked to create an account using your personal information. Only one individual may use any account. You agree that you will provide true, accurate, current, and complete information about yourself and, or, the organization you represent, when creating your account. It is your responsibility to maintain your account information true, accurate, current, and complete after you create your account. 

(c) System Requirements. A high-speed Internet connection is required to access and use the Service. You are responsible for procuring and maintaining the network connections that connect your network to the Service including, but not limited to, browser software that supports the protocols and functionalities used by inBuild in the provisioning of the Service. We are not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet). We assume no responsibility for the reliability or performance of any connections as described in this Section. 

(d) Modifications. You acknowledge that we may modify the features and functionality of the Service at any time. We shall use our best efforts to provide you with commercially reasonable advance notice of any deprecation of any material feature or functionality.

(e) Limited License. Upon creation of an account and the selection of a Service on the Order Form, inBuild will grant you a non-exclusive, non-transferable, non-sublicensable limited license to access and use the Service in accordance with the Service ordered on the Order Form and the Documentation. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except during any planned downtime or a force majeure event. 

(f) Account Use. You are responsible and liable for all uses of the Service, resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall use reasonable efforts to make all Authorized Users aware of the provisions of these Terms applicable to such Authorized User's use of the Service and shall cause Authorized Users to comply with such provisions. 

(g) Customer Data. The Service will extract information from your email and documents uploaded through the internal upload feature, including data such as project name, vendor name, invoice number, invoice date, total amount, cost category, date received, and PDF document. You are responsible for the quality, integrity and accuracy of all data and information entered or otherwise made available by your use of the Service. inBuild makes no guarantees and takes no responsibility for the quality, integrity or accuracy of the Customer Data you enter during your use of the Service, and expressly disclaims any liability that may result from inaccurate, corrupt, unauthorized or poor-quality Service Data. You hereby grant to inBuild a non-exclusive, royalty free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for inBuild to provide the Service to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into these Terms or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Service are in compliance with these Terms and applicable law. 

(h) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Service confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials. 

(i) Aggregated Statistics. Notwithstanding anything to the contrary in these Terms, inBuild may monitor Customer's use of the Service and collect and compile data and information related to Customer's use of the Service to be used by inBuild in an aggregated and anonymized, de-identified, or otherwise obfuscated manner, including to compile statistical and performance information related to the provision and operation of the Service ("Aggregated Statistics"). As between inBuild and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by inBuild. You acknowledge

that inBuild may compile Aggregated Statistics based on Customer Data input into the Service. You agree that inBuild may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information. 

(j) Suspension of the Service. Notwithstanding anything to the contrary in these Terms, inBuild may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Service if: (i) inBuild reasonably determines that (A) there is a threat or attack on the Service; (B) Customer's or any other Authorized User's use of the Service disrupts or poses a security risk to the Service or to any other customer or vendor of inBuild; (C) Customer or any other Authorized User is using the Service for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) inBuild's provision of the Service to Customer or any other Authorized User is prohibited by applicable law or (F) Customer or any other Authorized User is otherwise in material breach of these Terms or the Privacy Policy; or (ii) any vendor of inBuild has suspended or terminated inBuild's access to or use of any third-party services or products required to enable Customer to access the Service (any such suspension described in subclause (i) or (ii), a "Service Suspension"). inBuild shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Service following any Service Suspension. v shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. inBuild will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension. 

(k) Usage Verification. At inBuild’s written request, and no more than once every twelve (12) months, you shall certify in writing to inBuild that you are compliant with these Terms. 

(l) Privacy Policy. inBuild complies with its privacy policy available at https://www.inbuild.ai/privacy/ ("Privacy Policy"), in providing the Service. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Service, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

4. Documentation License. 

Subject to the terms and conditions contained in these Terms, inBuild hereby grants you a Non-exclusive, non-sublicensable, non- transferable license for you and your Authorized Users to use the Documentation solely for your internal business purposes in connection with your use of the Service.

5. Use Restrictions. 

You shall not, and shall not permit any Authorized Users to, use the Service, any software component of the Service or Documentation for any purposes beyond the scope of the access granted in these Terms

and the terms of any invoice provided by inBuild. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative work, in whole or in part, of the Service (including any software component of the Service) or Documentation; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service (including any software component of the Service) or any Documentation except as expressly permitted under these Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (iv) use the Service (including any software component of the Service) in order to build a competitive product or service; (v) copy any features, functions or graphics of the Service (including any software component of the Service); (vi) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) remove any proprietary notices from the Service or Documentation; (viii) use the Service (including any software component of the Service) or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; (vix) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (x) attempt to bypass or break any security or rate limiting mechanism on any of the Service or use the Service in any manner that interferes with or disrupts the integrity, security or performance of the Service and its components; (xi) use the Service in breach of these Terms, Order Form, or Documentation, in contravention of applicable laws, or in any other way that would be considered dangerous, menacing, inappropriate or unlawful; or (xii) to the extent that your use of the Service is subject to any special or industry-specific law or regulation, use the Service to store or transmit information that would circumvent or otherwise conflict with any obligation or requirement under such law or regulation.

6. Fees and Payment. 

(a) Fees. You agree to pay inBuild the fees as described on the Order Form, and any additional fees described on any invoice sent by inBuild ("Fees") on the dates indicated on the applicable invoice or Order Form. 

(b) Taxes. All Fees and other amounts payable by Customer under these Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on inBuild’s income. If you are required by applicable law to withhold any Taxes from payments owed to us, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by us. You will provide us with proof of payment of any withheld Taxes to the appropriate authority. Taxes will be shown as a separate line item on an invoice. 

(c) Integrations. Customer may add Third-Party Component integrations, such as QuickBooks, Sage, or Procore, to the Services at an additional cost. Additional integrations can be added to your account by reaching out to us. Pricing for additional integrations is available on request. 

(d) Payment Terms. Fees are non-refundable. For subscriptions to the Service, all monthly subscription fees shall be paid in advance of the subscription period to which such payment relates. If a payment date is not otherwise specified in the applicable Order Form, all Fees shall be paid within thirty (30) days from the invoice date without offset or deduction. Customer shall make all payments hereunder

in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting inBuild’s other rights and remedies: (i) v may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (ii) Customer shall reimburse inBuild for all reasonable costs incurred by inBuild in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees.. 

(e) Payment Disputes. You may dispute a payment by notifying us by e-mail at disputes@inbuild.ai as to the nature of the dispute within fifteen (15) days of the disputed invoice date. Failure to dispute an invoice within the fifteen (15) day period shall be construed as acceptance.

7. Reservation of Rights.

inBuild reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the inBuild IP.

8. Third-Party Components, Tools and Links.

(a) Third Party Components. The Service may contain or otherwise make use of software, code or related materials from third parties, including, without limitation, “open source” or “freeware” software (“Third Party Components”). Third Party Components may be licensed under additional or other license terms that accompany such Third Party Components. You acknowledge and agree that these accompanying license terms govern their use. Nothing in this Terms limits your rights under, or grants you rights that supersede, the license terms that accompany any Third Party Components. 

(b) Third-Party Tools and Links. You may have access to third-party tools or links through the Services, which for the purposes of these Terms shall include access to Third Party Components, which we neither monitor nor have any control nor input. Your access and use any such third-party tools or links shall be governed solely by the terms and conditions of those third-party tools, and links. inBuild does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such third-party tools and links, including, without limitation, their content, security, accuracy, maintenance, or the manner in which they handle, protect, manage or process data (including Customer Data). You acknowledge and agree that we provide access to such tools and links “as is” and “as available” without any warranties, representations or conditions of any kind. We cannot guarantee the continued availability of any such third-party tools or links, and may cease enabling access to them without entitling you to any refund, credit or other compensation.

9. Maintenance and Support Services. 

(a) Description. inBuild shall provide maintenance and support services (the “Maintenance and Support Services”) to which consist of a helpdesk, chatbot, support center, and in app trainings. In addition, as part of the Maintenance and Support Services, inBuild may make available bug lists, planned feature lists, and other supplemental materials. inBuild makes no representations or warranties of any kind for these materials. 

(b) Support Fees. If you purchased a subscription to the Service, Maintenance and Support Services are provided to you without additional charge as part of your subscription to the Service.

10. Confidential Information. 

(a) Confidential Information. From time to time, inBuild and Customer may disclose or make available to the other "Confidential Information", which shall mean all information disclosed by one party to the other which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, these Terms and personal identifying information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party from a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the parties; or (d) was or is independently developed by the receiving party without the use of the disclosing party’s Confidential Information. 

(b) Use and Non-Disclosure. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under these Terms. The receiving party will protect the confidentiality of Confidential Information disclosing party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under these Terms, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non- disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

11. Term. 

The term of the Service will begin when you purchase the Service through an Order Form or through your account, and will continue until you cancel your account, or it is otherwise terminated in accordance with Section 12 of these Terms, below ("Term").

12. Termination. 

(a) Termination. Notwithstanding anything contained herein to the contrary, these Terms may be terminated: (a) by mutual agreement of inBuild and you, (b) by either party if the other party is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party and such petition is not discharged within sixty (60) days of such filing, (c) by either party if the other party materially breaches these Terms and fails to cure such breach to such party’s reasonable satisfaction within thirty (30) days following receipt of written notice thereof; or (d) by inBuild immediately by

delivery of written notice thereof to you if you violate the use restrictions set forth in Section 5. Termination shall not limit either party from pursuing any remedies available to it, including injunctive relief, or relieve you of your obligation to pay all fees that have accrued or become payable hereunder. Any right, obligation, or required performance of the parties in these Terms which, by its express terms or nature and context is intended to survive termination of these Terms, will survive any such termination. 

(b) Effect of Termination. If you terminate your Service or otherwise cancel your account prior to the end of the term, or if we terminate or permanently revoke your right to use or access the Service under 2(i) you must immediately pay any and all unpaid fees associated with the remainder of the term as well as all other fees and or charges associated with your use of the Services. There are no refunds. Upon your written request, we will make your Customer Data available to you for export or download for ninety (90) days after the effective date of termination, expiration or cancellation of your account, unless we have suspended or terminated your account, in which case you will have to request your data for download. We have no obligation to maintain or provide any Customer Data after the ninety (90) day period, and unless prohibited by law or legal order, we may, but shall not be required to, delete your Customer Data following the termination or cancellation of your account.

13. Intellectual Property Ownership; Feedback.

(a) Ownership. As between you and us, (i) we own all right, title, and interest, including all intellectual property rights, in and to the Service, Documentation, Aggregated Statistics, and our Confidential Information; and (ii) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. 

(b) User Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. 

(c) No Additional Rights. The access and use rights granted to you under this Agreement do not convey any additional rights in the Services or in any Intellectual Property Rights of inBuild. Subject only to your limited license to access and use the Services as expressly stated herein, all rights, title and interest in and to the Service, Documentation, our Confidential Information, any Intellectual Property Rights associated with inBuild products including the Service, will remain with inBuild and belong exclusively to inBuild.

14. Limited Warranty and Warranty Disclaimer. 

(a) Limited Warranty. inBuild warrants for the that the Service (not including any Third Party Components) will conform in all material respects in accordance with its Documentation during the Term. If, during the Warranty Period, the Service fails to comply with the limited warranty set forth in

this Section and such failure is not excluded from this warranty pursuant to Section 14(b), inBuild shall, subject to you promptly notifying inBuild in writing of such failure, at its sole option, repairs or replaces the Service, provided that you provide inBuild with all information inBuild reasonably requests to resolve the reported failure, including sufficient information to enable inBuild to recreate such failure. The remedies set forth in this Section 14(a) are Licensee's sole remedies and Licensor's sole liability under the limited warranty set forth in this Section 14(a). 

(b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 14(a), THE SERVICE IS PROVIDED "AS IS" AND INBUILD SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. INBUILD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. INBUILD MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 

WE ADDITIONALLY DISCLAIM ALL WARRANTIES RELATED TO THIRD PARTY COMPONENTS, TOOLS, LINKS, AND TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO CONTROL OVER THIRD PARTY COMPONENTS, TOOLS OR LINKS, OR ANY MATERIAL CONTAINED THEREIN, NOR DO WE HAVE ANY CONTROL OVER THE INTERNET. THE INTERNET AND TELECOMMUNICATIONS PROVIDER NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE WE ARE NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF DATA WHILE USING THIRD PARTY TOOLS OR LINKS, OR IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER NETWORK, AND EXPRESSLY WAIVE ALL CLAIMS FOR DAMAGES OR LOSS THAT MAY RESULT FROM ANY SUCH THIRD-PARTY TOOLS, LINKS, NETWORKS, OR THE INTERNET.

15. Indemnification. 

(a) inBuild Indemnification. inBuild shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Service, or any use of the Service in accordance with these Terms, infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies inBuild in writing of the Third-Party Claim, cooperates with inBuild, and allows inBuild sole authority to control the defense and settlement of such Third-Party Claim. If such a Third-Party Claim is made or inBuild anticipates such a Third-Party Claim will be made, Customer agrees to permit inBuild, at inBuild's sole discretion, to (i) modify or replace the Service or any component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue

use the Service, as the case may be. If inBuild determines that neither alternative is reasonably available, inBuild may terminate these Terms, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 15(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Service infringes, misappropriates, or otherwise violates any intellectual property rights of any third party. This Section 15(a) will not apply to the extent that any such Third- Party Claim arises from Customer Data or Third-Party Products. 

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at inBuild's option, defend inBuild and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with these Terms, infringes or misappropriates such third party's intellectual property rights; or (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Service in a manner not authorized by these Terms; provided that Customer may not settle any Third- Party Claim against inBuild unless inBuild consents to such settlement, and further provided that inBuild will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

16. Limitations of Liability. 

IN NO EVENT WILL INBUILD BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR 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 INBUILD WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL INBUILD'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO INBUILD UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $500, WHICHEVER GREATER.

17. Modifications. 

You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on our website. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Service after the effective date of the modifications will be deemed acceptance of the modified terms.

18. Export Regulation.

The Service utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Service, the software or technology included in the Service to, or make the Service, the software or technology included in the Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Service, the software or technology included in the Service available outside the US.

19. U.S. Government End Users. 

This Section 19 applies to all acquisitions of the Software by or for the United States Federal government, including by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the Federal government. The Software and related documentation were developed at private expense and are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with and subject to 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7702-4, as applicable, the Commercial Computer Software is being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms herein. Any provisions of these Terms that are inconsistent with federal procurement regulations or other federal law are not enforceable against the U.S. Government. Unpublished rights reserved under the copyright laws of the United States.

20. Governing Law and Jurisdiction. 

(a) Governing Law and Jurisdiction. These Terms is governed by and construed in accordance with the internal laws of the State of Delaware 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 Delaware. Any legal suit, action, or proceeding arising out of or related to these Terms or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 

(b) No Class Action. ANY AND ALL CLAIMS AGAINST INBUILD MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION YOU OR WE MAY HAVE IN CONNECTION WITH OR RELATED TO THE USE OR ACCESS TO THE SERVICE WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN COURT OR IN ARBITRATION BY OR AGAINST OTHER USERS OR LITIGATE OR ARBITRATE AS THE CASE MAY BE, AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, ANY CLAIM, DISPUTE OR CAUSE OF ACTION IN CONNECTION WITH OR RELATED TO THE USE OR ACCESS OF THE SERVICE OR THESE TERMS.

21. Force Majeure. 

inBuild is not liable for delay in the performance of its duties, obligations or responsibilities hereunder due to force majeure. A force majeure impediment is an unforeseen event which occurs after acceptance of orders, and which is beyond inBuild’s reasonable control, such as strikes, blockade, war, mobilization, natural disaster, refusal of license by government or other stipulations or restrictions by the authorities, Internet service failures, delays or availability issues (including downtime or service outages) or any other similar or dissimilar cause beyond the control of inBuild. Notwithstanding the foregoing, a force majeure does not extinguish your obligations to pay the applicable Fees hereunder.

22. Publicity. 

Unless you request in writing, which may be via email, to be added to the inBuild unauthorized logos list, you agree to be identified as a customer of inBuild and agree that inBuild may refer to you by name, trade name and/or trademark, if applicable, and may briefly describe your business in inBuild’s marketing materials and on inBuild’s websites. You hereby grant inBuild a license to use your name and any of your trade names and trademarks solely in connection with the rights granted to inBuild pursuant to this Section 22. You also grant inBuild the right to add your name and company logo to our customer list and website.

23. Miscellaneous. 

These Terms, together with the Privacy Policy set forth at https://www.inbuild.ai/privacy/, and Order Form, each as may be amended by inBuild from time to time, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The terms of any purchase order or other document relating to the transactions contemplated by these Terms or delivered by you to inBuild shall not apply. Any notices to us must be sent to our corporate headquarters address set forth in the preamble to these Terms and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Terms are personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign these Terms and to delegate any of its obligations hereunder.

INBUILD, INC. | (970) 315-2070