Terms of Use

Effective Date: September 1, 2024

Welcome, and thank you for your interest in iBuilding.Pro, a professional educational brand operated by BuiltAPI GmbH (“BuiltAPI,” “we,” or “us”).These Terms of Use are a legally binding contract between the customer identified in the applicable ordering document or registration process (“Customer,” “You,” or “Your”) (each a “Party” and together the “Parties”) and BuiltAPI regarding Customer’s use of the Service (as defined below).

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE, EXECUTING A SALES ORDER OR OTHER DOCUMENT THAT REFERENCES THESE TERMS, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING BUILTAPI’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND BUILTAPI’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY BUILTAPI AND BY YOU TO BE BOUND BY THESE TERMS.

1. Structure

1.1 Service; Orders. These Terms set forth the terms and conditions under which BuiltAPI may make available to Customer BuiltAPI’s platforms for helping Users (defined below) learn by reading, watching, and otherwise consuming the professional educational materials provided under the iBuilding.pro brand (the “Service”) each as expressly identified in a sales order that (a) is executed by an authorized representative of each Party and (b) expressly references and incorporates these Terms (defined below) (each, an “Order”). Each Order, upon execution by both Parties, is subject to the terms of, and is deemed incorporated into, these Terms.

1.2 Addenda. The Service will be provided pursuant to an executed Order. An Order may reference one or more additional documents that contain terms relevant to a particular Service (each, an “Addendum”). All Addenda are deemed incorporated into these Terms. Additionally, BuiltAPI’s Privacy Policy is hereby incorporated by reference into these Terms.

2. Service Rights and Restrictions

2.1 Service Access. If an Order indicates that Customer will receive access to a Service, then Customer may access and use such Service solely (a) for the Order Term set forth in such Order, and (b) in accordance with all applicable Documentation (defined below) and the restrictions set forth in these Terms (including the applicable Order).

2.2 Users. Only the Customer, if a physical person or Customer’s employees, if an enterprise (“Users”), using the mechanisms designated by BuiltAPI (“Log-in Credentials”), may access and use the Service, and only in the number set forth in the applicable Order. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with these Terms and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by BuiltAPI’s breach of these Terms). Customer will promptly notify BuiltAPI if it becomes aware of any compromise of any Log-in Credentials. BuiltAPI may process Log-In Credentials in connection with BuiltAPI’s provision of the Services or for BuiltAPI’s internal business purposes.

2.3. Transfer of Access Not Permitted. Customer acknowledges that User access is specific to the individuals designated by Customer. Except as set forth in an Order, access granted under these Terms are not transferable to any other individual for any reason, and Customer will take all commercially reasonable steps to prevent its Users from granting access to the Platform to any other individuals, both in and outside of Customer’s organization.

2.4 Use Restrictions. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize Users or other third parties to:

(a) use the Service for any illegal purpose or in violation of any local, state, national, or international law;

(b) harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;

(c) violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

(d) access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by BuiltAPI;

(e) interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing, or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

(f) interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting or sharing personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

(g) use or access any server instances that provide interactive environments and the API and materials related thereto (“Interactive Sessions”);

(h) use any data or information other than simulated, anonymous, non-live data when using the Interactive Sessions (i.e., Customer must not use real customer data or information or real transactions);

(i) use the Service to transmit any bulk unsolicited commercial communications or as a mail sender, or use any automated process or service to access or use the Service such as a BOT, a spider, or periodic caching of information stored by BuiltAPI or its licensors;

(j) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;

(k) exceed the usage limitations (including but not limited to, any time, Interactive Session number, or user number limitations) applicable to Customer’s use of the Service;

(l) sell or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any materials made available via the Service; or

(m) attempt to do any of the acts described in this Section or assist or permit any person in engaging in any of the acts described in this Section.

2.5 Documentation. To the extent that a Service is accompanied by any BuiltAPI-provided user manuals, help files, specification sheets, or other documentation, in whatever form, relating to a Service (“Documentation”), BuiltAPI hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable (unless otherwise specified in an Order) right and license under BuiltAPI’s rights in the Documentation to use such Documentation solely to enable Customer to exercise its rights under the applicable license to or grant of access and usage rights for such Service set forth in Section 2.1.

2.6 Third-Party Services. To the extent that a Service includes or is accompanied by third-party software or other products (e.g., cloud hosting instances or data analysis tools) that BuiltAPI provides to Customer or that is otherwise identified in the Documentation as being required to use such Service (“Third-Party Products”), the Third-Party Products and their use by Customer are subject to all license and other terms that accompany such Third-Party Products. Customer will abide by and comply with all such terms. Without limiting the foregoing, if BuiltAPI enables Customer to access a hosted environment offered by a third-party cloud or platform service provider, then Customer must agree to the applicable service provider’s terms and conditions prior to accessing such hosted environment, and Customer will comply at all times with such terms and conditions.

2.7 Compliance with Laws. Customer will use the Service and Documentation in compliance with all applicable laws and regulations.

2.8 Protection against Unauthorized Use. Customer will prevent any unauthorized use of the Service and Documentation and will promptly notify BuiltAPI in writing of any unauthorized use of which Customer becomes aware, but in no event later than 24 hours following awareness of such unauthorized use. Customer will immediately terminate any unauthorized use by persons having access to a Service or Documentation through Customer.

2.9 Ownership; Content. As between BuiltAPI and Customer, BuiltAPI retains all right, title, and interest, including all intellectual property rights, in and to any data, information, audio, video, or other works of authorship (“Learning Content”).

2.10 Feedback. If Customer provides any feedback to BuiltAPI concerning the functionality and performance of the Service or any Documentation (including identifying potential errors and improvements), Customer hereby assigns, transfers, and conveys to BuiltAPI all right, title, and interest in and to the feedback, and BuiltAPI is granted a perpetual, irrevocable, royalty free right to use the feedback without payment or restriction, and without any obligation to provide attribution to Customer.

2.11 Modification of the Service. BuiltAPI reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to Customer. BuiltAPI will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of Customer’s access to or use of the Service.

3. Fees and Payment Terms

3.1 Fees and Payment Terms. Customer will pay BuiltAPI the fees and any other amounts owing under these Terms as specified in the applicable Order. In the event your purchase is denominated in a currency other than EUR, and in the event the foreign exchange rate varies by more than 5% from the date of Customer’s signature on the Order to the date of payment, BuiltAPI may require payment in EUR. If Customer files a chargeback disputing charges made by BuiltAPI and the chargeback is granted, Customer’s account will be deactivated.

3.2 Excess Usage. If Customer uses the Service in violation of the scope granted hereunder, including but not limited to unauthorized rotation of user subscriptions (“Excess Use”), BuiltAPI may, in its sole discretion, invoice Customer for the Excess Use, at the rates set forth in the applicable Order or, in the absence thereof, BuiltAPI’s current list price for the features for such Excess Use.

3.3 Taxes. Other than net income taxes imposed on BuiltAPI, Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from these Terms. Customer will pay any additional Taxes as are necessary to ensure that the net amounts received by BuiltAPI after all such Taxes are paid are equal to the amounts to which BuiltAPI would have been entitled in accordance with these Terms if such additional Taxes did not exist.

3.4 Authorization. Customer authorizes BuiltAPI to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by BuiltAPI, including all applicable taxes, to the payment method specified in your account.

4. Term and Termination

4.1 Term. These Terms will remain in effect until terminated in accordance with this Section 4 (the “Term”).

4.2 Termination for Convenience. Either Party may terminate these Terms for convenience immediately upon notice to the other Party at any time that no Order is in effect.

4.3 Termination for Material Breach. Either Party may terminate these Terms or one or more Orders if the other Party does not cure its material breach of these Terms or the applicable Order(s) within 30 days of receiving written notice of the material breach from the non-breaching Party. Termination in accordance with this Section 4.3 will take effect when the breaching Party receives written notice of termination from the non-breaching Party, which notice must not be delivered until the breaching Party has failed to cure its material breach during the 30-day cure period. Notwithstanding the foregoing, BuiltAPI may immediately terminate these Terms upon notice to Customer, suspend one or more authorized Users’ access to the Service, or take appropriate legal action, including without limitation referral to law enforcement, if BuiltAPI reasonably believes that Customer has made or distributed any unauthorized copies of any Service, has violated Section 2.4, has attempted to assign or sublicense any right granted by these Terms except as expressly permitted herein, or has otherwise taken any actions that threaten or challenge BuiltAPI’s intellectual property rights, including rights in and to any Service. Without limiting any other provision of this section, if Customer fails to timely pay any fees, BuiltAPI may, without limitation to any of its other rights or remedies, suspend access to the Service under all Orders until it receives all amounts due.

4.4 Termination for Bankruptcy or Insolvency. Either Party may terminate these Terms or one or more Orders if the other Party ceases to do business in the ordinary course or is insolvent (i.e., unable to pay its debts in the ordinary course as they come due), or is declared bankrupt, or is the subject of any liquidation or insolvency proceeding which is not dismissed within one hundred twenty (120) days or makes any assignment for the benefit of creditors.

4.5 Post-Termination Obligations. If these Terms are terminated for any reason, (a) Customer will pay to BuiltAPI any fees or other amounts that have accrued prior to the effective date of the termination, and (b) any and all liabilities accrued prior to the effective date of the termination will survive.

4.6 Survival. Notwithstanding anything to the contrary herein, Sections 1, 2.9, 2.10, 2.11, 3, 4.5, 4.6, 5, 6, 7, 8, and 9 will survive termination or expiration of these Terms.

5. Confidentiality

5.1 Definition. As used herein, “Confidential Information” means all confidential information disclosed by or otherwise obtained from a Party (“Disclosing Party”) to or by the other Party (“Receiving Party”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. “Confidential Information” of a Disclosing Party includes such Disclosing Party’s business and marketing plans, technology and technical information, product plans and designs, and business processes. Without limiting the foregoing, BuiltAPI’s “Confidential Information” includes the Service, all Documentation, all BuiltAPI technical information, and all information concerning Service-related database structure information and schema. However, “Confidential Information” does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

5.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party will (a) protect the Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (c) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Notwithstanding the foregoing, BuiltAPI is permitted to disclose Confidential Information of Customer on a need-to-know basis to employees, contractors, and agents of its Affiliates. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. “Affiliate” means any corporation, partnership, joint venture, or other entity: (i) as to which a Party owns or controls, directly or indirectly, stock or other interest representing more than 50% of the aggregate stock, or other interest entitled to vote on general decisions reserved to the stockholders, partners, or other owners of such entity; (ii) if a partnership, as to which a Party or another Affiliate is a general partner; or (iii) that a Party otherwise is in common control with, controlled by, or controls in matters of management and operations.

6. Warranties and Disclaimer

6.1 Mutual Warranties. Each Party represents and warrants to the other that: (a) these Terms have been duly executed and delivered and constitute a valid and binding agreement enforceable against such Party in accordance with its terms and (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery, or performance of these Terms.

6.2 Disclaimer. EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 6 OR AN ORDER OR ADDENDUM, BUILTAPI MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. BuiltAPI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. BUILTAPI DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE. BUILTAPI DOES NOT WARRANT THAT THE SERVICE, DOCUMENTATION ARE ERROR-FREE OR THAT OPERATION OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED. BUILTAPI DOES NOT WARRANT THAT ANY INFORMATION PROVIDED BY THE SERVICE OR DOCUMENTATION IS ACCURATE OR COMPLETE OR THAT ANY SUCH INFORMATION WILL ALWAYS BE AVAILABLE. BUILTAPI EXERCISES NO CONTROL OVER, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF, CUSTOMER’S USE OF THE SERVICE OR DOCUMENTATION.

7. Indemnification

7.1 By BuiltAPI. BuiltAPI will: (a) at its expense, either defend Customer from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against Customer alleging that Customer’s use of the Service as permitted and used pursuant to these Terms infringes or misappropriates patents, copyrights, or trademarks, subject to Section 7.4 (an “IP Claim”) , and (b) indemnify Customer from and pay the applicable Losses (defined below). BuiltAPI will have no obligation under this section for any infringement or misappropriation to the extent that it arises out of or is based upon any of the following (the “Excluded Claims”): (i) use of the Service in combination with other products, services, or content not provided by BuiltAPI if such infringement or misappropriation would not have arisen but for such combination; (ii) the Service having been provided to comply with designs, requirements, or specifications required by or provided by Customer, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (iii) use of the Service by Customer for purposes not intended or outside the scope of the license granted to Customer; (iv) Customer’s failure to use the Service in accordance with instructions provided by BuiltAPI, if the infringement or misappropriation would not have occurred but for such failure; or (v) any modification of the Service not made or authorized in writing by BuiltAPI where such infringement or misappropriation would not have occurred absent such modification.

7.2 Mitigation; Limited Remedy. If BuiltAPI becomes aware of, or anticipates, an IP Claim, BuiltAPI may, at its option: (a) modify the Service so that it becomes non-infringing or substitute a functionally equivalent product; (b) obtain a license to the third-party intellectual property rights that may give rise to any Claim; or (c) terminate the affected Order(s) on written notice and refund to Customer any prepaid Fees. Sections 7.1 (with respect to IP Claims) and 7.2 state BuiltAPI’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement, misappropriation, or other violation of any third-party intellectual property right by the Service.

7.3 By Customer. Except to the extent BuiltAPI has a duty to defend Customer under Section 7.1, Customer will: (a) at its expense, defend BuiltAPI from any actual or threatened third-party Claim arising out of or based upon Customer’s use of a Service (including Customer’s breach of the terms governing any Third-Party Products) or provision of the Learning Content or that is an Excluded Claim, subject to Section 7.4, and (b) indemnify BuiltAPI from and pay the applicable Losses.

7.4 Procedures. A party’s obligations as the indemnifying party (“Indemnitor”) with respect to a Claim for which the indemnified Party (“Indemnitee”) is indemnified under this Section 7 (an “Indemnified Claim”) are subject to Indemnitee doing the following: (a) providing Indemnitor prompt written notice of the Indemnified Claim; (b) granting Indemnitor full and complete control over the defense and settlement of the Indemnified Claim; (c) providing assistance in connection with the defense and settlement of the Indemnified Claim as Indemnitor may reasonably request; and (d) complying with any settlement or court order made in connection with the Indemnified Claim. Indemnitee will not defend or settle the Indemnified Claim without Indemnitor’s prior written consent. Indemnitee will have the right to participate in the defense of the Indemnified Claim at its own expense and with counsel of its own choosing, but Indemnitor will have sole control over the defense and settlement of the Indemnified Claim. “Losses” means: (i) all damages, costs, and attorneys’ fees awarded against Indemnitee pursuant to the Indemnified Claim; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Indemnitee in connection with the defense of the Indemnified Claim (other than attorneys’ fees and costs incurred without Indemnitor’s consent after Indemnitee has accepted defense of the Indemnified Claim); and (iii) all amounts that Indemnitor agrees to pay to any third party to settle the Indemnified Claim.

8. Limitations of Liability

8.1 Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF BUSINESS, ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THESE TERMS, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL BUILTAPI BE LIABLE FOR ANY LOSS OF DATA STORED IN, OR IN CONNECTION WITH, A SERVICE.

8.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL BUILTAPI’S TOTAL LIABILITY OF ALL KINDS, IN AGGREGATE, ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR OWED BY CUSTOMER TO BUILTAPI UNDER THE ORDER WITH RESPECT TO WHICH THE LIABILITY AROSE DURING THE 3 MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM.

8.3 Independent Allocations of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY BUILTAPI TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

9. General

9.1 Relationship. BuiltAPI will act as an independent contractor (and not as the agent or representative of Customer) in the performance of these Terms.

9.2 Use of Brand Name. BuiltAPI may use the name, brand, or logo of Customer (or Customer’s parent company) solely for the purpose of identifying Customer as a licensee or customer of BuiltAPI in a “customer” section of BuiltAPI’s website, brochures, or other promotional materials, or as part of a list of BuiltAPI’s customers in a press release or other public relations materials. BuiltAPI will cease any use of Customer’s name if such use violates any of Customer’s written guidelines. Any such limited use by BuiltAPI shall include proper attribution to Customer or its parent company of any trademark or logo of Customer or its parent company and shall in no way suggest that BuiltAPI is affiliated with, or speaking on behalf of, Customer or Customer’s parent company. Any other press releases or marketing materials referring to the trademarks or logos of Customer shall require mutual approval in writing prior to public dissemination thereof. If BuiltAPI, in the course of exercising its rights hereunder, acquires any goodwill or reputation in any of the Customer’s trademarks or logos, all such goodwill or reputation will automatically vest in Customer.

9.3 Assignability. Neither Party may assign its right, duties, or obligations under these Terms without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that BuiltAPI may assign these Terms to an Affiliate or a successor (including a successor by way of Change of Control or operation of law), or in connection with the sale of all of the assets or business to which these Terms relates. A Change of Control shall be deemed to cause an assignment of these Terms. “Change of Control” means a merger, acquisition, divestiture, sale of assets or equity, or similar transaction.

9.4 Export. Customer will comply with all applicable export and import laws, rules, and regulations in connection with Customer’s activities under these Terms. Customer acknowledges that it is Customer’s responsibility to obtain any required licenses to export and re-export the Service. The Service, including technical data, is subject to German export control laws, and may be subject to export or import regulations in other countries.

9.5 Subcontractors. BuiltAPI may utilize subcontractors or other third parties to perform its duties under these Terms so long as BuiltAPI remains responsible for all of its obligations under these Terms.

9.6 Notices. Any notice required or permitted to be given in accordance with these Terms will be effective if it is in writing and sent by email, certified or registered mail, or insured courier, return receipt requested, to the appropriate Party at the address set forth below and on the applicable Order and with the appropriate postage affixed. Either Party may change its address for receipt of notice by notice to the other Party in accordance with this section. Notices are deemed given two (2) business days following the date of mailing, one (1) business day following delivery to a courier, and the same date if sent via email to BuiltAPI GmbH, Hanauer Landstraße 204, 60314 Frankfurt am Main, Germany or [email protected]

9.8 Force Majeure. Neither Party will be liable for or be considered to be in breach of or default under these Terms (except for failure to make payments when due) on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as that Party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.

9.9 Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the laws of Germany. Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of the German courts in connection with any action arising out of or in connection with these Terms.

9.10 Waiver. The waiver by either Party of any breach of any provision of these Terms does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

9.11 Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the use of the Service under these Terms is found to be illegal, unenforceable, or invalid, Customer’s right to use the Service will immediately terminate.

9.12 Interpretation. For purposes of these Terms, (a)the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation;”; (b) the words “such as,” “for example,” “e.g.” and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any,” and “either” are not exclusive; (d) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms as a whole; (e) words denoting the singular have a comparable meaning when used in the plural, and vice-versa. The headings set forth in these Terms are for convenience of reference purposes only and will not affect or be deemed to affect in any way the meaning or interpretation of these Terms or any term or provision hereof. References to “€” and “euros” are to the currency of the Eurozone countries of the European Union. Any law defined or referred to herein means such law as from time to time amended, modified, or supplemented, including (in the case of statutes) by succession of comparable successor laws.

9.13 Entire Agreement. These Terms, including all exhibits and addenda, is the final and complete expression of the agreement between these Parties regarding the subject matter hereof. These Terms supersedes, and the terms of these Terms govern, all previous oral and written communications regarding these matters, all of which are merged into these Terms and the BuiltAPI Individual Terms of Use will be of no effect with respect to the products or services described in an applicable Order, except that these Terms do not supersede any prior nondisclosure or comparable agreement between the Parties executed prior to these Terms being executed, nor does it affect the validity of any agreements between the Parties relating to other products or services of BuiltAPI that are not described in an Order and with respect to which Customer has executed a separate agreement with BuiltAPI that remains in effect. No employee, agent, or other representative of BuiltAPI has any authority to bind BuiltAPI with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in these Terms. No usage of trade or other regular practice or method of dealing between the Parties will be used to modify, interpret, supplement, or alter the terms of these Terms. These Terms may be changed by BuiltAPI at any time. Revisions will be effective immediately except that material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated.. BuiltAPI will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to these Terms (whether or not it would materially alter these Terms) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, unless BuiltAPI specifically provides a written acceptance of such provision signed by an authorized agent of BuiltAPI. Any Order signed by the parties under these Terms may be executed in any number of counterparts and via .pdf copies, each with the same effect as if all signatories had signed the same document. If so executed, the counterparts shall be deemed an original for all purposes and shall collectively constitute one agreement. For convenience, the signature pages of each counterpart may be removed from that counterpart and attached to a single agreement. These Terms have been negotiated at arm’s length between the Parties, both of which are sophisticated and knowledgeable in the matters which are encompassed in these Terms. In addition, each Party has been represented by experienced and knowledgeable counsel. Accordingly, any rule of law or legal decision that would require the interpretation of ambiguities in these Terms against the drafting party are not applicable and are hereby waived.