Terms of Service

These Terms of Service (“Terms”) are a legally binding agreement between you and Team Technology Global, LLC, a Texas limited liability company (“TTG,” “Company,” “we,” “us,” or “our”), concerning your access to and use of BuildState, including the BuildState websites, web applications, mobile applications, software, features, services, content, APIs, integrations, and related services that we make available from time to time (collectively, the “Service”).

BuildState is the name of a software product operated by Team Technology Global, LLC. BuildState is not a separate legal entity.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN IMPORTANT LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS, INDEMNIFICATION OBLIGATIONS, AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

BY CREATING AN ACCOUNT, CLICKING “I AGREE,” ACCESSING OR USING THE SERVICE, OR OTHERWISE INDICATING ACCEPTANCE OF THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS.

If you do not agree, do not access or use the Service.

The Service is intended primarily for businesses and professionals involved in construction, renovation, contracting, project management, subcontracting, field services, and related activities.

If you access or use the Service on behalf of a company, contractor, partnership, organization, employer, or other entity (“Customer”), you represent and warrant that:

(a) you are authorized to act on behalf of that Customer;

(b) you have authority to bind the Customer to these Terms; and

(c) the Customer agrees to be bound by these Terms.

In such circumstances, “you” and “your” include both the individual user and the Customer, as applicable.

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Service.

BuildState is a software platform designed to assist construction and service businesses with activities that may include project organization, phase-based project tracking, field updates, task management, scheduling, photographs, documents, plans, files, communications, financial or project information, and other project-management functions.

We may add, modify, remove, suspend, restrict, replace, or discontinue any portion of the Service at any time.

Features described on our website, marketing materials, roadmaps, demonstrations, communications, or elsewhere do not constitute a commitment that such features will remain available or be released.

BuildState is an information-management and productivity tool.

Neither TTG nor BuildState acts as your:

contractor;

construction manager;

architect;

engineer;

surveyor;

inspector;

safety professional;

accountant;

bookkeeper;

tax adviser;

financial adviser;

attorney;

insurance adviser;

payroll provider;

employment adviser;

fiduciary; or

other licensed or professional adviser.

Information presented, calculated, organized, generated, stored, transmitted, or displayed through the Service is provided for informational and operational purposes only.

You remain solely responsible for reviewing and verifying all information and for all decisions and actions relating to your business, customers, employees, subcontractors, projects, finances, contracts, schedules, estimates, invoices, job sites, regulatory obligations, and other activities.

You may be required to create an account.

You agree to provide accurate and current information and to maintain the confidentiality and security of your login credentials.

You are responsible for all activity occurring through your account and accounts you authorize.

You must promptly notify us at support@buildstate.io if you know or reasonably suspect that an account or credential has been compromised.

We are not responsible for losses resulting from unauthorized account access caused by your failure to protect credentials, devices, accounts, or authentication information.

Customers may authorize employees, contractors, subcontractors, consultants, vendors, or other individuals to access their accounts.

The Customer is responsible for:

(a) determining who may access its account;

(b) assigning appropriate permissions;

(c) removing access when no longer appropriate;

(d) activities performed by its authorized users; and

(e) ensuring its users comply with these Terms.

We may rely on instructions provided by users who appear to have appropriate account authority.

“Customer Data” means information, documents, photographs, plans, drawings, contracts, invoices, project information, financial information, customer information, employee information, addresses, communications, files, records, and other materials submitted, uploaded, stored, transmitted, or otherwise made available through the Service by or on behalf of a Customer.

As between TTG and Customer, Customer retains its rights in Customer Data.

You grant TTG and its service providers a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, reproduce, modify as technically necessary, back up, and otherwise use Customer Data as reasonably necessary to:

(a) provide and operate the Service;

(b) maintain and secure the Service;

(c) troubleshoot problems;

(d) prevent fraud or abuse;

(e) provide support;

(f) comply with law and legal process; and

(g) otherwise perform our obligations under these Terms.

This license continues for as long as reasonably necessary to provide the Service and fulfill legitimate legal, security, backup, and operational requirements.

You represent and warrant that you have all rights, permissions, notices, consents, and lawful bases necessary to collect, upload, disclose, store, process, and use Customer Data through the Service.

You are solely responsible for Customer Data and for determining whether particular information may lawfully be uploaded to or processed through the Service.

You must not upload information if doing so would violate applicable law, contractual obligations, confidentiality obligations, intellectual-property rights, privacy rights, or other rights.

If Customer Data includes information about your customers, employees, applicants, subcontractors, vendors, property owners, household members, or other individuals, you are responsible for providing any notices and obtaining any permissions or consents required by applicable law.

Unless expressly authorized by us, you should not use the Service to store information requiring specialized regulatory safeguards beyond those ordinarily associated with construction project management.

You must not use BuildState to store Social Security numbers, complete payment-card credentials, account passwords, private cryptographic keys, classified information, or other highly sensitive credentials except through features expressly designed and authorized by us for that purpose.

You are responsible for determining whether BuildState is appropriate for your particular data and compliance requirements.

TTG does not independently verify Customer Data.

You are responsible for verifying the accuracy, completeness, legality, reliability, and appropriateness of information stored or displayed through the Service.

Information may be incomplete, outdated, duplicated, corrupted, incorrectly entered, incorrectly synchronized, or otherwise inaccurate.

You should independently verify information before relying on it for material business, construction, safety, contractual, employment, financial, or legal decisions.

You are responsible for maintaining independent copies of information that is important to your business.

Unless we expressly agree otherwise in a separate written agreement, BuildState is not intended to serve as your exclusive archival system or sole system of record.

You should maintain appropriate independent backups of critical documents, photographs, plans, contracts, invoices, accounting information, schedules, records, and other important information.

We do not guarantee that Customer Data can always be recovered following deletion, corruption, account termination, system failure, security incident, synchronization error, or other event.

You may not use the Service to:

(a) violate applicable law;

(b) infringe intellectual-property, privacy, publicity, contractual, or other rights;

(c) upload malicious software, viruses, ransomware, or harmful code;

(d) gain unauthorized access to systems, accounts, networks, or data;

(e) probe, scan, or test vulnerabilities without authorization;

(f) interfere with the integrity or operation of the Service;

(g) circumvent access controls, usage restrictions, security measures, or technical limitations;

(h) reverse engineer, decompile, disassemble, or attempt to derive source code except where such restriction is prohibited by law;

(i) scrape or systematically extract information except through functionality expressly authorized by us;

(j) resell, sublicense, rent, lease, or commercially exploit the Service except as expressly permitted;

(k) impersonate another person or entity;

(l) use the Service to transmit unlawful, fraudulent, defamatory, threatening, abusive, or infringing material;

(m) access the Service for purposes of developing or assisting a directly competing product using confidential or nonpublic aspects of the Service; or

(n) use the Service in a manner that could materially harm TTG, our infrastructure, other users, or third parties.

The Service may rely upon, interact with, or integrate with third-party providers, including providers of:

cloud hosting;

databases and storage;

authentication;

payment processing;

analytics;

communications;

mapping;

file storage;

security;

monitoring;

software infrastructure;

financial services; and

other technology or business services.

Third-party services are not controlled by TTG.

Their availability, security, functionality, accuracy, terms, and privacy practices may be outside our control.

We are not responsible for failures, outages, changes, errors, acts, omissions, data loss, security incidents, or discontinuation attributable to third-party services, except to the extent responsibility cannot lawfully be excluded.

Your use of a third-party service may also be subject to that provider’s terms.

BuildState may in the future include artificial intelligence, machine learning, automation, recommendations, summaries, extraction, prediction, generation, or similar functionality (“Automated Features”).

Automated Features may produce inaccurate, incomplete, misleading, or inappropriate outputs.

Unless expressly stated otherwise, outputs from Automated Features must not be treated as professional advice or as independently verified information.

You will remain responsible for reviewing and verifying outputs before using or relying upon them.

Additional terms or notices may apply to Automated Features when introduced.

If you provide ideas, suggestions, recommendations, enhancement requests, feedback, or other input concerning BuildState (“Feedback”), you grant TTG a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable right to use, reproduce, modify, commercialize, implement, disclose, and otherwise exploit that Feedback without restriction or compensation.

Feedback does not include your Customer Data merely because it is submitted through the Service.

Except for Customer Data and third-party materials, TTG and its licensors own all rights, title, and interest in and to the Service, including its software, source and object code, designs, interfaces, workflows, databases, documentation, graphics, trademarks, logos, technology, know-how, and other intellectual property.

Subject to these Terms, TTG grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the applicable subscription or authorized access period.

No ownership rights are transferred to you.

Certain versions of the Service may be offered without charge. Other versions, features, plans, or services may require payment.

Pricing, billing frequency, included features, usage limits, and applicable fees will be disclosed at or before purchase.

If you purchase a recurring subscription, you authorize TTG or its payment processor to charge the applicable payment method in accordance with the subscription terms presented at purchase.

Unless otherwise stated at purchase, subscriptions may automatically renew for successive periods until canceled.

You are responsible for applicable taxes other than taxes imposed on TTG’s net income.

We may modify prices prospectively upon appropriate notice.

Additional purchasing terms, order forms, enterprise agreements, or subscription terms may apply.

We may offer free, trial, promotional, beta, pilot, or evaluation access.

Such access may be subject to additional terms and may be modified, restricted, suspended, or discontinued at any time.

Free access does not create any entitlement to continued access, specific functionality, storage, support, or future pricing.

We may suspend or restrict access to all or part of the Service if we reasonably believe:

(a) you violated these Terms;

(b) your use creates a security, legal, operational, or financial risk;

(c) payment is overdue;

(d) your account has been compromised;

(e) suspension is necessary to protect users, TTG, or third parties;

(f) required by law or legal process; or

(g) continued service is impracticable due to circumstances outside our reasonable control.

Where reasonably practicable, we may provide notice.

You may stop using the Service at any time, subject to applicable subscription obligations.

TTG may terminate your access in accordance with these Terms or any applicable order form or subscription agreement.

Upon termination, your right to use the Service ends.

You are responsible for exporting information you wish to retain before account termination where export functionality is available.

We may delete Customer Data following termination in accordance with our operational, backup, retention, and legal practices.

Provisions that by their nature should survive termination will survive, including intellectual-property provisions, payment obligations, disclaimers, indemnification, limitations of liability, dispute provisions, and other accrued rights.

We endeavor to operate a reliable Service, but unless expressly agreed in a separate written service-level agreement, we do not guarantee:

continuous availability;

any particular uptime;

error-free operation;

specific response times;

data synchronization;

compatibility with particular devices or systems;

uninterrupted access;

preservation of Customer Data; or

that defects will be corrected within any particular period.

Maintenance, upgrades, failures, security events, internet conditions, third-party services, force majeure events, and other circumstances may affect availability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

TTG DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND RESULTS.

TTG DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, COMPLETE, ACCURATE, COMPATIBLE, OR FREE FROM HARMFUL COMPONENTS.

NO ORAL OR WRITTEN INFORMATION PROVIDED BY TTG CREATES A WARRANTY UNLESS EXPRESSLY INCLUDED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF TTG.

You acknowledge that construction and renovation projects involve risks outside TTG’s control.

TTG is not responsible for:

project delays;

schedule conflicts;

cost overruns;

estimating errors;

incorrect measurements;

change orders;

defective workmanship;

material shortages;

jobsite conditions;

safety incidents;

code compliance;

permit issues;

inspection failures;

contract disputes;

payment disputes;

lien issues;

customer disputes;

subcontractor or vendor performance;

employee actions;

lost business opportunities; or

other project or business outcomes merely because information relating to such matters was entered into, communicated through, calculated by, or managed using BuildState.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TTG AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, USE, DATA, PROJECT INFORMATION, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TTG’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

(A) THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO TTG FOR THE SERVICE DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF WHETHER A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless TTG and its members, managers, officers, employees, contractors, affiliates, licensors, service providers, and agents from and against third-party claims, demands, proceedings, damages, liabilities, losses, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees arising from or relating to:

(a) your Customer Data;

(b) your use or misuse of the Service;

(c) your violation of these Terms;

(d) your violation of applicable law;

(e) your infringement or violation of another person’s rights;

(f) your projects, services, employees, subcontractors, vendors, or customers; or

(g) your failure to obtain required permissions or consents.

TTG may control the defense of any matter subject to indemnification, and you agree to reasonably cooperate.

Our collection and processing of personal information is described in the BuildState Privacy Policy.

The Privacy Policy is incorporated by reference for purposes of explaining our privacy practices but does not create contractual rights beyond those required by applicable law unless expressly stated.

We may maintain administrative, technical, and organizational safeguards that we consider appropriate based on the nature of the Service and information processed.

No information system, network, database, transmission method, or storage system can be guaranteed completely secure.

You are responsible for appropriate security practices within your organization, including account permissions, device security, credential management, employee training, and removal of access for former personnel.

You may receive nonpublic information concerning BuildState, including beta functionality, product plans, technical information, pricing, security information, designs, or other information reasonably understood to be confidential.

You agree not to disclose or use TTG confidential information except as necessary for authorized use of the Service.

This obligation does not apply to information that becomes public through no breach by you, was lawfully known to you without restriction, or is independently developed without use of TTG confidential information.

You agree to use the Service in compliance with applicable laws, including applicable export-control and sanctions laws.

You may not use the Service if such use is prohibited by applicable law.

Except where applicable law requires otherwise, these Terms and any dispute arising from or relating to them or the Service are governed by the laws of the State of Texas, without regard to conflict-of-law principles.

The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below.

Before initiating arbitration, the party asserting a dispute must provide the other party written notice describing the dispute and requested relief and allow at least thirty (30) days for good-faith efforts to resolve it.

Notices to TTG must be sent to support@buildstate.io with the subject line “Legal Dispute Notice.”

Nothing in this section prevents either party from seeking emergency or temporary injunctive relief when reasonably necessary to prevent imminent misuse of intellectual property, confidential information, accounts, systems, or data.

EXCEPT FOR MATTERS THAT MAY LAWFULLY BE BROUGHT IN SMALL CLAIMS COURT AND CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF RELATING TO INTELLECTUAL PROPERTY, CONFIDENTIALITY, UNAUTHORIZED ACCESS, OR MISUSE OF THE SERVICE, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR THE RELATIONSHIP BETWEEN YOU AND TTG WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

The arbitration will be administered by the American Arbitration Association (“AAA”) under its applicable commercial arbitration rules, unless the parties agree otherwise.

The arbitration will be conducted in Texas, remotely, or at another mutually agreed location.

The arbitrator may award relief available under applicable law subject to the limitations contained in these Terms.

Judgment on the award may be entered in any court having jurisdiction.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND TTG AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING.

YOU AND TTG EACH WAIVE THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

If the class-action waiver is determined unenforceable as to a particular claim or request for relief, that portion will proceed in a court of competent jurisdiction only after arbitrable claims have been resolved, to the extent permitted by law.

For disputes not subject to arbitration, the parties consent, to the maximum extent permitted by law, to exclusive jurisdiction in the state or federal courts located in Texas, in a county in which TTG maintains its principal place of business, unless applicable law requires another venue.

We may update these Terms from time to time.

We will provide notice of material changes as required by applicable law, which may include posting updated Terms, notifying account administrators, displaying an in-product notice, or sending an electronic communication.

Your continued use after an updated version becomes effective constitutes acceptance to the extent permitted by law.

Where affirmative consent is legally required, we will request it.

You consent to receive agreements, notices, disclosures, invoices, transactional messages, and other communications electronically.

Electronic communications satisfy legal requirements that communications be in writing to the extent permitted by applicable law.

TTG will not be liable for delay or failure resulting from circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil unrest, labor disputes, utility failures, telecommunications failures, internet failures, cloud-provider failures, cyberattacks, governmental actions, epidemics, pandemics, or similar events.

You may not assign or transfer these Terms without TTG’s prior written consent.

TTG may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, or by operation of law, or to an affiliate or successor.

If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect.

Failure to enforce any provision does not constitute a waiver.

A waiver is effective only if in writing by the party granting it.

These Terms, together with applicable order forms, additional product terms, the Privacy Policy where relevant, and any other written agreement expressly incorporated into these Terms, constitute the agreement governing your use of the Service.

If a separately executed agreement between TTG and a Customer expressly conflicts with these Terms, the separately executed agreement controls to the extent of the conflict.

Questions concerning these Terms may be sent to:

Team Technology Global, LLC BuildState Product Email: support@buildstate.io Website: www.buildstate.io