SaaS Terms of Service Updated

 Our Terms of Service was last updated on January 30, 2023.

Please read this Agreement carefully and immediately cease using the Services if you do not agree to it.

Definitions

In this SaaS Terms of Service, unless the context otherwise requires:

Authorized User means the user(s) permitted to use the SaaS Services and the content, including data generated by, or the output of, the SaaS Services.

Claim means any actual, contingent, present, or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance, or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.

Confidential Information includes information or documentation which relates to the business, assets, or affairs of a Party or any of its affiliates.

Customer Environment means the computing environment of the Customer including all hardware, software, information technology and telecommunications services and Systems.

Data means all of the information, documents and other data provided by the Customer or their Personnel to the SaaS Provider, any content uploaded by the Customer or Personnel to the SaaS Provider’s System, or otherwise accessed by the SaaS Provider in providing the Services.

Fee means the fee set out on the Site for the Customer account. 

Force Majeure means any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, nuclear contamination, terrorism, war, or civil riot that occurs to the extent that it results in a Party being unable to perform an obligation under this Agreement on time.

Initial Term means the initial term set out in the Customer account.

Intellectual Property Rights means all present and future rights to:

1. 1. copyright;
   2. registered or unregistered designs, patents, trademarks;
   3. trade, business, company, or domain names;
   4. know-how, inventions, processes, trade secrets;
   5. circuit layouts, databases, or source codes; and
   6. any similar rights in any part of the world,

Liability means any expense, charge, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future, or contingent. 

Party means a party to this Agreement from time to time, and Parties means all of them.

Personnel means in relation to a Party, any employee, contractor, officer, and agent of that Party.

Products means hardware or software.

SaaS Services means the Builder-Academy Software as a Service described on the Site.

Services means the SaaS Services and Support Services, to be provided or licensed by the SaaS Provider to the Customer on the terms and conditions set out in this Agreement.

Software means the software used to provide the Services and includes any instructions in hard copy or electronic form and any update, modification, or release of any part of that software after this Agreement is entered into by the Parties.

Support Services are set out on the Site.

System means a combination of Products or a combination of Products and services which are integrated and operate together, including a network.

Variation means a change to the SaaS License after the date of this Agreement.

 Acceptance

1. These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between Builder-Academy (referred to as “SaaS Provider”, “we” or “us”) and the user (referred to as “Customer” or “you”), collectively referred to as the Parties or each a Party. 
2. The SaaS Provider owns, or holds the relevant rights to, the Builder-Academy Software and will license the use of the Software as a service to the Customer.
3. The Customer wishes to license the SaaS Services available from the SaaS Provider.
4. This Agreement sets out the terms upon which the SaaS Provider has agreed to grant a license to the Customer to use the SaaS Services. This Agreement is binding on any use of the Services and applies to the Customer from the time that the SaaS Provider provides the Customer with an account (Customer’s account) to access and use the Services (Effective Date).
5. By accessing and/or using the Services you:
   1. warrant to us that you have reviewed this Agreement and you understand it; 
   2. warrant to us that you have the legal capacity to enter into a legally binding agreement with us; and
   3. agree to use the Services in accordance with this Agreement.
6. You must not create a customer account unless you are at least 18 years of age.
7. By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services. 

Services

1. On or from the Effective Date and during the Term, the SaaS Provider agrees to provide the Services in accordance with the terms of this Agreement.
2. The Customer agrees the SaaS Provider owns or holds the applicable licenses to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services and any documentation provided with the Services by the SaaS Provider to the Customer including any Customer configuration documentation.
3. The SaaS Provider reserves the right to change or remove features of the SaaS Services from time to time and the Customer agrees that any material alteration is at the SaaS Provider’s sole discretion. 
4. The Parties agree that the SaaS Provider:
   1. will supply the Services on a non-exclusive basis;
   2. does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
   3. is not liable for any failure in, fault with or degradation of the Services if that failure, fault, or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
5. The SaaS Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable, or illegal.

SaaS Service License

1. In consideration for payment of the Fees, the SaaS Provider grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, license to access and use the SaaS Services in accordance with the Service Provider’s intended purpose for the SaaS Services (SaaS License).
2. The Customer agrees that the SaaS License:
   1. commences from the Effective Date or the day the Customer is granted access to the SaaS Services by the SaaS Provider, whichever occurs first; and
   2. permits the Customer to use the SaaS Services in accordance with the SaaS Services’ normal operating procedures.

License Restrictions

1. The Customer must not access or use the SaaS Services except as permitted by the SaaS License and may not do or authorize the commission of any act that would or might invalidate or be inconsistent with the SaaS Provider’s Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:
   1. resell, assign, transfer, distribute or provide others with access to the SaaS Services;
   2. “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;
   3. copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services or Software; or
   4. alter, remove, or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.
2. The Customer must not use the SaaS Services in any way which is in breach of any statute, regulation, law, or legal right of any person within the United States or the jurisdiction in which the Customer or its Personnel are located. 

Data

1. The Customer grants to the SaaS Provider a limited license to copy, transmit, store and back-up or otherwise access, use or refer to any Intellectual Property Rights in the Data:
   1. to supply the Services including to enable the Customer, its Personnel, and any Authorized Users to access and use the Services;
   2. for diagnostic purposes;
   3. to test, enhance and otherwise modify the Services whether requested by the Customer or not;
   4. to develop other Services; and
   5. as reasonably required for the performance of the SaaS Provider’s obligations under this Agreement.
2. The Customer represents and warrants that:
   1. any and all Data supplied by the Customer or otherwise accessed by the SaaS Provider through the provision of the Services is the sole and exclusive property of the Customer or the Customer has secured any and all authorizations and rights to use the Data as applicable;
   2. its Data does not breach any relevant laws, regulations, or codes;
   3. its Data does not infringe the Intellectual Property Rights of any third party;
   4. it will comply with all applicable laws and regulations in the jurisdiction where the Customer accesses and publishes content using the SaaS Services; and
   5. to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.
3. The Customer acknowledges and agrees that:
   1. any collation, conversion and analysis of Data performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays, and losses including but not limited to any loss of Data. The SaaS Provider is not liable for any such errors, omissions, delays, or losses. The Customer acknowledges and agrees it is responsible for adopting reasonable measures to limit the impact of such loss or error;
   2. The SaaS Provider may relocate the Data to another jurisdiction;
   3. The SaaS Provider is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Customer, its Personnel, or any Authorized Users; and
   4. The SaaS Provider is not responsible for the integrity or existence of any Data on the Customer’s Environment, network or any device controlled by the Customer or its Personnel.
4. The Customer agrees to indemnify and hold the SaaS Provider harmless for the corruption or loss of any Data controlled or stored by the Customer.

SaaS Provider Additional Responsibilities and Obligations

1. The SaaS Provider must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorized access, use, copying or disclosure.

Customer Responsibilities and Obligations 

1. The Customer is responsible for its use of the Services and must ensure that no person uses the Services:
   1. to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;
   2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, or unwanted; or
   3. in any way that damages, interferes with, or interrupts the supply of the Services.
2. The Customer acknowledges and agrees that:
   1. it is responsible for all users using the Services including its Personnel and any Authorized Users;
   2. its use of the Services will be at its own risk;
   3. it is responsible for maintaining the security of its account and password. The SaaS Provider cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation;
   4. the SaaS Provider may alter or update the Customer’s account logins and passwords and the logins and passwords of any Authorized Users at any time throughout the Term;
   5. the Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer’s account;
   6. if they operate a shared Customer account, make (or allow any third party to make) material available by means of the Services (including shareable links and SCORM objects), the Customer is entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code;
   7. the technical processing and transmission of the Service, including the Customer’s content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices; and
   8. the SaaS Provider may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.

Prohibited Use

1. The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on the SaaS Provider’s website or as provided to the Customer from time to time. 
2. The Customer acknowledges and agrees that it must not, and will ensure each Authorized User does not:
   1. use the SaaS Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction;
   2. use the SaaS Services in relation to crimes such as theft and fraud;
   3. use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
   4. make any unauthorized copy of any copyrighted material owned or licensed by the SaaS Provider;
   5. introduce malicious programs into the SaaS Provider System (e.g., viruses, worms, trojan horses, e-mail bombs);
   6. reveal the Customer’s account password to others or allow use of the Customer’s account the to those who are not the Customer’s Personnel or Authorized Users;
   7. use the SaaS Services to make fraudulent offers of goods or services;
   8. use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorized to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
   9. use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons’ use of the SaaS Services;
   10. send any unsolicited email messages through or to users of the SaaS or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; use the SaaS Services in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited; and
   11. use the SaaS Services to circumvent user authentication or security of any of the Customer’s hosts, networks, or accounts or those of the Customer’s customers or suppliers.

Payment

1. The Customer must pay the SaaS Provider the Fee using the Payment Method in accordance with the Payment Terms. All Fees are in USD$ and are payable in advance.

Confidentiality 

1. Each Party must, and must ensure that its Personnel, keep confidential and not use or permit any unauthorized use of all Confidential Information.
2. This clause does not apply where:
   1. the information is in, or comes into, the public domain;
   2. the relevant Party has the prior written consent of the Party that disclosed the Confidential Information;
   3. the disclosure is required by law;
   4. the disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this clause; and
   5. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause.
3. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause.  A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause.
4. This Confidentiality clause will survive the termination or expiry of this Agreement.

Intellectual Property Rights

1. A Party’s ownership of, or any right, title, or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred, or assigned by virtue of this Agreement.
2. The Customer grants to the SaaS Provider a non-exclusive, royalty free, non-transferable, and revocable license to use any of the Customer’s Intellectual Property Rights including any Pre-Existing Material as reasonably required for the SaaS Provider to provide the Services to the Customer.
3. We do not screen content uploaded onto the SaaS Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.
4. We have the discretion (but not obligation) to terminate a customer’s access to and use of the Services if, we determine that Customer or its Authorized Users are repeat infringers of the Intellectual Property Rights of us or third parties.
5. This Intellectual Property Rights clause will survive the termination or expiry of this Agreement.

Privacy

1. Each Party and its Personnel agrees to comply with its obligations under applicable legislation or privacy guidelines as amended from time to time in relation to personal information collected, used, or disclosed by that Party or its Personnel in connection with the Services and this Agreement.
2. The SaaS Provider will take all reasonable steps to notify the Customer in writing if it becomes aware of any actual, threatened, or suspected breach of Data where such breach involves personal information.
3. The Customer warrants that it has obtained each of its Personnel’s informed consent for the Service Provider and their respective Personnel to use, store, manipulate or otherwise deal with the personal information contained in the Data.
4. The Customer must ensure that any collection, processing, use, disclosure and transfer by the Customer and its Personnel of personal information in connection with the performance of its obligations under this Agreement complies with all applicable privacy law and the privacy policy of the Customer.
5. The Customer must take all necessary steps to ensure that the personal information held or accessed by it in connection with this Agreement is protected against misuse, interference, and loss, and from unauthorized access, modification, and disclosure (Data Breach). The Customer will promptly give written notice to the Service Provider of any actual or suspected Data Breach and will provide information, assistance and other cooperation as requested by the Service Provider in respect of the Data Breach.
6. The Customer must co-operate with any reasonable requests or directions of the Service Provider relating to the security, use, disclosure, and transfer of personal information, the Service Provider’s legal obligations relating to the personal information, complaints relating to the personal information and the rights of individuals to access and correct the personal information or opt out of receiving any communications from or on behalf of the Customer.  
7. The Service Provider will retain Customer’s information for as long as Customer account is active or as needed to provide Customer services. Service Provider will retain and use information as necessary to comply with legal obligations, resolve disputes, and enforce agreements.
8. This Privacy clause will survive the termination or expiry of this Agreement.

Representations and Warranties

1. General
   Each Party represents and warrants to each other Party:
   1. it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;
   2. this Agreement constitutes legal, valid, and binding obligations, enforceable in accordance with its terms; and
   3. the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule, or regulation applicable to it or any document binding on it.
2. SaaS Provider
   1. The SaaS Provider warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the SaaS Services.
   2. The SaaS Provider does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer, or the Services will meet the requirements of the Customer.

Indemnity and Liability

1. The SaaS Provider is liable for the acts and omissions of all its Personnel as if they were done by the SaaS Provider.
2. Despite anything to the contrary, to the maximum extent permitted by the law, and whether under statute, contract, equity, tort (including negligence), indemnity or otherwise:
   1. the SaaS Provider’s maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed, in any Contract Period, the total amount of Fees paid to SaaS Provider in the prior Contract Period; and
   2. the SaaS Provider will not be liable to the Customer for: (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data ); (ii) lack of access to or use of or inability to access or use the Service; (iii) any conduct or content of any third party on the Services; (iv) any content obtained from the Services; nor (v) unauthorized access, use or alteration of Customer transmissions or content.
3. This clause will not apply to the SaaS Provider’s Liability to the Customer under this Agreement for any liability which cannot be excluded or limited by applicable law, including:
   1. fraud or criminal conduct; or
   2. death or personal injury.
4. Despite anything to the contrary, to the maximum extent permitted by the law, the SaaS Provider will have no Liability, and the Customer releases and discharges the SaaS Provider from all Liability, arising from or in connection with any:
   1. failure or delay in providing the Services;
   2. breach of this Agreement; or
   3. misuse of the Services,
5. Where caused or contributed to by any:
   1. Force Majeure Event;
   2. a fault or defect in any item of the Customer Environment; or
   3. act or omission of the Customer or its Personnel.
6. The SaaS Provider uses third-party Service Providers to host the Services. The SaaS Provider will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability, or outage of the Customer’s Systems, caused by any such third-party service provider.
7. The Customer agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.
8. The Customer agrees to indemnify, and hold harmless, the Service Provider against all Liabilities and Claims arising out of or in connection with:
   1. any and all unauthorized use of the SaaS Service;
   2. Authorized Users access or use of the Services;
   3. injury to or death of any person caused by any act or omission by or on behalf of the Customer or its Personnel; and
   4. damage to any real or tangible property caused by any act or omission by or on behalf of the Customer or its personnel.
9. This Indemnity and Liability clause will survive the termination or expiry of this Agreement.

Term

1. Commencement
   1. The Term of this Agreement takes effect on and from the Effective Date and continues indefinitely unless this Agreement is terminated in accordance with the terms of this Agreement.

Termination

1. Customer may terminate this Agreement with such termination taking effect with at the expiry of the then current billing cycle.
2. The SaaS Provider may terminate this Agreement immediately where the Customer:
   1. does not renew its license by making the necessary periodic payment;
   2. commits a breach of this Agreement not capable of remedy; or
   3. breaches clauses relating to License Restrictions or Prohibited Use.
3. Where Customer has terminated due to a major failure of the Services as such term is defined under the United States Consumer Law, the Service Provider will refund the Customer that portion of the Service Fee directly relating to the period of the major failure.
4. The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement.
5. This Termination clause will survive the termination or expiry of this Agreement.

Dispute Resolution

1. Negotiation
   1. In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (Dispute Notice).
   2. Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if applicable by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith.  All aspects of every such conference, except for the occurrence of the conference, will be privileged.
2. Mediation
   1. If the relevant Parties are unable to resolve the Dispute with 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to mediation , with such mediation to be conducted:
      1. in good faith;
      2. in the United States; and
      3. in accordance with the applicable Mediation Guidelines.
   2. The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.
   3. If the Dispute has not been settled within 20 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to litigation.
3. This Dispute Resolution clause will survive the termination or expiry of this Agreement.

Subcontracting

1. The Parties agree the SaaS Provider may engage subcontractors to perform the Services on its behalf.

General

1. Notices
   1. A notice or other communication given under this Agreement must be:
      1. in writing, in English and signed by the sender; and
      2. addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.
   2. The Customer’s notice details are set out in the Customer’s account. The SaaS Provider’s notice details are set out on the Site. A Party may change its notice details by written notice to the other Parties, which, for the Customer, is by updating their Account, and for SaaS Provider, is by updating the Site. 
   3. A notice or communication is taken as having been given:
      1. when left at a Party’s current address for notices;
      2. if mailed, on the third Business Day after posting (if delivered to an address within the same country) or on the tenth Business Day after posting (if delivered to an address within another country); or  
      3. if sent by email, if sent before 5:00 p.m. on a Business Day in the place of receipt then on the Business Day when it is sent, otherwise on the following Business Day.
   4. This Notices sub-clause will survive the termination or expiry of this Agreement.
2. Force Majeure
   If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction, or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.
3. Waiver
   Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.  A waiver must be in writing.
4. Powers, rights, and remedies
   Except as provided in this Agreement or permitted by law, the powers, rights, and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.
5. Consents or approvals
   Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion.  A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions. 
6. Costs and expenses
   Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation, and execution of this Agreement and any document relating to it.
7. Relationship of Parties
   1. This Agreement is not intended to create a partnership, joint venture, or agency relationship between the Parties.
   2. Nothing in this Agreement gives a Party authority to bind any other Party in any way.
8. Links to Third Parties
   The Services may contain links to third-party web sites or services that are not owned or controlled by the SaaS Provider.
   The SaaS Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. The Customer further acknowledges and agree that the SaaS Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such web sites or services.
9. Independent legal advice
   Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.  
10. Severance
    1. If a provision of this Agreement is held to be void, invalid, illegal, or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.
    2. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
11. Entire agreement
    The Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments, and agreements, in respect of its subject matter.  
12. Cumulative Rights
    1. The rights arising out of this Agreement do not exclude any other rights of either Party.
    2. Each indemnity in this Agreement is a continuing obligation that is separate and independent from the other obligations of the Parties under this Agreement.
    3. A Party is not obliged to take any action, or incur any expense, before enforcing any indemnity under this Agreement.
13. Governing law and jurisdiction
    This Agreement is governed by the laws of United States.   Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in United States and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

 Contact

For any questions, please contact us at:

Builder-Resources 

720 Pampas Court, Canon City, CO  81212

Email: Contact Us