Terms of Use

‍Last updated May 2025

I. INTRODUCTION

Buildout Inc. (collectively, “Buildout,” “we,” “us,” or “our”) is committed to respecting your privacy when visiting our website. This Privacy Policy (“Privacy Policy”) is designed to help you understand how Buildout collects, uses, and discloses your Personal Information that is shared with us and collected offline or when you access or use our website www.buildout.com (the “Website”) or our mobile application (collectively with the Website, the “Services”), whether accessed via computer, mobile device or otherwise. This Privacy Policy does not describe information collection policies and practices of websites and platforms that we do not provide, including those linked to or integrated with the Website.

Please read this Privacy Policy carefully. By accessing or using our Services you consent to our collection, use, sale, sharing, and disclosure of your Personal Information as described in this Privacy Policy. If any term in this Privacy Policy is unacceptable to you, please do not use our Services or provide us with any Personal Information.

Changes to our Privacy Policy. We may revise this Privacy Policy from time to time at our sole discretion. Any changes or updates will be effective immediately upon posting to the Services. You are responsible for periodically monitoring and reviewing any updates to this Privacy Policy. If there are any material changes to this Privacy Policy, we will notify you as required by applicable law. You understand and agree that you will be deemed to have accepted the updated Privacy Policy if you continue to use our Services after the new Privacy Policy takes effect, so please check this Privacy Policy periodically for updates.

Residents of California, Colorado, Connecticut, Utah and Virginia have additional rights. California residents should click here to learn more. Colorado, Connecticut, Utah and Virginia residents should click here to learn more.

II. PERSONAL INFORMATION WE COLLECT AND HOW WE COLLECT IT

For the purposes of this Privacy Policy, “Personal Information” means any information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with an individual. The categories of Personal Information we collect depend on how you interact with us, our Services, and the requirements of applicable law.

A. Personal Information You Provide to Us Directly

We collect the following information you provide to us:

• Contact Information.  When you connect with us such as to request more information about our products or Services, we collect certain contact information you provide such as your first and last name, e-mail address, phone number and similar identifiers. We also collect other information, including in the context of your business relationship with us, such as certain employment-related information including professional postal address, role, and information related to preferences and property listings.   
• Communication Information. We also collect records and copies of your correspondence (including e-mail addresses) if you contact us, such as when you report a problem with our Services.
• User Account Information. When you register an account with us, we collect information such as your account login credentials. 
• Billing Information. When you purchase one of our products, we also collect your billing information such as your name, postal address, e-mail address, and payment card information. When you provide your payment information, we transmit the payment via an encrypted connection to a third-party credit card processor. Buildout does not collect or store your full credit card details. 
• Other Information. We may collect other Personal Information we specifically request, or you voluntarily provide.

Should you submit any information through our Services, you warrant that you are authorized to submit this information and in the event that you request Buildout to move or otherwise transfer your data (i.e., from one system/account to another), you warrant that you have the authority to submit such a data transfer request.

B. Cookies, SDKs and Other Technologies

From time to time when you use our Services, we may collect certain information such as the IP address of your computer or network connection. We may also collect other information such as the time and date of your visit to our Services, the pages and other content that you access, the number of times you return to our Services, and other information that your browser sends whenever you visit or use our Services. In case of cross-account access, we may also receive information about you from third-party service providers such as Google or Microsoft.

Depending on whether you use our Website or App, this process may involve the placement of a small, removable text file (commonly referred to as a “cookie”) on your computer's hard drive, software development kits (“SDKs”), web beacons, web server logs, and similar technologies. SDKs are a set of tools that provides a developer with the ability to build a custom application which can be added on, or connected to, another program. SDKs allow us to develop our App. We may integrate into the Services technology provided by third parties (e.g., Google Analytics, Planhat, and Pendo) to accomplish this information collection. We also collect information processed through social media plugins on our Services, and if required by law, we enter into appropriate agreements with the social media plugin service providers. Social networks are able to retrieve Personal Information through those plugins, even if you do not interact with them. We encourage you to read their applicable privacy policies and data protection notices to learn more about them.

Cookies are small files that are placed onto your device (e.g., computer, smartphone or other electronic device) that store information when you visit a website. Pixel tags (also called web beacons, clear gifs, or tags) are a similar technology that consists of small images or snippets of code that can help the website owners learn how you interact with websites and emails. Some cookies allow us to make it easier for you to navigate our Services, to deliver relevant local resources, remember browser preferences, and improve your experience on our Services. 

Depending on the location of the users, we use first and third-party cookies, including functional cookies and analytics cookies. For more information on cookies, please see Section VIII for Californian users and Section X for EU users. Functional cookies are necessary to enable your visit to our Services. These are first-party session cookies which exist only during an online session. They are typically deleted from your computer when you close your browser or turn off your computer. We use session cookies to allow our systems to uniquely identify you during a session or while you are logged into the Services. This allows us to process your online transactions and requests and verify your identity, after you have logged in, as you move through our Services.

We use first and third-party analytics cookies to facilitate and improve the use of our Services. These are persistent cookies, which remain on your computer after you have closed your browser or turned off your computer. We use these cookies to track aggregate and statistical information about your activity. We, and our third-party service providers, also use these cookies and similar technologies to analyze trends to track information about your use of our Services and gather demographic information about our user base as a whole. We may combine this information with other information we collect from you (and our third-party service providers may do so on our behalf).

We use Google Analytics on our Services to collect usage data, to analyze how you use the Services and to provide advertisements to you on other websites. For more information about how to opt out of having your information used by Google Analytics, visit https://tools.google.com/dlpage/gaoptout/.

We may also use Facebook and Twitter remarketing services to inform, optimize, and serve advertisements based on your past visits to our Services. You can opt out of Twitter’s interest-based ads by following their instructions: https://help.twitter.com/en/safety-and-security/privacy-controls-for-tailored-ads. You can opt out of Facebook’s interest-based ads by following these instructions from Facebook: https://www.facebook.com/help/568137493302217.

You can control the use of cookies at the individual browser level. The Help portion of the toolbar on most browsers will tell you how to prevent your computer from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether. You can also control the use of analytics cookies via our cookie banner. If you disable cookies, you will be able to browse certain areas of our Services, but some features may not function.

III. HOW WE USE AND DISCLOSE YOUR PERSONAL INFORMATION

We may collect, use, or disclose information about you, including Personal Information, to third parties for a variety of business purposes, as described below.

• To provide our Services and their contents to you, including in the context of your business relationship with us. 
• To perform our contractual obligations.
• To brokers in connection with our Services.
• To fulfill or meet the reason you provided the information (e.g., to respond to your email or request for information).
• To analyze user behavior. We may disclose such analyses to third parties in the form of aggregate or anonymized data.
• To fulfillment providers for physical mailing, email deployers, technical providers of data storage, back end service providers, brokers of the property listings, and social media network providers. Where appropriate, we will enter into written agreements governing the processing and confidentiality of personal data by third parties.
• To our authorized staff members. Our staff members have received training concerning the security and maintaining the confidentiality of such information and committed themselves to confidentiality. 
• To a successor organization in the event of a merger, acquisition, bankruptcy, or other sale or disposition of all or a portion of our assets. The successor organization’s use and disclosure of your information will continue to be subject to this policy unless (i) a court orders otherwise, for example a bankruptcy court; or (ii) the successor organization gives you notice that your information will be subject to the successor organization’s own policy, along with an opportunity for you to opt out (which may cause you not to be able to continue to use our Services). If you submit information after such a transfer, that information may be subject to the successor entity’s policy.
• If we have a good-faith belief that we are permitted or required to do so by law or legal process, to respond to legal claims, or to protect our rights, property or safety or the rights, property or safety of others. 
• For any other purpose disclosed by us when you provide the information or with your consent.
  

IV. THIRD-PARTY WEBSITES

Our Services may contain links, features, components, or other interactive tools supplied by third parties and third parties may reference or link to our Services. Please be aware that you are providing your Personal Information to these third parties and not to Buildout. This Privacy Policy does not apply to these third-party websites. We do not endorse, screen, or approve, and are not responsible for, the privacy practices or content of such other websites or applications. Providing Personal Information to third-party websites or applications is at your own risk. BUILDOUT DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR WHAT THIRD PARTIES DO IN CONNECTION WITH THEIR WEBSITES, OR HOW THEY HANDLE YOUR PERSONAL INFORMATION. PLEASE EXERCISE CAUTION AND CONSULT THE PRIVACY POLICIES POSTED ON EACH THIRD-PARTY WEBSITE FOR FURTHER INFORMATION.

V. CHILDREN’S PRIVACY

Our Services are not directed at children under the age of 16. We do not knowingly collect any information from children under the age of 16, and any such disclosure is strictly prohibited. If you are a parent or guardian and believe your child has uploaded Personal Information to our Services without your consent, you may contact us as described in Section VII below. If we become aware that a child has provided us with Personal Information in violation of applicable law, we will delete any Personal Information we have collected, unless we have a legal obligation to keep it.

VI. DATA SECURITY

Buildout takes reasonable precautions to ensure that your information is treated securely and in accordance with this Privacy Policy. Unfortunately, no system is 100% secure, and we cannot guarantee the security of any information you provide to us, and you do so at your own risk. To the fullest extent permitted by applicable law, we do not accept liability for unauthorized access, use, disclosure, or loss of Personal Information.

VII. CONTACT INFORMATION

Should you have any questions or concerns about this Privacy Policy or any of its provisions, contact us by phone at 888-803-2343 or email at privacy@buildout.com.

C. “Sales” or “Sharing” of Personal Information under California Law

Buildout does not sell your Personal Information for direct, monetary profit. However, we do engage in certain information disclosure activities as described in the Section above titled “Disclosure of Your Personal Information” that may be considered “sales” or “sharing” under California Law. For instance, our Services may include social media plug-ins (such as the Facebook like button), widgets (such as the “Share” button), cookies or other tools made available by third parties, such as social media companies, that may result in information being collected or disclosed between us and the third parties for various purposes, including to select and serve personalized advertisements to you and others. These third parties may set and access their own cookies, web beacons, and embedded scripts on your device, and they may otherwise collect or have access to information about you, including unique personal identifiers such as an IP address, and they may disclose that information to us. Your interactions with these third parties are governed by the third parties’ privacy policies.

In the previous twelve (12) months, we have sold or shared the following Personal Information:

Buildout does not knowingly sell or share Personal Information of consumers under 16 years of age.

D. California Law Privacy Rights

Under California Law, California residents have the following rights, which can be exercised directly or in certain cases, through an authorized agent (as discussed below):

• Right to Know and Access Your Information: You have the right to request information about our collection, use, and disclosure of your Personal Information concerning: 

Please note that we may still use aggregated and de-identified Personal Information that does not identify you or any individual.

• Right to Delete: You have the right to request that we delete certain Personal Information about you that we have collected from you. We may not be able to fulfill your request if we (or our service providers) need to retain your Personal Information for certain authorized purposes, such as to provide a good or service you requested, to secure our services, to protect against fraud, to improve our services, or to comply with or exercise rights under applicable law.
• Right to Correct Inaccuracies: You have the right to request that we correct any inaccuracies in the Personal Information that we maintain about you.
• Right to Non-Discrimination: You have the right not to receive discriminatory treatment by Buildout (e.g., through denying goods or services, charging different rates for goods or services, or providing a different level or quality of goods or services) for choosing to exercise any of your rights under California Law. 
• Right to Opt-Out of Sales or Sharing of Personal Information: As described above, we do engage in certain information disclosure activities that may be considered “sales” or “sharing” under California Law. If Buildout sells or shares your Personal Information to third parties, you may have the right to opt out of the sale or sharing of such information. To exercise the right to opt-out, you (or your authorized agent) may submit a request to us by visiting the “Do Not Sell or Share My Personal Information” link below. If you have an opt-out preference signal enabled (e.g., the Global Privacy Control), you will automatically be opted out of the sale or sharing of your information, but we may ask you to confirm your preference if you have previously consented to the sale or sharing of your Personal Information. Please also note that that if you have an account with us, but are not logged into your account, we may not be able to associate the browser or device information connected to your opt-out preference signal with you. If you would like for us to make this connection, you may submit additional information to us through the interactive webform linked above and in the “Do Not Sell or Share My Personal Information” link at the bottom of our Website. 
  

To download and use a browser supporting the opt-out preference signal, please visit https://globalprivacycontrol.org/orgs. If you choose to use the opt-out preference signal, you will need to enable it for each supported browser or browser extension you use.

Please note that the deletion of your Personal Information or opting out of the sale or sharing of your Personal Information may impair some features and functionality of the Services, including the possible deletion of your account and delisting of your listings.

E. How to Exercise Your Privacy Rights

To exercise privacy rights as described above, please submit a verifiable consumer request by:

• Emailing us at privacy@buildout.com  

F. Verifiable Consumer Requests

To exercise your right to know, access, delete, or correct your Personal Information as described above, we may take reasonable steps to verify your identity or authority to make the request and confirm the Personal Information relates to you. 

Only you, your parent, guardian (if you are under 13 years or age), conservator, a person to whom you have given power of attorney pursuant to California Probate Code sections 4000 to 4465, or an authorized agent may make a verifiable consumer request related to your Personal Information. You may, however, make a verifiable consumer request on behalf of your minor child if necessary. If an authorized agent makes the request on your behalf, then (i) we will need proof that you have provided the agent with power of attorney; (ii) you must provide the agent with signed permission to submit a request to access or delete; (iii) you must verify your identity directly with us; or (iv) you must confirm with us that you provided the authorized agent permission to submit the request. 

We will ask you to provide certain information to verify your identity or authority to make the request: name, email address, and telephone number. Your verifiable consumer request must provide sufficient information that allows us to reasonably verify that you are the person about whom we collected Personal Information or an authorized agent. We cannot respond to your request if we cannot verify your identity or authority to make the request. You may only make a verifiable consumer request for your right to access twice within a 12-month period.

Making a verifiable consumer request does not require you to create an account with us. However, we do consider requests made through your password-protected account sufficiently verified when the request relates to Personal Information associated with that specific account.

G. Response Timing and Format

We attempt to respond to a verifiable consumer request within 45 days after we receive it. If we require more time (up to 90 days), we will inform you of the reason and extension period in writing within 45 days after we receive your initial request. If you have an account with us, we will deliver our written response to that account. If you do not have an account with us, we will deliver our written response by mail or electronically, at your option. Any disclosures we provide will only cover the 12-month period immediately preceding the date we receive the verifiable consumer request. The response we provide will also provide the reasons we cannot comply with a request, if applicable. For access requests, we will select a format to provide your Personal Information that is readily useable and should allow you to transmit the information from one entity to another entity without hindrance. We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.

H. Data Retention

We may retain all categories of your Personal Information described above for as long as needed to carry out the purposes described herein or as otherwise required by applicable law. Unless we are required or permitted by law to keep your Personal Information for a longer period of time, when your Personal Information is no longer necessary to carry out the purposes for which we process it, we will delete your Personal Information or keep it in a form that does not permit identifying you. When determining the retention period, we take into account various criteria, such as the nature of the use of the Services, your general relationship with us, the impact on our ability to provide you the Services if we delete your Personal Information, mandatory retention periods provided by law and the statute of limitations, and our use of your Personal Information for aggregated market research.

I. Do Not Track

Some internet browsers – like Internet Explorer, Firefox, and Safari – include the ability to transmit “Do Not Track” or “DNT” signals. Since uniform signals have not been adopted, we do not currently process or respond to “Do Not Track” or “DNT” signals.

J. California’s Shine the Light Law

Under California Civil Code Section 1798,83, California residents with an established business relationship with us can request information once a year about sharing their Personal Information with third parties for the third parties’ direct marketing purposes. If you are a California resident and would like to make such a request, please contact us as described in Section VII.

X. ADDITIONAL INFORMATION FOR USERS IN THE EU

A. Data Controller ‍

Buildout, Inc., with registered offices at 1600 Golf Rd, #1200, Rolling Meadows, IL 60008, United States, privacy@buildout.com, collects and processes your personal data as a data controller within the meaning of the EU General Data Protection Regulation (“GDPR”) when you use our Services. Personal data means any information relating to an identified or identifiable natural person, such as a name, contact details, an online identifier such as an IP address, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.‍

B. Processing of Personal Data, Legal bases and Purposes ‍

‍We process your personal data for the following purposes:

C. International Transfers of Personal Data

Buildout complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce.  Buildout has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with regard to the processing of personal data received from the European Union in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) in reliance on the UK Extension to the EU-U.S. DPF.  Buildout has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (Swiss-U.S. DPF Principles) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF.  If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles, the Principles shall govern.  To learn more about the Data Privacy Framework (DPF) program, and to view our certification, please visit the Data privacy framework website.

Buildout verifies compliance with the DPF Principles through annual self-assessment to ensure that our privacy practices as described in this Privacy Policy remain in conformity with the DPF Principles.

D. Retention of Personal Data

‍We will retain personal data as long as necessary for the purpose for which the data was initially collected or otherwise processed, subject to applicable local retention requirements.

In the event the legal basis for the processing of the personal data is consent, we will erase your personal data when you withdraw your consent.

E. Your Rights Under GDPR

You have the right to request access to your personal data and the right to rectify your personal data which are incorrect and/or incomplete. In certain circumstances, you have the right to erasure, the right to data portability, the right to object to and the right to restrict the processing of your personal data. You also have the right to withdraw your consent at any time and free of charge, with effectiveness for the future. You have the right to lodge a complaint with the appropriate European Union supervisory authority.

Under the Data Privacy Framework, Buildout commits to cooperate with EU data protection authorities (DPAs), the UK Information Commissioner’s Office, and the Swiss Federal Data Protection and Information Commissioner (FDPIC) and comply with their advice regarding data transferred from the EU, UK, and Switzerland.

To exercise your rights or for further information concerning your rights, please contact privacy@buildout.com.

XI. Canadian Privacy Rights

If you are located in Canada, the Personal Information Protection and Electronic Documents Act and applicable provincial privacy legislation (collectively, “Canadian Privacy Laws”) govern the collection, use and disclosure of personal information by organizations in the course of commercial activities. If you are located in Canada, this Canadian Privacy Rights section applies to you. Additionally, in certain Canadian provinces, provincial privacy legislation will apply to you, namely, for the Province of Alberta – the Personal Information Protection Act (Alberta), for the Province of British Columbia – the Personal Information Protection Act (British Columbia) and for the Province of Quebec – the Act respecting the protection of personal information in the private sector also applies to you and the expression “Canadian Privacy Laws” therefore also includes reference to these provincial laws. If you live in Canada and any part of our general Privacy Notice conflicts with this Canadian Privacy Rights section, this Canadian Privacy Rights section governs to the extent of the conflict.

Personal Information

Under Canadian Privacy Laws, personal information means any information about an identifiable individual, which may, in certain circumstances, include information gathered from your use of the Services.

Consent

In Canada, express or implied consent is the legal basis upon which organizations may collect, use and disclose personal Information.  Accordingly, personal information will only be collected, used, and disclosed by us for the purposes described above in this Privacy Notice under the heading “How We Use Your Personal Information”, with your express or implied consent.  We will collect your express consent for any sensitive personal information that we may collect, use, or disclose.  Otherwise, your continued use of the Services signifies your consent to our collection, use, and disclosure of your personal information as described in this Privacy Notice, as it may be amended from time to time after you have been informed of any such amendment. Your continued use of the Services after having been informed of any amendment to this Privacy Notice will be deemed a consent by you to any such amendment; if you do not agree with this Privacy Notice or any amendment, do not access the Services.

If you provide personal information of a third party to us, you represent that you have complied with the requirements of Canadian Privacy Laws with regards to its collection before providing it to us and for us its use and disclosure as set out in this Privacy Notice.

Online Behavioral Advertising

With respect to the information that we collect using cookies or similar technologies that we have described above, you can opt-out of several third party ad servers’ and networks’ cookies simultaneously by using an opt-out tool created by the Digital Advertising Alliance of Canada and an opt-out tool created by the Network Advertising Initiative. Opting out of a network does not mean you will no longer receive online advertising. It does mean that the network from which you opted out will no longer deliver ads tailored to your web preferences and usage patterns.

Your Rights

Withdrawal of Consent

Under Canadian Privacy Laws, you have the opportunity to withdraw your consent at any time to our collection, use or disclosure of your personal information, subject to reasonable prior notice and applicable legal and contractual restrictions.  Depending on the nature of the personal information for which you choose to withdraw your consent, if you do withdraw your consent we may not be able to provide our products and services to you; we will explain the implications of withdrawing consent to you when we receive your notice of withdrawal. If you withdraw your consent in respect of any personal information that has been provided to third parties, we will advise such third parties of your withdrawal to the extent required by Canadian Privacy Laws.

Right to be informed

You have the right to be informed about the personal information that we collect, use, process, disclose, retain and have deleted about you.  You may request additional information to clarify the extent of your consent.

Right to an Accounting

You have the right to receive an accounting of the categories of third parties to whom we have disclosed your personal information.

Rights of Access, Correction

You have the right to access the personal information we maintain about you and you have the right to correct or supplement your personal information if it is inaccurate or misleading and to have it completed if it is incomplete. Where appropriate, to have personal information that you have corrected or supplemented transmitted to third parties who have had access to your personal information.

Right to be notified of a Data Breach 

If you are in Quebec, you  have the right to be informed of a confidentiality breach involving your personal information that may cause you a serious harm. If you are in the rest of Canada you have the right to be informed of a breach of security safeguards affecting your personal information where there is a real risk of significant harm to you.

Right to Lodge Complaints

You have the right to lodge a complaint about our collection, use or disclosure of your personal information with the Office of the Privacy Commissioner of Canada and any applicable provincial privacy commissioner’s office having jurisdiction.

Additional Rights in Quebec

If you are in the province of Quebec, you have the following additional rights:

Right of Deletion 

You may request under certain circumstances the deletion of your personal information.

Right to Data Portability 

As of September 22, 2024 you will have the right to be provided, in a structured, commonly used and machine-readable format, with a copy of your personal information or to have it transferred directly to another entity or person.

To exercise the above rights, please get in touch with us using the contact information provided below under the heading “Contact Us”.  We will consider and process your request within a reasonable period of time and in any event within thirty days of receipt of your request or such longer time as we may be permitted under Canadian Privacy Laws.  Please be aware that under certain circumstances, Canadian Privacy Laws may limit your exercise of these rights.

If we cannot provide you with access to your personal information, we will inform you of the reasons why, subject to any legal or regulatory restrictions.

If we refuse to rectify your personal information, we will attach a statement to the record that sets out the reason why we have refused to make the rectification.

We will also retain the personal information that has been the subject of an access request or a rectification request for as long as necessary to allow you to exhaust any recourse provided by law.

International Transfers

As noted above in this Privacy Notice, your personal information may be transferred to and stored at a location outside of your jurisdiction of residence. Please note that local data protection laws where your personal information is stored or processed may not provide as much protection as the data protection laws in force in your jurisdiction of residence, but we nevertheless ensure that we take reasonable steps to ensure that your personal information will not be used by such persons storing or processing the information for any purpose other than assisting us for the purposes described in this Privacy Notice.  If you would like to receive more information about our policies and practices with respect to our use of service providers outside of Canada who handle your personal information or if you have any questions about our collection, use, disclosure or storage by any service providers outside of Canada on our behalf, please contact us at the address below under the heading “Contact Us”.

If you provide personal information of a third party to us, you represent that you have complied with all the obligations imposed by Canadian Privacy Laws regarding the transfer of personal information outside the jurisdiction of residence.

Business Transfers

Where we disclose your personal information in the event of a business transfer described in our Privacy Notice above, we will ensure that the information is treated confidentially by the parties to the transaction and that the information will be protected by security safeguards appropriate to its sensitivity. If the transfer is completed we will require that the parties to the transaction continue to treat your personal information in accordance with Canadian Privacy Laws.

Service providers 

Where we disclose personal information to services providers, we ensure that they are bound by contractual obligations to:

• Use personal information only for providing the service;
• Refrain from disclosing or communicating personal information without our consent;
• Implement rigorous security measures;
• Allow us to audit these measures;
• Notify us immediately of a confidentiality breach; and
• Destroy personal information at the end of the contract.

Electronic Marketing Messages

We send electronic marketing messages for the purposes described above in this Policy, however, notwithstanding Our Opt-in/Opt-out Policy described above, Canada’s anti-spam legislation contains special rules that regulate the way in which we may send these electronic messages to you. If you are located in  Canada we will only send electronic marketing messages to you if we have your prior opt-in consent, unless an exception or a specific form of implied consent applies.  You may learn more and sign up for our electronic mailing list by clicking here.

Information security and governance

Our internal policies and practices provide for:

• framework applicable to the use, communication, retention and destruction of personal information;
• the roles and responsibilities of our employees throughout the life cycle of the personal information; and
• a process for handling complaints concerning the protection of personal information.

Each employee who uses personal information is bound by confidentiality obligations and has received appropriate training. In addition, each employee may only access personal information that is necessary for the performance of his or her duties. In the event of a breach, our governance policies and practices provide for sanctions.

‍

Changes to This Policy

We reserve the right to change or update this policy, or any policies or practices, at any time without notice to you. Any changes or updates will be effective immediately upon posting to the Platform.

Buildout respects the intellectual property rights of others and we ask our users to do the same. Buildout  may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users of its services who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Buildout’s DMCA Compliance Agent the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on or within the Buildout  site or services;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Buildout’s agent for notice of claims of copyright infringement can be reached as follows:

By certified mail:

DMCA Compliance Agent
Buildout, Inc.
1600 Golf Rd
#1200
Rolling Meadows, IL 60008

Buildout can accept submissions via email to privacy@buildout.com, however, due to the nature of email, we cannot guarantee that email will be delivered. Thus, if you submit via email and do not hear back from us confirming receipt within 72 business hours, please submit your notice again via certified mail as noted above.

‍Last updated: September 8, 2025

This Master Subscription Agreement (the “Agreement”) is between Buildout, Inc., a Delaware corporation with a business address of 1600 Golf Road, Suite 1200 Rolling Meadows, IL 60008 (“Buildout”) and its Affiliates, as the case may be, and you and your employees, agents, contractors and any other entity on whose behalf you accept these terms (“Client”). This Agreement is effective as of the Effective Date (as defined below). The parties agree as follows:

IMPORTANT: THIS AGREEMENT FORMS A BINDING CONTRACT BETWEEN THE CLIENT AND BUILDOUT WHEN ACCEPTED BY THE CLIENT. THE CLIENT ACCEPTS THE TERMS OF THIS AGREEMENT WHEN THEY ARE PRESENTED ONLINE, SUCH AS BY CHECKING A BOX CAPTIONED WITH ACCEPTANCE LANGUAGE OR CLICKING AN ICON BEARING AN “ACCEPT” OR SIMILAR MARKING OR BY OTHERWISE ELECTRONICALLY SIGNING THIS AGREEMENT (REFERRED TO HEREIN AS THE “EFFECTIVE DATE”). THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS AUTHORITY TO REPRESENT THE ENTITY AND COMMIT FUNDS ON ITS BEHALF.

1. Definitions.

Terms used in this Agreement with their initial letters capitalized have the meanings ascribed to them in this section or where they are elsewhere defined in this Agreement. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). The term “including” means including without limitation. As used in this Agreement:

1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.  “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2. “Change Order” means a written change order that is entered into in accordance with this Agreement and that reflects a change to the parties’ obligations under an Order or other Attachment.  

1.3. “Client Data” means electronic data and information submitted by or on behalf of Client to the Services.

1.4. “Content” means information obtained by Buildout from publicly available sources or its third-party licensors and made available to Client through the Services.

1.5. “Intellectual Property Rights” means patent, trademark, trade secret, copyright, rights of publicity, and all other proprietary rights whether arising by statute or common law. 

1.6. “Licensor” means any third-party provider of Content or software integrated in, or made accessible through, the Services.

1.7. “Order” means an ordering document specifying the Services to be provided hereunder that is entered into between Client and Buildout, including any addenda or supplements thereto. 

1.8. “Services” means the products and services that are ordered by Client under an Order and made available online by Buildout.

1.9. “Service-Specific Additional Terms” means any end-user license terms imposed on Client and all Users by a Licensor. 

1.10. “User” means an individual who is authorized by Client to access and use a Service in accordance with this Agreement.

2. Term and Termination; Suspension.

2.1. Term. This Agreement will begin on the Effective Date and will continue in effect As long as any Order Form remains in effect.

2.2. Users. Either party may reduce the number of authorized Users effective upon the expiration of the then current Term, by notifying the other party in writing at least thirty (30) business days prior to the expiration date of the then current Term.  

2.3. Termination for Breach. Either party may terminate this Agreement for the other party’s material breach, provided that the nonbreaching party has given the other party at least fourteen (14) days’ written notice of and the opportunity to cure the breach, except that in the event of unlawful conduct, fraud, or material misrepresentation by either party, the other party will be entitled to terminate this Agreement immediately upon written notice to the other party. Buildout shall have the right to immediately terminate this Agreement upon written notice to Client in the event Buildout reasonably believes Client is in breach of any covenant, warranty, representation or any other provision of this Agreement (including but not limited to breaches of Section 8 of this Agreement) concerning usage, rights or ownership in the Client Data. Termination for breach will not alter or affect the terminating party’s right to exercise any other remedy for breach.

2.4. Termination for Bankruptcy. Either party may terminate this Agreement immediately by providing written notice to the other party if the other party becomes insolvent, if a petition in voluntary or involuntary bankruptcy is filed by or against the other party under any chapter of the United States bankruptcy laws and not bonded or discharged within thirty (30) days of the date a receiver or trustee is appointed or if the other party makes an assignment for the benefit of creditors.

2.5. Survival. Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement. Without limiting the foregoing, the sections titled “Client Data Retrieval,” “Removal of Content,” “Price and Payment,” “Intellectual Property,” “Disclaimer,” “Indemnification,” “Limitation of Liability,” “Confidentiality,” and “General” will survive the expiration or termination of this Agreement.

2.6. Client Data Retrieval. Upon request by Client made within thirty (30) days after the effective date of termination of this Agreement, Buildout will make available to Client for download a file containing Client Data in comma separated value (.csv) format along with attachments in their native format. After such thirty (30) day period, Buildout shall have no obligation to maintain or provide any Client Data to Client.

2.7. Suspension. In addition to Buildout’s other rights or remedies which may be available under this Agreement or at law or in equity, if Client commits a breach of this Agreement (including failure to pay any amounts when due under this Agreement), then Buildout will also be entitled to suspend performance of any of its obligations under this Agreement, including access to the Services, upon ten (10) days’ notice to Client. Any suspension by Buildout will not excuse Client from its obligation to make payments under this Agreement. Buildout reserves the right to impose a reconnection fee in the event Client is suspended and thereafter requests access to the Services. If, however, Buildout elects to continue to provide access to the Services despite any such breach, its action will not constitute a waiver of any breach by Client or in any way preclude Buildout’s right to exercise any other rights or remedies available to it, including termination.

3. Use of Services and Content.

3.1. Right of Access. Subject to the terms and conditions of this Agreement, including any additional Service-Specific Additional Terms, Buildout will provide Client with the non-exclusive, non-transferable right to access and to use the Services and Content as set out in the applicable Order(s). Client may authorize its Users to access and use the Services and Content, and Client shall remain solely responsible for the actions or omissions of such Users and their compliance with this Agreement. In the event Client purchases Rethink, Prospect by Buildout, ProspectNow, and Apto, the applicable Service-Specific Terms shall also apply.

3.2. Users. The number of User Licenses being purchased will be set forth in an Order. User Licenses are for designated users and cannot be shared or used by more than one User, but may be redesignated to new users, as necessary, provided such re-designation is not used to circumvent the prohibition on sharing User Licenses. Unless otherwise specified in the relevant Order, (i) additional User Licenses may be added in minimum increments of 1; (ii) the term of the additional User License shall be coterminous with the expiration of the subscription term in effect at the time the additional User License is added; and (iii) pricing for the additional User Licenses shall be prorated for the remainder of the subscription term in effect at the time such additional User Licenses are added.  

3.3. Restrictions. Client will: (i) use the Services and Content only for Client’s (or its Users’) own internal business operations; (ii) only allow Users to access the Services and Content and not authorize use by any other third party (User Licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Services); (iii) maintain commercially reasonable security standards for its and its Users’ use of the Services and Content; (iv) not reverse engineer, disassemble, decompile, unlock, recreate, modify, copy, license, sublicense, create derivative works or software from, sell, rent, lease, loan, distribute, reproduce, or otherwise commercially exploit any ideas, features, functions, graphics or any other portion of the Services; (v) create Internet “links” to the Services or “frame” or “mirror” any Client Data on any other server or wireless or Internet-based device; (vi) not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vii) not send or store viruses, malicious code, infringing, obscene, threatening, libelous or otherwise unlawful or tortious material (including material harmful to children or violative of third party privacy rights) to or on the Services; (viii) not attempt to gain unauthorized access to, or disrupt the integrity or performance of, any part of the Services or any data contained therein or any systems, equipment or networks connected to the Services; (ix) not use the Services or Content to provide any service to a third party (except legitimate real estate clients), the operation of a service bureau, outsourcing or timesharing service; (x) not attempt to circumvent or disclose the user authentication or security of the Services or any host, network, or account related thereto; (xi) not make any use portion of the Services or Content that violates any applicable law or regulation; (xii) not utilize any automated or manual system to access or to test the Services; (xii) remove or alter any copyright, trademark, or other notice of proprietary rights within or in connection with the Services or Content; or (xiii) access the Services or Content if Client is a direct competitor of Buildout, except with the prior written consent of Buildout, or access the Services or Content for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes. In the event of any breach or attempted breach of this section, Buildout reserves the right to immediately suspend Client’s access to the Services, without liability, in addition to its other rights and remedies.

3.4. Removal of Content. If Client receives notice, including from Buildout, that any Content may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or any Service-Specific Additional Terms, Client will promptly do so. If Client does not take required action, including deleting any Content Client may have downloaded from the Services, in accordance with the above, Buildout may disable the applicable Content or Service until the potential violation is resolved. If requested by Buildout, Client shall confirm deletion and discontinuance of use of such Content in writing and Buildout shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if Buildout is required by any Licensor to remove Content, or receives information that Content provided to Client may violate applicable law or third-party rights, Buildout may discontinue Client’s access to Content through the Services.

4. Updates; Support.

4.1. Updates. Buildout may update the Services from time to time as determined in its sole discretion. The Services is designed for general availability and Buildout schedules downtime during its regularly scheduled maintenance windows. However, Buildout reserves the right to perform unscheduled maintenance at any time, in order to respond to urgent or critical service issues.

4.2. Support. Buildout will provide the support services set forth in an Order (if any) in accordance with the service level agreements set forth therein.

5. Changes; Additional Services.

5.1. Change Orders. From time to time, Client may contract for additional services by entering into new Orders, which, upon execution by both parties, will be subject to the terms and conditions of this Agreement. Requests for material and substantive changes to one or both of the parties’ obligations after the Effective Date must be made in writing by way of a Change Order agreed to in writing by the parties (email sufficing). Client acknowledges that changes reflected in a Change Order (e.g., adding an additional plug-in) may result in additional fees and the extension of time for performance by Buildout.

5.2. Usage. The addition of Users will increase the monthly amount paid, and the fees for such additional Users shall be due in the month following the addition and will be for the portion of the month in which the User access or uses the Services. The rights of any additional Users shall be co-terminus with the then-current term, i.e., the addition of Users will not extend the then-current term of the Order.

6. Price and Payment.

6.1. Fees. In consideration for the provision of access to and use of the Services, Client will pay to Buildout all fees as set forth in each Order.

6.2. Payment in Advance. All fees charged in advance in accordance with an Order must be paid by credit card, debit card, bank to bank transfer, or ACH. Client must provide Buildout with valid credit card or approved purchase order information as a condition to signing up for the Services. Unless otherwise provided in an Order, monthly fees will be charged at the beginning of each month. For the initial Order under this Agreement, Client agrees to pay the applicable fees, in advance, for the remainder of the then-current month on a pro rata basis (calculated in relation to the portion of the month then remaining). Thereafter, for new Users added in accordance with this Agreement, Client agrees to pay the applicable fees, in advance, commencing at the beginning of the month following the month in which such new Users are added. Adjustments based on Users removed will be reflected in the fees charged at the beginning of the month following the month in which the Users are removed. For purposes of clarity, Client will not be entitled to any credit or refund for fees paid in advance at the beginning of a month for any User that is removed during that month. By providing a form of payment to Buildout, Client agrees to: (i) fulfill its obligations to pay fees due by the date on which payment is due; (ii) provide payment information that is and will remain complete and accurate; and (iii) authorize Buildout charge the payment method for the fees due. Buildout may retain the payment information, including all submitted debit and credit card information, submitted by Client. Client shall be responsible for any credit card chargeback fees as well as any reasonable collection costs, including reasonable attorney’s fees, Buildout incurs in connection with payment under this Agreement.

6.3. Payment in Arrears. All fees charged in arrears in accordance with an Order will be invoiced and all invoices are due payable within five (5) days of the date of the invoice unless otherwise specified on the Order. Interest will accrue on overdue amounts at the rate of 1.5% per month, or the greatest amount permitted by law, whichever is less. All prices set forth in any Order are in US Dollars unless otherwise specified in the Order, and payments to Buildout under this Agreement are to be made in such currency.

6.4. Taxes. The fees specified in an Order are inclusive of any taxes, levies, duties or similar charges that Buildout is required by applicable law to collect under this Agreement (“Taxes”). Where Buildout has the legal obligation to collect such Taxes, Buildout will invoice Client and Client will pay such amount. Notwithstanding the provision or absence of any invoice, Client shall be responsible for and pay all Taxes, and will reimburse Buildout should Client fail to do so. If Client claims to be exempt from any Taxes, then Client shall deliver to Buildout appropriate evidence of such tax exemption status. For clarity, Buildout is solely responsible for taxes assessable against it based on its income, property and employees.

6.5. Billing Information. Client agrees to provide Buildout with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Buildout reserves the right to terminate your access to the Services in addition to any other legal remedies. Buildout is not responsible for failure of Client to meet their payment obligations because of outdated billing contact information.

6.6. No Refunds. All fees paid under this Agreement are nonrefundable.

7. Client Responsibilities.

7.1. Responsibilities. Client shall be solely responsible for: (i) the provision of its own reliable, high speed internet connectivity to and from the Services; (ii) its own equipment, including but not limited to administrator and end user workstations, mobile devices and compatible web browsers; (iii) configuration, use and operation of the Services to suit Client’s environment; (iv) all activities of Users conducted under their logins, and for their compliance with this Agreement; and (v) providing up to date contact information for Client’s primary contacts (collectively, “Client Responsibilities”). Client acknowledges and agrees that: (i) the Client Responsibilities may change from time to time in conjunction with changes to the Services; and (ii) a failure of Client to comply with this provision may mean that the Client is unable to access or use the Services, and Buildout shall have no liability in such situations.

7.2. Security. Client shall (i) notify Buildout immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Buildout immediately and use reasonable efforts to stop immediately any copying or distribution of Client Data that is known or suspected by you or your Users; and (iii) not impersonate another User or provide false identity information to gain access to or use the Services.

7.3. Client Data. Client agrees that itself, or its Users, are solely responsible for all Client Data, and it shall require Users not to post, transmit, or share Client Data on the Services that they do not have the right to post. Client represents and warrants (i) that it has the right to disclose and provide to Buildout any Client Data provided through use and access of the Services, and that no materials of any kind submitted as Client Data or otherwise posted, transmitted, or shared on or through the Services will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material; and (ii) that Client’s (and that of its Users’) use of and access to the Services complies with all applicable laws, rules and regulations.

8. Intellectual Property.

8.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Buildout, its Affiliates, and its Licensors reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein.

8.2. License to Buildout. Client hereby grants to Buildout a worldwide, fully-paid, royalty-free, sub-licensable, transferrable and perpetual license to (i) host, copy, distribute, display, use, and modify the Client Data by means of the Services, (ii) create backup and archival copies of the Client Data, (iii) improve, train, or re-train any artificial intelligence functionalities embedded in the Services, and (iii) for Buildout to otherwise perform its obligations under this Agreement.

8.3. Backups. Client is solely responsible for undertaking measures to prevent any loss or damage to Client Data and maintain independent archival and backup copies of all Client Data. Buildout shall have the right, but not the obligation, to create and maintain archival or backup copies of all Client Data. Client expressly agrees that it will not use, nor rely upon the Services, for backup storage of Client Data, and that except as expressly provided in this Agreement, Buildout will have no liability for any loss or damage to any Client Data.

8.4. Feedback. Client may provide at its discretion, or Buildout may request, input regarding the Services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of a portion of the Services or another Buildout site, service or product (collectively “Feedback”). Client acknowledges and agrees that any Feedback will be considered Confidential Information of Buildout and Client hereby assigns to Buildout all right, title and interest in and to such in Feedback. Buildout will be entitled to use Feedback for any purpose without restriction or remuneration of any kind.

9. Warranties and Disclaimer.

9.1. Mutual Warranties. Each party hereby represents and warrants to the other party that it is a business organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority to carry on its business and to own and operate its properties and assets; and that it has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform its obligations under this Agreement.

9.2. Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION, BUILDOUT AND ITS LICENSORS MAKE NO OTHER WARRANTIES, AND DISCLAIM ALL OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FURTHER, AS TO THE SERVICES AND ANY CONTENT, BUILDOUT AND ITS LICENSORS EXCLUDE ALL OTHER GUARANTEES, REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE CONCERNING RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS, OR THE RESULTS OBTAINED BY USING THE SERVICES AND CONTENT OR ANY PORTION THEREOF, MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. BUILDOUT DOES NOT MAKE ANY WARRANTIES THAT THE SERVICES OR THE OPERATION THEREOF WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA. THE SERVICES AND ALL CONTENT IS PROVIDED TO CLIENT STRICTLY ON AN “AS IS” BASIS.

10. Confidentiality.

10.1. Definition; Restrictions; Return. The parties acknowledge that one party (the “Receiving Party”) may receive confidential and/or proprietary information relating to the other party (the “Disclosing Party”) (collectively, “Confidential Information”). Buildout Confidential Information includes the Services. A Receiving Party will use Confidential Information only for the performance of this Agreement, using the same or greater degree of care in safeguarding Confidential Information as it uses for its own Confidential Information of like importance, but no less than reasonable care. A Receiving Party is permitted to disclose Confidential Information to its Users, subcontractors and agents which, in each case, have need to know to perform its obligations or exercise its rights under this Agreement, and provided that the Receiving Party is liable for such User’s, subcontractor’s and agent’s compliance with the terms of this section. Upon request, all copies and excerpts of Confidential Information will be promptly returned to Disclosing Party, or at the Receiving Party’s option, instead securely erased, excepting any archived copies, which will remain subject to these confidentiality provisions.

10.2. Exclusions. A Receiving Party’s obligation of confidentiality and restriction on use will not apply to Confidential Information if, and then only to the extent that it is: (i) known to Receiving Party before receipt from Disclosing Party; (ii) generally available to the public (or becomes so) without the fault or negligence of Receiving Party; (iii) rightfully received by Receiving Party from a third party without a duty of confidentiality; or (iv) independently developed by Receiving Party or its Users without any use of Disclosing Party’s Confidential Information.

10.3. Required Disclosures. Receiving Party is permitted to disclose Confidential Information as required by law provided, however, that the Receiving Party will: (i) where permitted by law, give Disclosing Party written notice promptly upon receipt of a disclosure requirement and before the disclosure is made, (ii) take reasonable actions and provide reasonable assistance to Disclosing Party, to secure confidential treatment of the Confidential Information at the cost of Disclosing Party, and (iii) disclose only such Confidential Information as is required by law.

11. Indemnification.

11.1. Buildout Indemnification. Except as otherwise provided in this section, Buildout will defend Client against any claim, action or proceeding brought against Client by a third party alleging that the Services, used in accordance with this Agreement, infringes a patent, copyright or trade secret right of a Third Party (a “Claim”), and indemnify Client against, and hold Client harmless from, costs and damages finally awarded by a court of competent jurisdiction against Client that are directly attributable to such Claim, provided that: (i) Client delivers to Buildout written notice of the Claim and any actions taken in connection therewith promptly after Client first receives notice thereof (and in any event before any of Buildout’s rights or ability to defend or settle the Claim are prejudiced), (ii) Client grants to Buildout the sole authority to assume the defense thereof, and the sole right to settle the Claim, through counsel chosen solely by Buildout, (iii) Client reasonably cooperates with Buildout in connection with the Claim, its defense and/or settlement, (iv) Client does not, at any time during the term of this Agreement, challenge the validity of any patent, copyright, trade secret or intellectual property belonging to or controlled by Buildout, or in which Buildout has any rights, and Client does not give any assistance to a third party who challenges such validity, and (v) Client does not make any admission prejudicial to the interest of Buildout with respect to the Claim. If any Third Party obtains an injunction against Client’s use of the Services as a result of any Claim, or if Buildout determines that Client’s use of the Services may be subject to a Claim, then Buildout will either: (i) procure for Client the right to continue to use the Services, or (ii) replace or modify the Services, without material and adverse decrease in functionality, so that Client’s use is not subject to a Claim. If Buildout determines that it cannot accomplish either of the foregoing in a commercially reasonable manner, then, upon the request of Buildout: (x) Client will immediately cease all use of the Services, and (y) all prepayments made by Client to Buildout for such access to the Services that would otherwise have been provided after the termination date will be refunded to Client. The foregoing indemnification obligation shall not apply to any Claim arising from or related to: the use of any third-party data obtained from the Services; the use of any materials provided in accordance with Client’s specifications, designs, or instructions; the use of the Services in a manner not permitted by this Agreement; any modification of the Services made by any person other than Buildout; or use of the Services by anyone other than Client.”

11.2. Client Indemnification. Client will indemnify and defend Buildout (including Buildout's Affiliates, officers, agents and employees, collectively the “Buildout Indemnified Parties”) from and against any and all settlements, judgments, awards, fines, penalties, interest, liabilities, losses, costs, damages, and expenses (including reasonable attorney’s fees and disbursements and court costs) sustained or incurred by any of the Buildout Indemnified Parties, based upon, relating to or arising from (a) any claims, actions, suits, proceedings, or investigations, regardless of whether suit is failed, alleging that any Client Data or any use of Client Data misappropriates, infringes or otherwise violates any Intellectual Property Right, right under contract, or other right of any third party, (b) any breach by Client of any provision of this Agreement, including but not limited to any warranty or representation set forth in this Agreement, and (c) any actual or alleged violation of applicable law by Client.

11.3. Exclusions. Buildout will have no obligations or liability attributable to any Claim arising from or related to: (i) the use of the Services or Content in a manner not permitted by this Agreement, (ii) the modification of any portion of the Services or Content by any person other than Buildout; or (iv) the combination of the Services or Content or any part thereof with software, hardware, data or processes not provided by Buildout. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE PROVISIONS OF THIS SECTION CONSTITUTE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND BUILDOUT’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF ANY PATENT, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY PERSON.

12. Limitation of Liability.

THE MAXIMUM LIABILITY OF BUILDOUT, ITS AFFILIATES, AGENTS, DIRECTORS AND OFFICERS TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID TO BUILDOUT BY CLIENT IN THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL BUILDOUT, ITS AFFILIATES, AGENTS, DIRECTORS AND OFFICERS BE LIABLE FOR ANY LOST DATA OR CLIENT DATA, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO BUILDOUT AND THE SERVICES PROVIDED UNDER THIS AGREEMENT, OR FROM ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, EVEN IF CLIENT, THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CLIENT ACKNOWLEDGES THAT WITHOUT THESE DISCLAIMERS AND LIMITATIONS SET FORTH HEREIN, THE COST OF ACCESS TO THE SERVICES WOULD BE GREATER.

13. General.

13.1. Governing Law. This Agreement will be governed in all respects by the laws of the State of Illinois as they apply to agreements entered into and to be performed entirely within Illinois between Illinois residents, without regard to conflict of law provisions. Both parties agree that any claim or dispute between them must be resolved exclusively by a state or federal court located in Cook County, Illinois. Both parties agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes, and hereby waive all claims of forum non conveniens.

13.2. Compliance With Laws and Export Control. Each party will comply with all federal, state and local laws and regulations applicable to it (“Laws”). Users are responsible for all activity occurring under their accounts and shall abide by Laws in connection with their use of the Services and Content, including those related to data privacy, international communications and the transmission of technical or personal data. If, after the Effective Date of this Agreement any Law becomes effective which substantially and materially alters the ability or cost of either party to perform its obligations under this Agreement in whole or part, the parties will renegotiate the provisions of this Agreement to the extent necessary to reflect the effect of such Law. If renegotiations do not result in terms agreeable to both parties, the party that would bear the altered cost due to the change in the Law will have the right to terminate this Agreement without penalty upon thirty (30) days written notice to the other party. The Services uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. Client acknowledges and agrees that the Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. The Services may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Buildout and its licensors make no representation that the Services is appropriate or available for use in other locations. If Client uses the Services from outside the United States of America, Switzerland and/or the European Union, it is solely responsible for compliance with all Laws, including without limitation export and import regulations of other countries. Any diversion of the Client Data contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Services, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

13.3. No Third Party Beneficiaries. Except as specifically identified in this Agreement, nothing in this Agreement is intended to confer upon any person other than the parties and their respective successors or permitted assigns, any rights, remedies, obligations or liabilities whatsoever.

13.4. Relation of the Parties. The parties agree that each is acting as an independent contractor and under no circumstances will any of the employees of one party be deemed the employees of the other for any purpose. Except as otherwise expressly agreed by the parties, this Agreement will not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Nothing in this Agreement will be deemed to constitute a joint venture or partnership between the parties.

13.5. Assignment. Client may not assign its rights or delegate its obligations under this Agreement without Buildout’s prior written consent. Buildout may assign its rights under this Agreement. Any purported assignment in violation of this section will be void.

13.6. No Waiver. The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other provision of this Agreement. All waivers must be in writing and signed by the party waiving its rights.

13.7. Notices. All notices or other communications that are required or permitted under this Agreement must be in writing and will be sufficient if delivered personally or sent by nationally-recognized overnight courier or by certified mail, postage prepaid, return receipt requested, to the addresses set forth in the most recent Order, or to any other address provided in accordance with this section.

13.8. Severability. If any court of competent jurisdiction finds any portion of any provision of this Agreement to be unenforceable or contrary to applicable law, the parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.

13.9. Order of Precedence. If there is a conflict or ambiguity between any term of this Agreement and any Order or Service-Specific Additional Terms, the following order of precedence shall apply: (1) this Agreement; (2) an Order; (3) Service-Specific Additional Terms.

13.10. Entire Agreement. This Agreement, along with all Orders and Service-Specific Additional Terms, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other prior or contemporaneous agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.

13.11. Dispute Resolution.
(i) Court Proceedings. Both parties agree that any claim or dispute between them must be resolved exclusively by a state or federal court located in Cook County, Illinois. Both parties agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes, and hereby waive all claims of forum non conveniens.

13.12. No Waiver. The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other provision of this Agreement. All waivers must be in writing, and signed by the party waiving its rights.

13.13. Notices. All notices or other communications that are required or permitted under this Agreement must be in writing and will be sufficient if delivered personally, or sent by nationally-recognized overnight courier or by certified mail, postage prepaid, return receipt requested, to the addresses set forth in the most recent Order, or to any other address provided in accordance with this section.

13.14. (j) Captions and Headings. The captions and headings of clauses contained in this Agreement preceding the text of articles, sections, subsections and paragraphs are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement, or have any effect on its interpretation or construction.

‍13.15. Order of Precedence. If there is a conflict or ambiguity between any term of this Agreement and any Attachment, the terms of this Agreement will prevail, unless and to the extent that any Attachment expressly provides that any portion of that Attachment will prevail.

13.16. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.

SERVICE-SPECIFIC ADDITIONAL TERMS

RETHINK

Clients who purchase the Rethink software application must also review and agree to the following pass-through terms of use with Salesforce.com, Inc.: the “SFDC Terms of Use” or “Reseller Pass-Through Terms of Use” set forth at https://www.salesforce.com/company/legal/agreements.jsp (or such successor URL as may be published by SFDC from time to time).

PROSPECT BY BUILDOUT and PROSPECTNOW

Clients who purchase the ProspectNow and/or Prospect by Buildout software applications must also review and agree to the following additional terms:

1. Restrictions on Use of Information:

(a) Information obtained from the use of the ProspectNow and/or ProspectNow applications (“Information”) is licensed to Client solely for the use of Client. Client may use the Information throughout the continuous Initial Term provided Client is in compliance with this Agreement. Client shall not provide Information to any person the Client has reason to believe will use the Information to engage in illegal, unfair or deceptive practices or other activities that will violate the rights of any person or entity. Client may not remove any "seeded" names from the Information.

(b) Without prior written approval from Buildout, Client may not provide access to more than ten percent (10%) of the total number of records to any single end user in each case in one or more transactions during any text file, flat file or equivalent.

(c) Client may allow any end user to, use the Information for its internal purposes such as marketing its own services.

(d) Client may not, and shall not allow any end user or downstream user to, alter the content of the Information, except as required by applicable data privacy laws in response to a verified consumer request or to support their internal marketing operations.

(e) Client may not, and shall not allow any end user or downstream user to, use or permit the use of Information to "benchmark" the Information against files offered by other suppliers or to generate any statistical or other derived output or commercial products based on the Information other than "counts" or "rate cards" provided to prospective customers.

(f) Client may not voluntarily produce Information in legal proceedings.

(g) Client may not allow end users or any downstream users to use Information for resale or distribution.

(h) Client shall obtain prior written approval from Buildout in the event it or any end user or downstream user wants to distribute value-added products (VAPS) which contain the Information.

(i) Client shall not use or allow the Information to be used to facilitate, assist or provide assistance or advice to a business entity to enable such business entity to establish, manage, monitor and/or enhance its credit profiles and credit scores.

(j) Client shall not leverage or provide the Information to create or support an application or solution that Client markets, sells or Agreement, owned by Salesforce.com, Inc., whether existing as of the Effective Date or developed or acquired thereafter, that are marketed, licensed and/or sold by salesforce.com CRM, Jigsaw, Data.com, and Database.com), However End Users may use the Information in their own SFDC or other CRM or marketing software for their own internal use subject to the terms of this agreement.

(k) Client shall not, and shall not allow any end user or downstream user to, incorporate the Information into a service sold or licensed to public or academic libraries.

2. Restricted Access. Buildout shall have the right to specify certain individuals and companies that shall not be able to view Information or otherwise access the Information. Licensee will use its best efforts to promptly prevent access by the individuals and companies on the list below and will, upon Buildout’s request, confirm to Buildout in writing within thirty (30) days of receipt of the list that the Client has prevented access to the Information by the restricted individuals and companies. Client may notify such individuals or companies of the restrictions on access imposed by Buildout and may refer to Buildout any questions concerning such restrictions. 

The following include any entity directly or indirectly controlling, controlled by, or under common control with, the named entity.

APTO 

Clients who purchase the Apto software applications must also review and agree to the following additional terms:

SFDC Service Terms of Use: 

"AppExchange" means the online directory of on-demand applications that work with the Service, located at http://www.appexchange.com or at any successor websites. 

“Reseller” means Buildout. 

“Reseller Application” means Investment Real Estate Broker. 

"Platform" means the online, Web-based platform service provided by SFDC to Reseller in connection with Reseller’s provision of the Reseller Application to You. 

“SFDC Service” means the online, Web-based application and platform service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications. 

“SFDC” means salesforce.com. 

"Users" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service subject to the terms of these SFDC Service Terms of Use as a result of a subscription to the Reseller Application having been purchased for such User, and have been supplied user identifications and passwords by You (or by Salesforce.com or Reseller at Your request). 

“You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the Reseller Application subject to the conditions of these SFDC Service Terms of Use, together with any other terms required by Reseller. 

"Your Data" means all electronic data or information submitted by You as and to the extent it resides in the Service.

1. Use of Service.

(a) Each User subscription to the Reseller Application shall entitle one User to use the Service via the Reseller Application, subject to the terms of these SFDC Service Terms of Use, together with any other terms required by Reseller. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Service). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service. If You wish to use the SFDC Service or any of its functionalities or services, or to create or use additional custom objects beyond those which appear in the Reseller Application in the form that it has been provided to You by Your Reseller, visit www.salesforce.com to contract directly with SFDC for such services. In the event Your access to the Reseller Application provides You with access to the SFDC Service generally or access to any SFDC Service functionality within it that is in excess to the functionality described in the Reseller Application’s user guide, and You have not separately subscribed under a written contract with SFDC for such access, then You agree to not access and use such functionality, and You agree that Your use of such functionality, or Your creation or use of additional custom objects in the Reseller Application beyond that which appears in the Reseller Application in the form that it has been provided to You by your Reseller, would be a material breach of this Agreement. 

(b) Notwithstanding any access You may have to the Platform or the SFDC Service via the Reseller Application, Reseller is the sole provider of the Reseller Application and You are entering into a contractual relationship solely with Reseller. In the event that Reseller ceases operations or otherwise ceases or fails to provide the Reseller Application, SFDC has no obligation to provide the Reseller Application or to refund You any fees paid by You to Reseller. 

(c) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and the SFDC Service, and shall notify Reseller or Salesforce.com promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Platform and the SFDC Service. 

(d) You shall use the Platform and the SFDC Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or the SFDC Service available to any third party, other than to Users or as otherwise contemplated by these SFDC Service Terms of Use; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Platform or the SFDC Service or its related systems or networks. 

(e) You shall not (i) modify, copy or create derivative works based on the Platform or the SFDC Service; (ii) frame or mirror any content forming part of the Platform or the SFDC Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Platform or the SFDC Service; or (iv) access the Platform or the SFDC Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform or the SFDC Service.

2. Third-Party Providers. Reseller and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of AppExchange applications, offer products and services related to the Platform, the SFDC Service, and/or the Reseller Application, including implementation, customization and other consulting services related to customers’ use of the Platform and/or the SFDC Service, and applications (both offline and online) that interoperate with the Platform, SFDC Service, and/or the Reseller Application, such as by exchanging data with the Platform, the SFDC Service, and/or the Reseller Application, or by offering additional functionality within the user interface of the Platform, the SFDC Service, and/or the Reseller Application through use of the Platform and/or SFDC Service's application programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to the Reseller Application or any other product or service of Reseller, whether or not such products or services are designated by SFDC as "certified," "validated" or otherwise. Any exchange of data or other interaction between You and a third-party provider, including but not limited to the Reseller Application, and any purchase by You of any product or service offered by such third-party provider, including but not limited to the Reseller Application, is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the Platform or SFDC Service) may be offered by SFDC or Reseller to You, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of these SFDC Service Terms of Use. 

3. Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Platform and the SFDC Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in these SFDC Service Terms of Use. The Platform and the SFDC Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in these SFDC Service Terms of Use. 

4. Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure. 

5. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Platform and/or the SFDC Service. 

6. Termination. Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of these SFDC Service Terms of Use by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Platform as part of the Reseller Application to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to the subscriptions it is providing to You in connection with these SFDC Service Terms of Use. 

7. Subscriptions Non-Cancelable. Subscriptions for the Platform and the SFDC Service are non-cancelable during a subscription term, unless otherwise specified in Your agreement with Reseller. 

8. Data Storage. The Platform and SFDC Service includes a certain cumulative amount of storage per User subscription for no additional charge. Contact Your Reseller for additional information. Additional storage may be available for purchase from the Reseller. 

9. No Warranty. SALESFORCE.COM MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SALESFORCE.COM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE RESELLER APPLICATION. SALESFORCE.COM DOES NOT REPRESENT OR WARRANT THAT (A) THE RESELLER APPLICATION WILL BE AVAILABLE, SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH THE SALESFORCE.COM SERVICE OR ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SYSTEM OR DATA, (B) THE RESELLER APPLICATION, THE PLATFORM OR THE SFDC SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY DATA STORED USING THE RESELLER APPLICATION WILL BE ACCURATE, RELIABLE, OR SECURE, (D) ERRORS OR DEFECTS IN THE RESELLER APPLICATION, THE PLATFORM, OR THE SFDC SERVICE WILL BE CORRECTED, OR (E) THE RESELLER APPLICATION OR THE SYSTEMS USED BY RESELLER TO MAKE RESELLER APPLICATION AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PLATFORM AND THE SFDC SERVICE IS PROVIDED STRICTLY ON AN "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SALESFORCE.COM DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO RESELLER APPLICATION AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 

10. No Liability. IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

11. Further Contact. SFDC may contact You regarding new SFDC service features and offerings. 

12. Google Programs and Services. Platform or SFDC Service features that interoperate with Google programs and services depend on the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the Platform and the SFDC Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms to SFDC, SFDC may cease providing such features without entitling You or Reseller to any refund, credit, or other compensation.

13. Third Party Beneficiary. SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to these SFDC Service Terms of Use.

Exhibit B 

Service Level Agreement 

This Service Level Agreement covers the application through which APTO, INC. (“WE”, “US”, “APTO”) provides our Subscription Services (the “Services”). 

You agree and understand that our server uptime is as supported by our Third-Party backbone and hosting services provider, SalesForce. 

Provided you are current with all payments, during your subscription term (the “License Term”), the Services will be available to you (“Customer”) a Monthly Uptime Percentage of at least 99.5% (the “Service Level Commitment” or “SLA”). 

Standard Features of our support services: 
Support via email: support@apto.com. 
48 hour email feedback for all issues. 

Notification of Scheduled Downtime in advance. Scheduled Downtime for regular maintenance occurs twice a month and notifications are usually by email with 24 hours in advance. 

“Monthly Uptime Percentage” means the total number of minutes in a month (“Total Minutes”), minus the number of minutes of Unscheduled Downtime in a month, divided by the Total Minutes of that month. For purposes of this SLA, the Total Minutes in a month is the result of all the minutes of a specific month minus the amount of minutes of regular Scheduled Downtime applied during that month (i.e. for the month of January the total amount of minutes is 44,640. If there were 4 hours of Scheduled Downtime, Total Minutes for January are 44,400.). 

“Unscheduled Downtime Period” means a period of more than seven consecutive minutes where the application services are unavailable outside of regular Scheduled Downtime. Intermittent Downtime for a period of less than seven minutes will not be counted towards any Downtime Period. 

Apto in its sole discretion, may modify this SLA at any time. 

Service Credits: If Apto does not meet SLA, the following percentage will be credited to future monthly bills of Customer for Covered Services: 5% of the monthly subscription service value. 

In order to receive Service Credits, Customer must notify Apto technical support at support@aptotude.com within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit. 

Maximum Service Credit. Notwithstanding the foregoing, the aggregate maximum number of Service Credits to be issued by Apto to Customer for any and all Downtime Periods that occur in a single billing month will not exceed 50% of the amount due by Customer for the use of the Service for the applicable month. Service Credits will be made in the form of a monetary credit applied to future use of the Covered Service and will be applied within sixty (60) days after the Service Credit was requested. Service Credits cannot be redeemed for cash. In the event of termination of the Agreement, unused or unapplied Service Credits are forfeited. 

SLA Exclusions. The SLA does not apply to any: (a) features designated experimental, beta, in trial, limited preview, or preview (unless otherwise set forth in the associated documentation), (b) features excluded from the SLA (in the associated documentation), or (c) errors or problems: (i) caused by factors outside of Apto’s reasonable control; (ii) that resulted from Customer’s software or hardware or third party software or hardware, or both; (iii) that resulted from abuses or other behaviors that violate the Agreement; (iv) arising from suspension or termination of the Subscription Services; or (v) arising from downtimes or issues from our Third Party backbone and hosting services provider.