Customer Agreement

This BuildAspect Customer Agreement (this “Agreement”) is a binding agreement between BuildAspect, Inc. (“BuildAspect,” “we,” “us,” or “our”) and the person or entity that purchases a subscription, creates an organizational account, or otherwise subscribes to the Service (“Customer,” “you,” or “your”).

By clicking to accept this Agreement, creating an organizational account, or purchasing a paid subscription, you agree to be bound by this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to this Agreement, and “Customer,” “you,” and “your” refer to that entity.

This Agreement supplements the BuildAspect Terms of Service (the “Terms of Service”), which are available at https://buildaspect.com/terms and are incorporated into this Agreement by reference. The Terms of Service apply to all individual users of the Service, including Customer’s Users. This Agreement governs the additional rights and obligations between BuildAspect and Customer as the subscribing organization. In the event of a conflict between this Agreement and the Terms of Service, this Agreement controls as between BuildAspect and Customer.

This Agreement governs access to and use of BuildAspect’s websites, applications, products, software, services, browser extensions, integrations, documentation, and related offerings that reference this Agreement (collectively, the “Service”).

1. Service and Scope of Use

1.1 Access and Use

Subject to this Agreement, BuildAspect grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Service, and to permit its Users to do so, solely for Customer’s internal business operations and directly related project collaboration.

For purposes of this Agreement, “internal business operations” means the Customer’s own business activities, and “directly related project collaboration” means collaboration with third parties (such as employees, contractors, consultants, clients, vendors, subcontractors, design partners, and other collaborators) who are invited or authorized by Customer to interact with the Service in connection with Customer’s projects, subject to this Agreement and any applicable plan limits.

“Users” means any individual who accesses or uses the Service through Customer’s account, workspace, or invitation, including employees, contractors, collaborators, guests, and any other person Customer invites or permits to access the Service. 

1.2 Customer Responsibility

Customer is responsible for:

1. all Users it invites, authorizes, manages, or permits to access the Service;

2. all activity that occurs under Customer’s accounts, workspaces, or projects;

3. ensuring that each User accepts the Terms of Service before accessing the Service;

4. maintaining the confidentiality and security of login credentials, including implementing reasonable endpoint-security and access-control measures within Customer’s own environment;

5. promptly notifying BuildAspect if Customer becomes aware of unauthorized access to the Service; and

6. ensuring that Customer’s systems, networks, and devices used to access the Service are maintained with reasonable security controls, including current software patches, malware protection, and appropriate access restrictions.

1.3 Account Administrators

Customer may designate one or more administrative Users (each, an “Account Admin”) to manage Customer’s account, billing settings, subscription plan, Users, permissions, integrations, exports, and related administrative functions. Customer authorizes each Account Admin to act on its behalf with respect to the Service.

BuildAspect may rely on instructions from an Account Admin unless and until Customer updates its administrator settings through the Service or otherwise notifies BuildAspect in writing.

1.4 Support

During the Subscription Term, BuildAspect will use commercially reasonable efforts (as defined in Section 18.11) to provide standard support for the Service in accordance with the support channels and support levels then offered for Customer’s plan.

1.5 Feedback

Customer may, but is not required to, provide suggestions, comments, ideas, or other feedback relating to the Service (“Feedback”). Customer grants BuildAspect a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use, modify, disclose, and incorporate Feedback into the Service or other products or services without restriction or obligation.

1.6 Usage Data

BuildAspect may collect, generate, and analyze usage, analytics, telemetry, performance, and diagnostic data relating to the operation, support, and use of the Service (“Usage Data”). BuildAspect may use Usage Data to provide, maintain, secure, support, improve, and develop the Service and related offerings.

BuildAspect may disclose Usage Data externally only in aggregated or de-identified form that does not identify Customer or any individual.

2. Customer Content and Data Rights

2.1 Customer Content

As between the parties, Customer retains all right, title, and interest in and to data, information, files, images, text, documents, communications, and other materials submitted to, uploaded to, created in, stored in, or transmitted through the Service by or on behalf of Customer or its Users (collectively, “Customer Content”).

Customer grants BuildAspect a non-exclusive, worldwide, limited right to host, copy, store, transmit, display, perform, modify, and otherwise process Customer Content:

1. to provide, operate, maintain, support, secure, and improve the Service;

2. to prevent fraud, abuse, or security incidents;

3. to comply with applicable law; and

4. as otherwise instructed or authorized by Customer or its Users through the Service.

2.2 Customer Responsibility for Content

Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Content and for obtaining all rights, permissions, consents, and authorizations necessary for BuildAspect to process Customer Content as contemplated by this Agreement.

Customer represents and warrants that neither Customer Content nor Customer’s use of the Service will violate applicable law or infringe, misappropriate, or otherwise violate any third-party rights.

2.3 Machine Learning

BuildAspect may use Customer Content to provide features requested by Customer or its Users, including automated or AI-assisted features that process Customer Content as part of delivering the Service.

BuildAspect may use Usage Data and Customer Content to develop, train, or improve artificial intelligence or machine learning models used in or for the Service, including third-party components of the Service. Customer authorizes BuildAspect to process Usage Data and Customer Content for these purposes. Before use in model training or improvement, BuildAspect will use commercially reasonable, industry-standard methods to de-identify Customer Content. Where technically feasible and consistent with the intended training purpose, BuildAspect will also aggregate such data before use. Nothing in this Section 2.3 limits BuildAspect’s right to use Customer Content in non-aggregated form to deliver, operate, and improve the Service under Section 2.1.

Customer understands that any AI- or ML-based features may generate incomplete, inaccurate, or inappropriate results and are not a substitute for human review, professional judgment, or project-specific verification. Customer is responsible for reviewing all outputs before relying on them.

3. Privacy and Security

3.1 Privacy Policy

Customer’s and Users’ use of the Service is subject to BuildAspect’s Privacy Policy (available at https://buildaspect.com/privacy), as updated from time to time, which is incorporated into this Agreement by reference.

3.2 Personal Data

Each party will comply with applicable data protection and privacy laws as they apply to that party’s performance under this Agreement. To the extent legally required, BuildAspect will make available a standard data processing addendum upon written request. The data processing addendum, if executed, will identify BuildAspect’s then-current subprocessors, and BuildAspect will provide Customer with reasonable advance notice of material changes to the subprocessor list, during which time Customer may object in writing on reasonable grounds related to data protection.

3.3 Security

BuildAspect will use reasonable administrative, technical, and organizational measures designed to protect Customer Content against unauthorized access, use, alteration, or disclosure. Customer acknowledges that no system is perfectly secure and that the Service is not guaranteed to be secure, uninterrupted, or error-free.

Customer is responsible for maintaining reasonable security within its own environment, including keeping operating systems and browsers current, using strong and unique passwords, implementing multi-factor authentication where available, and promptly revoking access for departed personnel. BuildAspect will not be liable for any breach, loss, or unauthorized access arising from Customer’s failure to meet these obligations.

3.4 Data Location and Transfers

Customer Content may be stored and processed in the United States or in other jurisdictions where BuildAspect or its subprocessors maintain facilities. To the extent that a transfer of personal data from Customer to BuildAspect is subject to data-transfer requirements under applicable data protection law, BuildAspect will make available an appropriate data-transfer mechanism (such as the EU Standard Contractual Clauses) upon written request.

4. Plans, Fees, Billing, and Taxes

4.1 Plans and Subscription Term

The Service is offered under subscription plans, usage limits, feature tiers, and pricing described on BuildAspect’s pricing page, subscription invoice, or otherwise presented through the Service at the time of purchase. Customer’s subscription term (the “Subscription Term”) begins when Customer first purchases a paid plan, or in the case of Free Access (as defined in Section 5.1 below), when the organizational account is first created, and continues for the monthly or annual period selected by Customer, unless earlier terminated in accordance with this Agreement.

4.2 Automatic Renewal

Unless Customer cancels before the end of the then-current Subscription Term, each paid subscription will automatically renew for successive periods equal to the expiring Subscription Term at BuildAspect’s then-current pricing for the applicable plan (which may differ from the pricing in the expiring term), and Customer authorizes BuildAspect or its payment processor to charge the payment method on file for the applicable fees, taxes, and other agreed charges.

4.3 Fees

Customer will pay all fees, charges, and taxes associated with Customer’s selected plan and any add-on features, seats, usage, or services purchased through the Service. Except as expressly stated in this Agreement or required by law, fees are non-refundable.

4.4 Upgrades and Downgrades

If Customer upgrades its plan during a Subscription Term, BuildAspect may charge a prorated amount for the upgraded plan and make the upgrade effective immediately.

If Customer downgrades its plan, the downgrade will generally take effect at the start of the next renewal period unless BuildAspect expressly states otherwise through the Service.

4.5 Payment Method; Failed Payments

Customer must provide complete and accurate billing information and keep its payment method current. If a charge is declined or fails, BuildAspect may retry the charge, suspend access to the Service, downgrade Customer to a free plan if one is available, or suspend the account for nonpayment.

4.6 Taxes

Fees are exclusive of taxes unless expressly stated otherwise. Customer is responsible for all sales, use, excise, VAT, GST, withholding, and similar taxes or duties associated with its purchases under this Agreement, other than taxes based on BuildAspect’s net income.

4.7 Price Changes

BuildAspect may change its pricing, plan structure, features, usage limits, or billing practices from time to time. Except as otherwise required by law, any change to pricing for an existing paid subscription will apply prospectively and will not take effect until Customer’s next renewal or billing cycle after BuildAspect provides at least thirty (30) days’ prior notice. For clarity, pricing that applies upon automatic renewal under Section 4.2 is determined at the time of renewal and is not a “change” requiring notice under this Section.

4.8 Billing Disputes

To dispute a charge, Customer must notify BuildAspect in writing by emailing [email protected] within thirty (30) days after the charge date. Customer will pay all undisputed amounts when due. If Customer fails to dispute a charge within the thirty-day period, Customer will be deemed to have accepted the charge, and Customer irrevocably waives the right to dispute that charge thereafter, except to the extent such waiver is prohibited by applicable law.

5. Free Plans, Trials, and Beta Features

5.1 Free Plans and Trials

BuildAspect may offer free plans, trial access, pilot access, promotional credits, or similar no-fee or discounted access to the Service (collectively, “Free Access”). BuildAspect may modify, limit, or discontinue Free Access at any time.

5.2 Beta Features

BuildAspect may make alpha, beta, preview, early-access, or similar features available from time to time (collectively, “Beta Features”). Beta Features are optional, may be incomplete or unstable, may be changed or discontinued at any time, and may be subject to additional terms.

5.3 Special Rules for Free Access and Beta Features

To the maximum extent permitted by law, Free Access and Beta Features are provided “as is” and “as available,” without any warranty, support commitment, service level commitment, indemnity, or availability commitment.

6. Third-Party Services and Integrations

The Service may interoperate with, enable access to, or rely on products, software, content, payment processors, APIs, hosting providers, artificial intelligence providers, or services provided by third parties (collectively, “Third-Party Services”).

Customer’s use of any Third-Party Service may be subject to separate terms, privacy policies, fees, or license agreements between Customer or the applicable User and the third-party provider. Customer is responsible for complying with any such terms.

BuildAspect does not provide Third-Party Services and is not responsible for any Third-Party Service or any third-party provider’s acts or omissions, including unavailability, outage, failure, change, discontinuation, security issues, loss of data, or other harm or liability arising from a Third-Party Service. BuildAspect may add, remove, suspend, or modify interoperability with any Third-Party Service at any time without liability.

If Customer or any User enables or uses a Third-Party Service with the Service, Customer authorizes BuildAspect to permit the applicable Third-Party Service to access, use, process, and exchange Customer Content as directed by Customer or its Users. BuildAspect is not responsible for any use, disclosure, modification, or deletion of Customer Content by any Third-Party Service.

7. Suspension

BuildAspect may suspend Customer’s or any User’s access to all or part of the Service immediately, with or without prior notice, if BuildAspect reasonably believes (based on articulable facts or circumstances documented at the time of the decision):

1. Customer has failed to pay undisputed amounts when due;

2. Customer or a User has violated this Agreement or the Terms of Service;

3. suspension is necessary to prevent harm to the Service, other customers, or third parties;

4. suspension is necessary to respond to a security incident, fraud, abuse, or illegal activity; or

5. BuildAspect is required to do so by law or at the direction of a governmental authority.

Where practical, BuildAspect will use reasonable efforts to notify Customer before suspending access, to provide a written summary of the basis for suspension, and to restore access promptly after the issue is resolved.

8. Term and Termination

8.1 Term

This Agreement begins when Customer first accepts it and continues until all Subscription Terms and use of the Service have ended.

8.2 Termination for Cause

Either party may terminate this Agreement or an affected subscription upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving notice, except that a payment breach must be cured within ten (10) days.

Either party may terminate this Agreement immediately upon written notice if the other party:

1. becomes insolvent or generally unable to pay its debts as they become due;

2. makes an assignment for the benefit of creditors; or

3. becomes subject to bankruptcy, receivership, or similar proceedings that are not dismissed within sixty (60) days.

8.3 Termination by Customer

Customer may cancel their paid subscription at any time through the Service or by contacting BuildAspect. Unless otherwise expressly stated, cancellation will take effect at the end of the then-current Subscription Term.

8.4 Termination by BuildAspect

BuildAspect may terminate this Agreement or Customer’s access to the Service immediately upon notice if Customer or any User:

1. materially violates Section 2 of the Terms of Service (Acceptable Use);

2. uses the Service in a manner that creates a material security risk or legal exposure for BuildAspect, the Service, or others; or

3. repeatedly fails to cure payment defaults.

8.5 Effect of Expiration or Termination

Upon expiration or termination of this Agreement or any subscription:

1. Customer’s and its Users’ rights to access and use the Service will end, except to the extent BuildAspect offers a limited post-termination export period;

2. Customer remains responsible for all fees accrued through the effective date of termination;

3. BuildAspect may delete or de-identify Customer Content after 90 days following termination, except to the extent retention is required by law, necessary for financial record-keeping or pending litigation holds, or maintained in backups as necessary for limited business continuity purposes; and

4. information previously shared with other users or collaborators may remain visible to those recipients unless separately removed.

8.6 Data Export

For a period of thirty (30) days following the effective date of termination of a paid subscription (the “Export Period”), BuildAspect will use commercially reasonable efforts to allow Customer to export Customer Content using the export functionality then made available through the Service, if any, or through other reasonable means determined by BuildAspect. After the Export Period, BuildAspect has no obligation to maintain Customer Content, and Customer Content remaining after the Retention Period will be deleted or de-identified in accordance with Section 8.5(3).

9. Confidentiality

9.1 Definition

“Confidential Information” means information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is (a) designated in writing as confidential at the time of disclosure, or (b) given the nature of the information and the circumstances of disclosure, would reasonably be understood by a person in the Recipient’s position to be confidential. Customer Content is Customer’s Confidential Information. Non-public information about the Service, pricing, security, product plans, and technical information is BuildAspect’s Confidential Information.

9.2 Obligations

Recipient will:

1. use the Discloser’s Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement;

2. protect the Discloser’s Confidential Information using at least reasonable care; and

3. not disclose the Discloser’s Confidential Information to any third party except as permitted by this Agreement.

9.3 Permitted Disclosures

Recipient may disclose Confidential Information to its employees, contractors, advisors, service providers, and representatives who have a need to know the information and who are bound by confidentiality obligations at least as protective as those in this Section. Recipient remains responsible for their compliance.

9.4 Exclusions

Confidential Information does not include information that the Recipient can demonstrate:

1. is or becomes publicly available without breach of this Agreement;

2. was already lawfully known to the Recipient without confidentiality obligations;

3. is lawfully received from a third party without confidentiality obligations; or

4. is independently developed without use of the Discloser’s Confidential Information.

9.5 Required Disclosures

Recipient may disclose Confidential Information to the extent required by law, provided that, unless prohibited by law, Recipient gives the Discloser reasonable advance notice and reasonably cooperates, at the Discloser’s expense, in seeking confidential treatment.

10. Intellectual Property; Reservation of Rights

Except for the limited rights expressly granted in this Agreement, BuildAspect and its licensors retain all right, title, and interest in and to the Service, including all related software, technology, documentation, designs, and intellectual property rights. No rights are granted to Customer by implication, estoppel, or otherwise.

BuildAspect may use and incorporate general ideas, concepts, know-how, methods, and techniques learned during its performance under this Agreement, provided that BuildAspect does not (a) disclose Customer’s Confidential Information, (b) use Customer Content except as permitted by this Agreement, or (c) refer to, rely upon, or reproduce any written or recorded materials of Customer in exercising this right. For the avoidance of doubt, this right does not authorize BuildAspect to reverse-engineer or reconstruct Customer’s proprietary information from any source other than what is independently retained in the general skill and knowledge of BuildAspect’s personnel.

11. Representations and Warranties

11.1 Mutual

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement is binding on it and enforceable against it; and (c) it will comply with applicable law in performing under this Agreement.

11.2 From Customer

Customer represents and warrants that it has all rights necessary to submit Customer Content to the Service and to permit BuildAspect to process Customer Content as described in this Agreement.

12. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE, FREE ACCESS, BETA FEATURES, THIRD-PARTY SERVICES, AND ALL RELATED COMPONENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUILDASPECT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

BUILDASPECT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR AVAILABLE AT ALL TIMES OR THAT ALL DEFECTS WILL BE CORRECTED.

THE SERVICE IS AN INFORMATION MANAGEMENT AND COLLABORATION TOOL. IT IS NOT PROFESSIONAL ARCHITECTURAL, ENGINEERING, CONSTRUCTION, PROCUREMENT, ACCOUNTING, TAX, OR LEGAL ADVICE, AND IT IS NOT A SUBSTITUTE FOR PROJECT-SPECIFIC REVIEW, MEASUREMENT, ESTIMATING, PURCHASING, INSTALLATION, SAFETY ANALYSIS, OR PROFESSIONAL JUDGMENT. CUSTOMER IS RESPONSIBLE FOR VERIFYING PROJECT INFORMATION, DIMENSIONS, PRODUCT DETAILS, PURCHASE DECISIONS, INSTALLATION REQUIREMENTS, AND ALL OTHER REAL-WORLD DECISIONS BEFORE ACTING ON THEM.

13. Limitation of Liability

13.1 Indirect Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2 General Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AGGREGATE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

13.3 Exceptions

The limitations in this Section 13 do not apply to:

1. Customer’s obligation to pay fees or taxes owed under this Agreement;

2. Customer’s breach of Section 2 of the Terms of Service (Acceptable Use);

3. Customer’s breach of Section 9 (Confidentiality);

4. Customer’s infringement, misappropriation, or other violation of BuildAspect’s intellectual property rights;

5. a party’s indemnification obligations under Section 14; or

6. liability that cannot be limited or excluded under applicable law.

13.4 Basis of the Bargain

THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS IN THIS AGREEMENT ARE A MATERIAL PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT BUILDASPECT WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THEM.

14. Indemnification

14.1 By BuildAspect

BuildAspect will defend Customer against any third-party claim alleging that the Service, when used by Customer as expressly permitted under this Agreement, directly infringes or misappropriates that third party’s intellectual property rights in any jurisdiction in which Customer is authorized to use the Service, and BuildAspect will indemnify Customer against damages, settlements, and reasonable costs finally awarded against Customer or agreed in settlement by BuildAspect as a result of that claim.

BuildAspect will have no obligation under this Section 14.1 for any claim arising from:

1. Customer Content;

2. Third-Party Services;

3. Free Access or Beta Features;

4. Customer’s or a User’s modification or misuse of the Service;

5. use of the Service in combination with items not provided by BuildAspect, where the claim would not have arisen but for the combination;

6. use of the Service after BuildAspect notifies Customer to stop due to the claim; or

7. use of the Service in violation of this Agreement or applicable law.

If such a claim arises or BuildAspect reasonably believes it may arise, BuildAspect may, at its option:

1. obtain the right for Customer to continue using the affected portion of the Service;

2. modify or replace the affected portion of the Service so that it becomes non-infringing without materially reducing its overall functionality; or

3. terminate the affected portion of the Service or Customer’s subscription and provide a prorated refund of prepaid fees for the unused portion of the then-current paid Subscription Term.

THIS SECTION 14.1 STATES BUILDASPECT’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY THIRD-PARTY CLAIM THAT THE SERVICE INFRINGES OR MISAPPROPRIATES INTELLECTUAL PROPERTY RIGHTS.

14.2 By Customer

Customer will defend BuildAspect against any third-party claim arising from:

1. Customer Content;

2. Customer’s or any User’s use of the Service or any Third-Party Service in violation of this Agreement, the Terms of Service, or applicable law;

3. Customer’s or any User’s infringement, misappropriation, or other violation of a third party’s rights; or

4. Customer’s breach of Section 2.2 or Section 11.2.

Customer will indemnify BuildAspect against damages, settlements, and reasonable costs finally awarded against BuildAspect or agreed in settlement by Customer as a result of such claim.

14.3 Procedure

The obligations in this Section 14 are conditioned on the indemnified party:

1. promptly notifying the indemnifying party of the claim;

2. giving the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle any claim in a manner that admits fault of, or imposes any payment or non-monetary obligation on, the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed; and

3. providing reasonable assistance to the indemnifying party at the indemnifying party’s expense.

The indemnified party may participate in the defense with its own counsel at its own expense.

15. Logo Rights

Unless Customer opts out by emailing [email protected], BuildAspect may identify Customer and use Customer’s name and logo in BuildAspect’s customer lists, website, and marketing materials solely to identify Customer as a user of BuildAspect’s products and services. Customer may revoke this permission at any time on a prospective basis by written notice, and BuildAspect will use commercially reasonable efforts to stop new uses within a reasonable period after receiving that notice.

16. Modifications

BuildAspect may modify this Agreement, the Service, or any part of either at any time, in its sole discretion. Except as otherwise provided in this Section 17 or required by applicable law, any modification will become effective upon posting the updated Agreement on BuildAspect’s website or within the Service, and Customer’s continued access to or use of the Service after the effective date of the updated Agreement constitutes acceptance of the modified Agreement.

Customer’s continued access to or use of the Service after the effective date of a modified Agreement constitutes acceptance of the modified Agreement. If Customer does not agree to a material modification, Customer’s sole remedy is to cancel its subscription before the modification becomes effective. If Customer cancels under this Section, BuildAspect will provide a prorated refund of prepaid fees for the unused portion of the then-current Subscription Term.

Notwithstanding the foregoing, if BuildAspect changes Customer’s subscription fees, billing frequency, renewal terms, usage-based charges, paid plan structure, or other material billing or subscription terms, BuildAspect will provide notice at least thirty (30) days before the change becomes effective. Unless otherwise stated in the notice, such changes will apply beginning with Customer’s next renewal term or billing cycle following the notice. Customer may cancel its subscription at any time before the changed billing or subscription terms take effect.

17. Relationship to Terms of Service

The Terms of Service (available at https://buildaspect.com/terms) apply to each individual who accesses or uses the Service, including all of Customer’s Users. Customer’s obligations under this Agreement are in addition to, and not in lieu of, each User’s individual obligations under the Terms of Service.

BuildAspect may enforce the Terms of Service directly against any User, including by suspending or terminating an individual User’s access to the Service, without affecting the remainder of Customer’s subscription or this Agreement (except to the extent the User’s violation also constitutes a breach by Customer under this Agreement).

18. General Terms

18.1 Entire Agreement

This Agreement, together with the Terms of Service, the Privacy Policy, and any executed data processing addendum or order form, constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous statements (whether in writing or not) relating to its subject matter. Any terms in Customer purchase orders, procurement systems, vendor portals, or similar documents are void and of no effect unless expressly agreed in writing.

18.2 Severability and Waiver

If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

18.3 Governing Law; Dispute Resolution

This Agreement and any dispute arising out of or relating to this Agreement, the Service, or the relationship of the parties will be governed by the laws of the State of Colorado, without regard to its conflict of laws principles.

Informal Resolution. Before initiating arbitration or any court proceeding (except for requests for injunctive relief under Section 18.4), the aggrieved party will send a written notice of dispute to the other party describing the claim and proposed resolution. The parties will attempt in good faith to resolve the dispute through direct negotiation or executive escalation for a period of at least forty-five (45) days from receipt of the notice. If the dispute is not resolved within this period, either party may proceed to arbitration under this Section.

Arbitration. Except for claims that qualify for small claims court and are brought on an individual basis, and requests for relief under Section 18.4, any dispute arising out of or relating to this Agreement will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, or such other AAA rules as may be required by applicable law. The arbitration will be conducted by a single arbitrator in Denver County, Colorado, unless the parties agree otherwise.

Each party waives any right to a jury trial for any dispute subject to arbitration. To the fullest extent permitted by law, any arbitration or court proceeding permitted under this Agreement must be brought only on an individual basis and not as a class, collective, representative, consolidated, or private attorney general action, and the arbitrator may not preside over any such proceeding.

Judgment on the arbitration award may be entered in any court of competent jurisdiction. Any court proceeding permitted under this Agreement may be brought only in the state courts located in Denver County, Colorado, or the United States District Court for the District of Colorado, and each party consents to personal jurisdiction and venue in those courts.

18.4 Injunctive Relief

Notwithstanding Section 18.3, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property rights. Seeking such relief will not waive a party’s right to arbitration under this Agreement for any other aspect of the dispute.

18.5 Non-Exhaustive Remedies

Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

18.6 Assignment

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

18.7 Notices; Electronic Communications

Any notice, request, or approval under this Agreement must be in writing. Notices to BuildAspect must be sent to [email protected]. Notices to Customer may be sent to the account owner email address, billing contact, or other email address designated through the Service. Notices will be deemed given: (a) when received, if delivered personally; (b) 12 hours after sent, if sent by email; or (c) one (1) business day after being sent by a nationally recognized overnight courier.

Customer agrees that BuildAspect may provide agreements, disclosures, notices, consents, and other communications to Customer electronically, including by email, through the Service, or by posting them on BuildAspect’s website or within Customer’s account. Customer agrees that such electronic communications satisfy any legal requirement that such communications be in writing.

Customer further agrees that Customer’s electronic acceptance of this Agreement, use of the Service, and electronic communications with BuildAspect are intended to have the same legal effect as a handwritten signature and paper records. Customer is responsible for keeping its account contact information current.

18.8 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

18.9 Force Majeure

Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, labor disputes, acts of government, internet or utility failures, civil unrest, war, terrorism, or denial-of-service attacks, except that this Section does not excuse Customer’s payment obligations for amounts already due.

18.10 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights.

18.11 Defined Terms

“Commercially Reasonable Efforts” means those efforts that a reasonable person in the same position would use, considering the relative costs and benefits, the nature and importance of the obligation, and the resources of the party, but does not require the expenditure of disproportionate resources or the taking of actions that would be commercially impracticable.

18.12 Survival

Sections 1.5, 1.6, 2, 4, 6, 8.5, 8.6, 9, 10, 12, 13, 14, 15, 17, and 18, and any provisions that by their nature should survive, will survive expiration or termination of this Agreement.

18.13 Export Controls and Sanctions Compliance

Customer may not access, use, export, re-export, or otherwise transfer the Service except as authorized by United States law and the laws of any other applicable jurisdiction. Without limiting the foregoing, Customer represents and warrants that Customer is not, and is not owned or controlled by, or acting on behalf of, any person or entity located in, organized in, or ordinarily resident in any country or territory subject to comprehensive U.S. embargoes or sanctions, and is not identified on any U.S. government restricted-party list.

Customer will not use, and will not permit any User or third party to use, the Service in violation of any applicable export control, trade sanctions, or import laws or regulations. BuildAspect may suspend or terminate access to the Service to comply with applicable export control or sanctions laws.