Terms of Service

Last Modified: March 11, 2025

These Terms of Service ("Terms"), together with the Schedules, documents, and policies incorporated and referenced in these Terms, are a contract (this "Agreement") between the individual or entity who signs up for an account and/or uses or interacts with any of the Service in whole or in part ("Organization", "you", "your", or "yourself") and BuildrFi Inc. and its affiliates ("BuildrFi", "we", "us," or "our"). If the individual that agrees to this Agreement does so on behalf of Organization (including in a capacity as Organization's public accountant or bookkeeper), that individual represents that they are authorized by Organization to agree to this Agreement on Organization's behalf. Organization shall be responsible and liable for each Authorized User, as defined below, and shall ensure that each Authorized User abides by the terms of this Agreement. This Agreement governs your use of our website buildrfi.com and your use of or interactions with any BuildrFi products and services (individually and collectively referred to as the "Service"). All capitalized terms in these Terms and the referenced Schedules below will have the meanings given to them in this Agreement, unless otherwise indicated.
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By electronically accepting this Agreement or by establishing a BuildrFi account or using the Service, you consent to and agree to comply with this Agreement as of the effective date set forth above. This Agreement incorporates by reference, and you hereby agree to, the following consents, schedules, and documents (collectively, "Schedules"):
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• Consent to Electronic Delivery of Communications and Use of Electronic Signatures
• BuildrFi's Privacy Policy• Prohibited Business and Payments Schedule
• Materials Financing Program Schedule
• Any terms or conditions or agreements provided separately to you for any Service, as applicable.
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COMMERCIAL USE ONLY. You understand that only corporations, limited liability companies, partnerships, and other validly organized business entities under applicable law are able to use any financing services we provide, and if you request such services, you represent and warrant that you are a validly organized business entity under applicable law. You further represent and warrant that you will access and use all Service for business purposes only and not for personal, family, or household purposes.
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UPDATES AND CHANGES TO THIS AGREEMENT. BuildrFi reserves the right to modify or change this Agreement, as well as its policies relating to the Service, at any time, in our sole discretion. BuildrFi will post the revised version of this Agreement on our website and will provide notice to you of material changes to this Agreement. You will be deemed to have accepted and to have agreed to any revisions or changes to this Agreement at the time of (i) your acceptance of the revised, changed, or new Agreement, or (ii) your access to or use of the Service after the effective date of the revised, changed, or new Agreement. If the revised, changed, or new Agreement is not acceptable to you, your sole and exclusive remedy will be to stop using the Service and/or to cancel your account as provided in Section 3.

1. USING THE BUILDRFI SERVICE
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1.1 The Service.
The Service includes a platform that enables construction businesses to manage accounts payable and accounts receivable, access project management and workflow automation features, and allows eligible businesses to apply for materials financing. The Materials Financing Program allows construction businesses to finance supplier invoices for construction materials.

1.2 Eligibility to Use the Service.
You represent and warrant that: (a) all Authorized Users are at least 18 years of age; (b) you represent and warrant that you are a commercial enterprise operating in the construction industry or related fields and you will only use the Service for business purposes; (c) you have not previously been suspended or removed from the Service; and (d) you will provide any and all documentation as requested by BuildrFi, included as needed to verify identity and creditworthiness.

1.3 Third Party Service Providers.
You grant to us, and BuildrFi reserves, the right to use third parties to provide or facilitate the Service. If BuildrFi uses third parties to provide or facilitate the Service, we will remain responsible to you for providing the Service under this Agreement.

1.4 Updates to the Service.
BuildrFi reserves the right, from time to time, to update the Service; and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon your agreement to additional terms or agreements.
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1.5 Changes to Service.
BuildrFi reserves the right to change or discontinue the Service, or certain applications, tools, features, or functionalities of the Service, for any reason at any time, in BuildrFi's sole discretion, without any liability to you.

1.6 Eligibility and Setting Up Your Account.
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1.6.1 Eligibility Requirements.
In order to use the Service, you must (a) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law; (b) have a valid and active e-mail address; (c) use the Service on behalf of a business entity in the construction industry or related fields and for business purposes only; (d) have a valid deposit account at a financial institution; and (e) comply with other obligations outlined in these Terms, including but not limited to certain compliance-related restrictions. Other restrictions may apply.
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1.6.2 Creating an Account.
In order to access the Service, you must create a BuildrFi account (an "Account"). When you set up your Account, you will be required to provide us with information about yourself and your Organization and any Authorized User, which may include, but is not limited to, each Authorized User's name, address, email address, tax identification number, and other contact or identifying information, and your Organization's address, email address, EIN, owners, beneficial owners, and controllers, as appropriate (collectively, your "Account Information"). You agree to provide true, accurate and complete Account Information and to notify us promptly if any of your Account Information, including your email address, changes. You will ensure the security and confidentiality of your Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Service. BuildrFi is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.
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1.6.3 Multiple Authorized Users.
You may invite additional persons to transact on your account, including but not limited to, Representatives as defined in Section 1.6.4 (each, an "Authorized User"). Authorized Users are granted the right to access and use certain Service on your behalf. You are responsible for all actions and omissions of your Authorized Users. Any act or omission by any Authorized User, which, if it were an act or omission by you would be a breach of this Agreement, shall be deemed to be a breach of this Agreement by you. You will manage your Authorized Users and will promptly deactivate the Authorized User if you wish to terminate the Authorized User's access to the Service. You shall be responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Service through your Account.
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1.6.4 Multiple Organizations.
We may enable certified public accountants, bookkeepers or others (each considered a "Representative") to utilize the Service on behalf of multiple businesses. Any Representative who enrolls in the Service represents, warrants, and covenants that it has express authority from each BuildrFi customer on whose behalf it acts to transact through the Service using such customer's payment methods linked to the Service and shall provide written documentation of such authority upon BuildrFi's request. Representatives remain fully responsible for any and all activities associated with such customers' payment methods, including without limitation, any chargeback, reversal or return associated with a linked payment method.
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1.6.5 Privacy; Identity Authentication.
Personally identifiable information ("Personal Information") provided through the Service is governed by our Privacy Policy located at [https://www.buildrfi.com/privacy-policy]. By using the Service, you agree to, and are bound by, the terms of BuildrFi's Privacy Policy which is incorporated by reference into this Agreement as if it were set forth herein in its entirety. You authorize BuildrFi, directly or through third parties, to make any inquiries we consider necessary to verify your or your business' identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your Personal Information and your business' information against third party databases or through other sources. If BuildrFi cannot verify your or your business' identity, BuildrFi reserves the right to deny you use of the Service or to limit your use of your Account.
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1.6.6 Linking a Payment Method.
Once you have created an Account, you may link various payment methods for use with the Service, including your depository accounts with financial institutions (each, a "Payment Account"). We may use Plaid Technologies, Inc. ("Plaid") to gather your data from financial institutions. By using the Service, you grant BuildrFi and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid privacy policy, available at https://plaid.com/legal. Please note that payment methods may be saved to your Account.
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1.6.7 Payment Account Verification.
Upon addition of your Payment Account, your Payment Account may be verified to confirm its validity. A temporary, small authorization charge may appear on your bank statement. You authorize BuildrFi to credit your Payment Account with two (2) different and random micro-deposits. You will be required to verify the amount of such micro-deposits once prompted through the Service in order to use the Payment Account with the Service. You also authorize BuildrFi to debit your Payment Account for the amounts of the two (2) micro deposits.
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1.6.8 Payment Account Representations.
When you add a Payment Account to your Account, you agree to the following: (a) you own the Payment Account and have the authority to disclose the payment method information and initiate transactions to and from the Payment Account; (b) you authorize the initiation of debit or credit entries, as applicable, to the Payment Account in accordance with instructions inputted through the Service, and, if necessary, the initiation of adjustments for any transactions debited or credited in error in accordance with these Terms; (c) you acknowledge that transactions initiated from your Payment Account must comply with all applicable law; (d) your authorization will remain in effect until not later than thirty (30) days after BuildrFi receives written notice from you of your desire to cancel such authorization; and (e) you will not use the Service for personal, family, or household purposes.
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1.6.9 Payment Account Terms.
Your Payment Account is subject to existing terms imposed by the financial institution holding the Payment Account, including any relevant credit or transactional limits, credit and interest terms, and rewards programs. In its discretion BuildrFi may impose additional requirements or restrictions on the use of your Payment Account with the Service, including limits on the size, frequency, and timing of payments processed through the Service, on a per transaction or a cumulative basis, and may change those limits at any time.
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1.6.10 Payment Restrictions.
To prevent fraud and comply with legal obligations, we may ask for additional information from you and from third parties. We may put your payment method on hold for review. If you do not cooperate with our review process, your access to the Materials Financing Program may be delayed or declined. We reserve the right to limit or refuse your use of a particular Payment Account for any reason in our sole discretion. We may decline to provide you access to the Materials Financing Program or otherwise deny you use of the Service, and we may decline to explain why.
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2. FEES AND PAYMENT TERMS
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2.1 Service Fees.
Access to the Service, or to certain features of the Service, may require you and/or your Authorized Users to pay certain fees (individually and collectively, "Service Fees"), including but not limited to subscription account fees, transaction fees, processing fees, financing fees, and other special services fees. Information on Service Fees can be found on the BuildrFi website at [www.buildrfi.com]. For the Materials Financing Program, fees include a processing fee plus a financing fee based on the payment term selected and other risk factors. You agree to pay when due all Service Fees applicable to your use of the Service. You agree that you are responsible for the full amount of applicable Service Fees for each billing cycle in which you use the Service or maintain an Account, even if you don't use the Service during the billing cycle or use the Service for only a portion of the billing cycle. BuildrFi reserves the right to refuse to cancel your Account if your account is not in good standing or has any overdue Service Fees or Materials Financing Program balances.
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2.2 Changes to Service Fees.
BuildrFi reserves the right to change the Service Fees from time to time, in its sole discretion. BuildrFi will provide advance notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, your sole and exclusive remedy will be to stop using the Service and cancel your Account. By continuing to use the Service after notice of the new Service Fees, you accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of BuildrFi.

2.3 Payment of Service Fees.
You authorize BuildrFi to use the credit or debit card you have provided to us (as updated from time to time), or the bank account associated with your BuildrFi Account (individually and collectively, the "Billing Account") to automatically charge you in U.S. dollars for the Service Fees applicable to your BuildrFi Account or your use of the Service, plus any applicable taxes. BuildrFi may use Stripe or other payment processors to process subscription fees. You make the same representations and warranties to us with respect to the Billing Account as you do with respect to the Payment Account in Section 1.6.8. If BuildrFi is unable to charge the Billing Account for any reason, you authorize BuildrFi to charge any Payment Account for the Service Fees. If BuildrFi is unable to collect the Service Fees from your Billing Account or Payment Account, you will pay all past due Service Fees and taxes within ten (10) business days of notice of non-payment from BuildrFi. BuildrFi will be entitled to reimbursement for the reasonable costs of collection of all overdue Service Fees, including reasonable attorneys' fees and expenses.
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2.4 Automatic Renewal.
Subscription account fees will automatically renew at the then current subscription type selected on a recurring basis until you request to downgrade or cancel your subscription account.
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2.5 Taxes.
You are responsible for all, if any, applicable taxes arising from your use of the Service. You are furthermore responsible for all fees, fines, penalties and other liability incurred by BuildrFi, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Service. You agree to reimburse BuildrFi or a third party for any and all such liability.
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2.6 Collection of Funds Owed.
In the event you are liable for any amounts owed to BuildrFi, including for payments made to suppliers under the Materials Financing Program for which the associated funding transaction is charged back, reversed or returned, you authorize BuildrFi to collect such amounts from your Billing Account, Payment Account, or other available payment methods. If you do not have sufficient funds available to fulfill such payment, BuildrFi may engage in collection efforts and/or other legal actions to recover such amounts from you.
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2.7 Inactive Accounts.
If your BuildrFi Account becomes inactive because you do not use the applicable Service for an extended period of time or because you have not linked a valid bank account, BuildrFi reserves the right to render your Account inactive and suspend your ability to use the Service.
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2.8 Free Trial.
For Authorized Users eligible for a free trial of the Services, we will make the Services available on a trial basis free of charge until the earlier of a) the end of the stated trial period; b) the start date of any new Subscription Account or c) the termination of the trial by us in our sole discretion. If you choose to change your Subscription Account, your access will be limited to services included in that tier. For expiration and cancellation of your BuildrFi Subscription Account, please see details below.

3. DEACTIVATING A USER OR CANCELING YOUR BUILDRFI ACCOUNT
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3.1 Your Right to Cancel.
You may request to deactivate an Authorized User or cancel your BuildrFi Account at any time by submitting a request through your BuildrFi Account and paying any applicable remaining Service Fees, outstanding Materials Financing Program balances, and/or other charges accrued up to the effective date of cancellation.
3.2 Effective Date of Cancellation: Subscription Accounts.
This section applies if you have a monthly subscription to use the Service (a "Subscription Account"). When you request to cancel your Subscription Account, the cancellation will be effective on the last day of the then-current billing cycle for your Subscription Account, if there are no outstanding Materials Financing Program balances on the BuildrFi Account. If there are outstanding Materials Financing Program balances that will not be paid in full by the last day of the billing cycle in which you request to cancel your Subscription Account, the account cancellation will be effective once all such balances are paid in full. BuildrFi reserves the right to void any pending financing approvals that have not been processed on or before the effective date of account cancellation, without any liability to you. You will be responsible for all Service Fees that accrue up to the effective date of cancellation. ANY USER DATA YOU ENTERED INTO A SERVICE AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR FOR YOU WILL NO LONGER BE AVAILABLE UPON THE CANCELLATION OF THE SUBSCRIPTION ACCOUNT.
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3.3 Effective Date of Cancellation: Non-Subscription Accounts.
If You do not have a Subscription Account with BuildrFi, your request to cancel your BuildrFi Account will be effective on (i) the date the request is processed, (ii) the date on which all outstanding Materials Financing Program balances are paid in full, or (iii) the date all amounts due and owing, including any fees, for any Service, are paid in full, whichever is latest. You will be responsible for all Service Fees, costs, expenses, and other fees, as applicable, that accrue up to the effective date of cancellation.
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3.4 Your Documents.
If you cancel your BuildrFi Account, BuildrFi may maintain copies of any information or data that you upload to or create in the Service, such as your Authorized User data, bills, and documents, as required or permitted by law, this Agreement, or our Privacy Policy.

4. ACCOUNT SECURITY
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4.1 Authorized User Account Creation and Login Credentials.
To use the Service, you may be required to register a BuildrFi Account and/or to enroll as an Authorized User. Authorized Users may be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the Authorized User's "Login Credentials"). You are responsible for securing, safeguarding, and maintaining the confidentiality of Login Credentials. To the extent allowed by law, the Organization accepts responsibility for all access to and activities on your Account and all transactions that result from such access and activities authenticated through Authorized User Login Credentials, without regard to whether (a) such access and activities were authorized or not, or (b) an Authorized User allows, whether through action or inaction, a person to gain access to Login Credentials, with or without permission.
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4.2 Commercially Reasonable Security Procedures.
You acknowledge and agree that BuildrFi's security procedures as described in this Agreement are a commercially reasonable method of verifying your identity and instructions, providing security against unauthorized instructions and fraud, and protecting your Account.
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4.3 Lost, Stolen or Compromised Account or Login Credentials.
You agree to immediately notify BuildrFi if you believe or suspect that your BuildrFi Account has been compromised or accessed without authorization, or that any Authorized User Login Credentials have been lost, stolen or compromised, or that someone has attempted or may attempt to make unauthorized transactions through your account.
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4.4 Liability for Unauthorized Access or Transactions.
To the extent allowed by law, you agree to be bound by all instructions or transactions initiated in compliance with BuildrFi's security procedures and this Agreement, whether or not authorized. You agree that you will be liable for all losses resulting from the theft, loss, compromise, or unauthorized use of your BuildrFi Account or Authorized User Login Credentials, unless (i) you have notified BuildrFi of possible theft, loss, compromise or unauthorized use immediately upon discovery, and (ii) we have had a reasonable opportunity to act on that notice. You will also be responsible for any losses resulting from any compromise of your systems. You agree that you will be responsible and liable for transactions containing inaccurate instructions or other errors, unless limited by law. Upon your timely report, we may, in our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous transactions on your behalf, but BuildrFi will have no responsibility, obligation, or liability in relation to such transactions or any reversal or recovery attempts.
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4.5 Access through Third Party Platforms.
If Authorized Users choose to access your Account through a third party platform, you are responsible for ensuring that the third party platform and its login protocol are sufficiently secure to protect Authorized User Login Credentials and your BuildrFi Account, and you accept full responsibility and liability if access through the third party platform leads to the compromise of Authorized User Login Credentials or your BuildrFi Account.
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5. RESPONSIBILITY FOR COMPLIANCE WITH EMPLOYMENT LAW
To the extent that you use the Service in connection with payments to independent contractors, you expressly acknowledge and agree that you (not BuildrFi) are responsible for compliance with all wage and hour laws, and all applicable laws regulating the time, place, and manner of payments for their service. BuildrFi provides software to help you manage your business. However, you (not BuildrFi) are responsible for complying with all laws pertaining to the classification of independent contractors and payment for their services. You represent and warrant that any funds directed to independent contractors is for services rendered for business purposes only.
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6. ACCEPTABLE USE
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6.1 Acceptable Use Policy.
You will not, and will ensure that Authorized Users do not, use the Service in connection with any activity, business or industry prohibited under these Terms and this Agreement. BuildrFi reserves the right, in its sole discretion, to update or change its policies at any time. You are solely responsible for ensuring that your and any Authorized Users' use of the Service complies with this Agreement.
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6.2 Service for Authorized and Lawful Purposes Only.
You agree that you will, and will ensure that Authorized Users will, use the Service only as permitted by applicable law and solely for authorized purposes, consistent with this Agreement. You will not, and you will not allow any Authorized User or third party, to:
• Access, monitor, or attempt to access or monitor any of BuildrFi's materials, systems, programs, or data that are not available for your or public use, or in any way not expressly permitted under this Agreement;
• Copy, reproduce, republish, upload, post, transmit, or distribute in any way material or content from the Service;
• Work around any technical limitations in the Service, or decompile, disassemble, or otherwise reverse engineer the Service;
• Perform or attempt to perform any actions that could interfere with the proper operation of the Service, prevent access to or use of the Service by BuildrFi's other licensees or users, or impose an unreasonable or disproportionately large load on BuildrFi's infrastructure;
• Intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;
• Perform any fraudulent activity, including but not limited to impersonating any person or entity, claiming a false affiliation accessing any other Service account without permission, or falsifying or misrepresenting your information;
• Export or use the Service in a manner, which may be subject to export restrictions imposed by US law;
• Upload any harmful, obscene, abusive or offensive language through the Service;
• Use or alter any intellectual property of BuildrFi, except as permitted under this Agreement;
• Transfer or assign the rights granted to you under this Agreement;
• Otherwise use the Service except as expressly allowed under this Agreement; or
• Take any action detrimental to our provision of the Service, including (i) the provision of outdated, false, inaccurate, or incomplete information; (ii) allowing other individuals to access or use your Account; (iii) using an anonymizing proxy; (iv) using the Service in a manner that results in or may result in complaints, disputes, claims, chargebacks, fees, fines, penalties and other liability to BuildrFi, a third party, or you; (v) facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; (vi) using any robot, spider, other automatic device, or manual process to access, monitor or copy our website without our prior written permission; (vii) using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Service; (viii) taking any action that may cause us to lose any of the services provided by our third-party service providers, payment processors, or other suppliers; or (ix) reselling, re-skinning, or otherwise distributing our Service.

6.3 Restricted Activities and Prohibited Payments.
You acknowledge and agree that you will not use, or allow a third party to use, the Service for (i) the payment or financing not in direct exchange for a rendered good or service, or other business purpose as permitted under these Terms, this Agreement, or other agreements you have with BuildrFi, or (ii) any of the businesses or activities listed in the Prohibited Business and Payments Schedule.
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6.3.1
You may not use, or allow a third party or Authorized User to use, the Service for the payment of, financing of, or the offering of services, in or related to, any of the activities or businesses listed on the Prohibited Business Schedule, which may be updated from time to time by BuildrFi in its sole discretion.
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6.4 No Marketing.
If BuildrFi provides you with information about another user of the Service, you acknowledge and agree that you will not use the information for any purpose other than the purpose for which the information is provided to you. You may not disclose, sell, rent, or distribute another user's information for any purpose unrelated to your use of the Service. You may not use the information for marketing purposes unless you separately obtain the appropriate consent of the specific user to do so.
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7. ANTI-MONEY LAUNDERING, OFAC, AND KNOW YOUR CUSTOMER
The Service may be governed by OFAC regulations and/or anti-money laundering regulations. You may be asked to provide information requested for purposes of provision of the Service in compliance with applicable laws and regulation and may be used in conjunction with other information we have in connection with your use of the Service, including, but not limited to, your name, address, date of birth, identification documents, and other information that will allow us to identify you, as well as business-related documents.
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7.1 No Office of Foreign Assets Control ("OFAC") Sanctions.
You represent and warrant that (i) you are not located in a country that is subject to U.S. Government sanctions, embargos, or that has been designated by the U.S. Government as a Specially Designated National (SDN) or "terrorist supporting" country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties, such as the Specially Designated National and Blocked Persons List, and (iii) no person from or to whom you receive or make payments using the Service is subject to OFAC sanctions; (iv) the entity you are acting on behalf of is not, 50% or more, owned or controlled by any sanctioned person, whether individually or in the aggregate, or by anyone who can be otherwise considered a US sanctions target by operation of law.
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7.2 Verification Required.
We reserve the right to refuse to allow you or any of your Authorized Users, payees, or customers to use or participate in the Service if we are unable to obtain or verify information relating to identity or financial condition, including of your representatives or beneficial owners. Notwithstanding any steps that we take to verify the information provided to us, you represent and warrant that all information you provide is complete, truthful, accurate, and up-to-date.
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7.3 Review of Accounts and Financing Requests.
You grant to us, and BuildrFi reserves the right, to review or place on hold any BuildrFi Account or any financing request through the Service for any reason, including but not limited to credit and fraud risk or failure to comply with applicable laws, such as anti-money laundering regulations, combating terrorist financing laws, and OFAC sanctions. In our sole discretion, BuildrFi may place a hold on a financing request for as long as reasonably necessary to conduct an appropriate inquiry regarding the request, a BuildrFi Account, the Organization, any Authorized User, individual, or representative associated with the Organization, its supplier, as applicable, or any related facts or circumstances. Depending on the results of this review, BuildrFi reserves the right to take any appropriate action, including canceling the financing request or continuing to hold the financing request pending instructions from a government agency.
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7.4 Reports.
You acknowledge that we may make appropriate reports regarding transactions made through the Service, including but not limited to financial institutions, regulators, tax agencies and law enforcement authorities, as required or permitted by law, and we will cooperate with the appropriate authorities in any resulting investigation or prosecution.
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8. NO ASSIGNMENT OR TRANSFER.
You may not assign or transfer the Agreement, in whole or in part, without BuildrFi's written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. BuildrFi may assign its rights or delegate its obligations hereunder without your consent. Subject to these restrictions, the Agreement will inure to the benefit of the successors and permitted assigns of the parties.

9. RIGHTS WE GRANT TO YOU

9.1 License We Grant to You.
Subject to this Agreement, including payment of all Service Fees, BuildrFi grants you a limited, non-exclusive, non-transferable license to access and use the Service, and allow Authorized Users to access and use the Service solely for your own internal business purposes and for so long as you are authorized by BuildrFi to access and use the Service. You acknowledge and agree that if you are in violation of this Agreement, BuildrFi may, in its sole discretion and without notice to you, immediately suspend or terminate your right to access and use the Service.

9.2 Reservation of Rights by BuildrFi.
BuildrFi reserves and retains all rights in the Service not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. BuildrFi and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service. Except as expressly set for herein, this Agreement does not give you any rights in BuildrFi's or its licensors' intellectual property, including its trademarks or service marks.

10. RIGHTS YOU GRANT TO US

10.1 Right to Refuse Service.
You grant to us, and BuildrFi reserves the right, to limit or to refuse to process or approve any financing request initiated or requested through the Service, in our reasonable discretion, without any liability to you. BuildrFi will use commercially reasonable efforts to provide notice promptly if we decide to limit or to refuse to process or approve a financing request. This notification is not required if the request is prohibited by law or this Agreement.

10.2 Transaction Limits.
When you use the Service, we reserve the right, in our sole discretion, to impose limits on the amount of financing approved through the Service, on a per transaction or a cumulative basis, and to change those limits at any time, without any liability to you. If we impose or change such limits, we will use commercially reasonable efforts to provide notice to you, but will not be required to do so.

10.3 Right of Set Off.
To the extent permitted by law, you grant to us the right to apply or set off any money or credit balance in which you have an interest and which is in our possession, custody or control, in satisfaction of any amounts or liabilities that you owe to us under this Agreement or otherwise.

10.4 Account Termination.
BuildrFi reserves the right to suspend or terminate your BuildrFi Account or your access to the Service at any time, for any reason (including for a violation of this Agreement, failure to pay applicable Service Fees, or inactivity), in our reasonable discretion, without any liability to you. If we suspend or terminate your account or access to the Service, we will use commercially reasonable efforts to provide notice to you, but will not be required to do so.

10.5 Marketing.
To the extent permitted by law, you agree that BuildrFi may list or identify you as a customer of BuildrFi, including through the use of your brand or logo, for our marketing or promotional purposes. You may revoke this consent at any time by changing your account profile settings, if applicable, or by contacting BuildrFi.
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10.6 Right to Contact You.
As permitted by law, your use of or interaction with the Service constitutes your consent to receive informational calls and text messages from BuildrFi at any telephone number provided to us in connection with your BuildrFi Account. We may place these calls or texts for any purpose consistent with this Agreement or our Privacy Policy, including to provide multi-factor authentication or a one-time password, notify you regarding your account, help you with your BuildrFi account, or resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from BuildrFi at any time by contacting BuildrFi.
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10.7 Recording of Telephone Calls.
You understand and agree that BuildrFi may, in its sole discretion, itself or using a third party service, monitor any telephone calls between you and its employees, contractors or agents for purposes of quality control and for BuildrFi's own protection. If you do not consent to the recording of telephone calls by BuildrFi, your only remedy is to not engage with BuildrFi by means of a telephone call.
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10.8 Feedback.
If you give to BuildrFi any idea, proposal, suggestion, or feedback, including, without limitation, ideas for new products, technologies, promotions, product names, product feedback, and product improvements ("Feedback"), you give to BuildrFi, without charge, royalties, or other obligation to you, the right to make, have made, create derivative works, use, share, and commercialize your Feedback in any way and for any purpose. BuildrFi will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to BuildrFi any information or ideas that you consider to be confidential or proprietary.
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11. USER DATA

11.1 BuildrFi's Access to User Data.
If you upload, store, share, or otherwise process documents, information, data and other content ("User Data") in connection with the Service or sync User Data from your accounting software to the Service, you consent to BuildrFi's access and processing of User Data in accordance with our Privacy Policy, this Agreement, the settings on your BuildrFi Account, or the features of the Service you elect to use. BuildrFi reserves the right to remove or delete User Data from the Service for any reason, including if the User Data violates this Agreement or applicable law, in BuildrFi's reasonable discretion, without any liability to you. Except as otherwise provided in this Agreement, we do not claim ownership of any User Data.

11.2 No Monitoring.
You acknowledge and agree that BuildrFi has no responsibility to monitor or police your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as User Data, and BuildrFi will not be responsible for the content of any such communications, data, or transmissions. However, BuildrFi reserves the right, at all times, to review, retain, and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.

11.3 BuildrFi Access to Technical Data.
You agree that BuildrFi may collect and use technical data and related information (including but not limited to information about your device, system and application software, and peripherals), to provide you with the Service, product support, risk and fraud management and other services related to the Service, and to track and report your activity inside of the Service. You understand that BuildrFi may also use aggregated and anonymized such technical data and related information for analytics purposes. Please see our Privacy Policy [https://www.buildrfi.com/privacy-policy] for more details on how BuildrFi collects, uses, shares and protects your information.
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11.4 No Liability.
Subject to our Privacy Policy, you agree that BuildrFi will have no responsibility or liability with respect to any User Data that you request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any User Data that your request to have deleted from the Service, other than as provided under this Agreement.

12. MATERIALS FINANCING PROGRAM

12.1 Materials Financing Program Overview
BuildrFi offers a Materials Financing Program which enables eligible businesses to finance the purchase of construction materials from their suppliers. Detailed information about this program is available at buildrfi.com/materials-financing-program. By applying for or using the Materials Financing Program, you agree to the terms and conditions of this Agreement and any additional terms specific to the Materials Financing Program.

12.2 Nature of Financing
The Materials Financing Program enables you to pay for materials purchased from your suppliers over time according to the payment terms you select. Through this program, BuildrFi pays your suppliers directly for the materials you purchase (less any required deposit from you) and you repay BuildrFi according to the agreed-upon terms.

12.3 Application and Approval Process
To participate in the Materials Financing Program, you must submit an application through your BuildrFi Account. BuildrFi, in its sole discretion, will determine your eligibility and any applicable terms based on various factors including, but not limited to, your creditworthiness, business history, the nature of the materials being financed, and other criteria determined by BuildrFi. BuildrFi reserves the right to reject any application or to limit your participation in the program for any reason.

12.4 Deposit Requirement
You may be required to pay a deposit directly to BuildrFi for each transaction financed through the Materials Financing Program. The amount of the deposit will be communicated to you at the time of approval.

12.5 Payment Terms
Through the Materials Financing Program, you may be offered multiple flexible payment term options. Available payment terms will be communicated to you during the approval process. You agree to repay BuildrFi in accordance with the payment terms you select for each transaction.

12.6 Fees
You agree to pay all applicable fees associated with the Materials Financing Program, which may include a processing fee and a financing fee. The specific fees applicable to your transaction will be disclosed to you at the time of approval. You understand that fees may vary based on the payment terms you select and other risk factors determined by BuildrFi.

12.7 Payment to Suppliers
Upon approval of your financing request, BuildrFi will pay your supplier directly for the materials purchased, less any deposit you are required to pay. You acknowledge that BuildrFi's payment to the supplier satisfies your payment obligation to the supplier for that purchase.

ELECTRONIC PAYMENTS SCHEDULE
1. Electronic Payments.
Your use of the Service will include your consent and authorization for BuildrFi to process and originate electronic ACH debits and credits. BuildrFi is not a money transmitter or a money services business. BuildrFi's role in providing the Service is limited to receiving and processing payment instructions from you and your suppliers. For the Materials Financing Program, payment funds (other than any applicable Service Fees, or certain amounts owed to BuildrFi under other agreements) are sent directly to your suppliers. BuildrFi operates as a software platform that facilitates payments. You grant BuildrFi the right to instruct financial institutions to receive funds from you and to then send funds to your suppliers based on your instructions.

2. ACH Rules

2.1 Applicable Rules and Law.
You agree that all electronic ACH transactions requested or processed in connection with your BuildrFi account or your use of the Service are subject to this Agreement, the Operating Rules of the National Automated Clearing House Association ("NACHA Rules"), and all other applicable laws, rules and regulations, which may include Uniform Commercial Code Article 4A or Regulation E. For purposes of ACH debits and credits, and all electronic payments made or received through the Service, you agree and represent that you: • understand and agree that all payments processed through the Service are funded by an electronic withdrawal (an "ACH debit") processed through the ACH Network from the bank account of the party making payment; • authorize BuildrFi to initiate and process ACH debits and credits in accordance with your payment instructions and as provided under this Agreement; • agree to be subject to and comply with this Agreement, the NACHA Rules, and all other applicable laws, rules and regulations as the Originator under the NACHA Rules, and acknowledge that you have a copy of or access to the NACHA Rules; • will not originate any ACH transactions that violate the laws of the United States; and • have and maintain all necessary authorizations under the NACHA Rules and approvals from each supplier for BuildrFi to credit the supplier's bank account and represent and warrant that your supplier certifies, or you have the authority to certify on behalf of your supplier, that the supplier's bank account is enabled for ACH payments.

2.2 ACH Transaction Parameters.
BuildrFi may reject any ACH transaction at any time, either with or without cause. You have no right to cancel or amend an ACH transaction after we have initiated it. We may use commercially reasonable efforts to act on a request by you for cancellation of an entry prior to transmitting it. We shall have no liability if any requested cancellations or reversals are not affected.

2.3 Authorization for Processing.
You represent and warrant that you have obtained all necessary consents and authorization for the processing and origination of electronic ACH debits and credits to and from your accounts.

2.4 Returned Entries.
We will notify you of the receipt of a returned Entry no later than one Business Day after the settlement day of such receipt. We will not dishonor any returned Entry unless you provide us such request in writing, together with any relevant information required under the NACHA Rules, and we receive the written request and information within the relevant timeframe for dishonoring such entry. Notice by us of a returned Entry shall be effective when given.

3. ACH Debits

3.1 Debits from Your Payment Account.
When you use the Materials Financing Program or other payment services we may offer, you are responsible for the payment amount and agree to fund the payment to BuildrFi. To fund the payment, you authorize BuildrFi to process an ACH debit from your Payment Account in the full amount of each payment requested. If there are insufficient funds in the Payment Account to fund the transaction, your transaction may not be processed. If an ACH debit from your Payment Account to fund a payment made by you through the Service is rejected or returned by your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE TO PAY THE AMOUNT OF THE RETURNED DEBIT DIRECTLY TO BUILDRFI WITHIN 10 BUSINESS DAYS. You agree that we may resubmit a returned or rejected ACH debit to your Payment Account, in our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding ACH debit. You certify that your Payment Account is enabled for ACH debits, and agree to reimburse BuildrFi for all penalties and fees incurred if any funding ACH debit is returned because your Payment Account was not properly configured to accept ACH debits. If an ACH debit processed by us from your Payment Account is rejected or returned for any reason, we reserve the right to suspend all financing approvals or payments from your BuildrFi account, or to terminate your BuildrFi account, all in our sole discretion.

3.2 Returns and Maintaining Sufficient Funds.
When using the Service, you understand and agree that it may take more than sixty (60) days for BuildrFi to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in your Payment Account to satisfy all obligations to BuildrFi in connection with your BuildrFi account or your use of the Service, including returns, reversals, and associated fees, and to add funds immediately if BuildrFi notifies you that your funds are insufficient.

4. Payment Authorization and Instructions

4.1 Payment Authorization.
When you add a Payment Account to your Account or use the Materials Financing Program or other payment services, you represent and warrant: (a) You have the authority to and do authorize the initiation of ACH debit or credit entries, as applicable, to the Payment Account in accordance with any payment instructions provided in connection with your BuildrFi account or use of the Service, and, as necessary, the initiation of adjustments or reversals as provided under this Agreement, or applicable law, rules or regulations; (b) Each payment or transaction that you request through the Service complies with this Agreement and applicable law, regulations and rules.
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4.2 Payment Instruction Authorizations.
When you provide supplier information to your BuildrFi account, you authorize us to follow the payment instructions that we receive from you to pay that supplier. BuildrFi reserves the right to refuse to make payments to any supplier, in BuildrFi's sole discretion.
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4.3 Process Dates.
Payment transactions made through the Service require sufficient time for your supplier to receive payment. You agree that you are solely responsible for scheduling payments with appropriate lead time. You understand that the selection of a future payment date may not be available for all products and services.
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4.4 No Warranty or Representation.
When provided by BuildrFi, estimated payment dates are for convenience only, and BuildrFi does not guarantee that a payment to a supplier will be made within any specific time frame, and BuildrFi disclaims any responsibility or liability if a payment is not made on or before any specific date. It is your sole responsibility to ensure that payment to a supplier is made as required by agreement, contract or law. Except as otherwise agreed or required by law, you will be solely responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after their due date.

12.9 Late Payments
If you fail to make any payment when due, you may be charged late fees as disclosed in your approval terms. BuildrFi reserves the right to suspend your access to the Materials Financing Program or to the Service in its entirety if payments are not made when due.
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12.10 Security Interest and UCC-1 Filing
To secure your obligations under the Materials Financing Program, you grant to BuildrFi a security interest in the materials financed through the program and any proceeds thereof. You authorize BuildrFi to file a UCC-1 financing statement or other documents to perfect this security interest. You agree to cooperate with BuildrFi in executing any documents required to create and perfect this security interest.
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12.11 Representations and Warranties
You represent and warrant that: (a) All materials financed through the Materials Financing Program will be used solely for business purposes related to the construction industry; (b) You have the authority to grant BuildrFi a security interest in the materials; (c) You will use the materials in accordance with all applicable laws and regulations; (d) All information you provide to BuildrFi in connection with a financing request is true, accurate, and complete.
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12.12 Default
You will be in default under the Materials Financing Program if: (a) You fail to make any payment when due; (b) You breach any representation, warranty, or covenant in this Agreement; (c) You become insolvent, file for bankruptcy, or have a receiver appointed; (d) Any information you provided to BuildrFi in connection with your application or a financing request is false or misleading.
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12.13 Remedies Upon Default
If you default under the Materials Financing Program, BuildrFi may: (a) Require immediate payment of all outstanding amounts; (b) Enforce its security interest in the materials; (c) Terminate your access to the Materials Financing Program or to the Service; (d) Exercise any other rights available to BuildrFi under applicable law.
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12.14 Commercial Purpose
You acknowledge and agree that the Materials Financing Program is designed exclusively for business purposes related to the construction industry. You represent and warrant that all materials financed through the program will be used solely for commercial purposes and not for personal, family, or household purposes.
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12.15 Program Changes
BuildrFi reserves the right to modify or discontinue the Materials Financing Program, or any aspect thereof, at any time. Any changes to the program will not affect your existing obligations for approved financing.

13. WARRANTY AND DISCLAIMER
THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. BUILDRFI DOES NOT WARRANT THAT THE SERVICE ARE COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. BUILDRFI FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BUILDRFI OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

14. THIRD-PARTY SERVICES, WEBSITES, AND PRODUCTS
Through the Service, you may directly or indirectly access third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services ("Third-Party Services"). If you decide to use Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third-Party Services. The Service may contain links to third party websites. Your browsing and interaction on a third party website, including those that have a link in the Service is subject to that website's own terms, rules and policies. Such third-party websites are not governed by this Agreement. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Service to a third-party website, our Privacy Policy is no longer in effect.
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14.1 No Control Over Third-Party Services.
BuildrFi does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, BuildrFi does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.
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14.2 Terms of Third-Party Services and Disputes.
Third-Party Services may have their own terms of use, licenses or privacy policies, and may have different practices and requirements from BuildrFi. You are solely responsible for reviewing any terms of use, privacy policies or other terms governing your use of these Third-Party Services, which you use at your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any Third-Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third-Party Services with that third party directly in accordance with the terms and conditions of that relationship.
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14.3 Disclaimer of Liability for Third-Party Services.
You are solely responsible for taking the precautions necessary to protect yourself from fraud when using Third-Party Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. BuildrFi disclaims any and all responsibility or liability for any harm resulting from your use of Third-Party Services, and you irrevocably waive any claim against BuildrFi with respect to the content or operation of any Third-Party Services.
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14.4 Synching BuildrFi with Your Accounting Software.
If you choose to synchronize your BuildrFi Account and your accounting software, you understand and agree that you are solely responsible, and BuildrFi is not responsible, for the information and data that you choose to synchronize and share between your BuildrFi Account and your accounting software. If you choose to link your BuildrFi Account to your accounting software, you are making a determination that the accounting software is sufficiently secure to protect your BuildrFi Account. When you use third party accounting software, you understand and agree that use is subject to the terms of service and privacy policy of the software provider.
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14.5 Third Party Disputes.
BUILDRFI IS NOT AFFILIATED WITH ANY OTHER BUILDRFI USER, CARRIER, SERVICE PROVIDER, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER BUILDRFI USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, A USER'S EMPLOYER, IS DIRECTLY BETWEEN THE USER AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE BUILDRFI (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
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15. LIMITATION OF LIABILITY
IN NO EVENT SHALL BUILDRFI BE LIABLE TO YOU, ANY AUTHORIZED USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT BUILDRFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. BUILDRFI WILL NOT BE LIABLE FOR ATTORNEYS' FEES, EXCEPT AS REQUIRED BY LAW. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL BUILDRFI'S AGGREGATE LIABILITY TO YOU, ANY AUTHORIZED USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL SERVICE FEES PAID BY YOU TO BUILDRFI IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED USD ($100.00), WHICHEVER IS LESS, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.
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16. GOVERNING LAW; CHOICE OF FORUM
The law of the State of Delaware shall govern all matters arising out of, in connection with or relating to this Agreement, without reference to conflict of law provisions, and the Parties agree that the state or federal courts located in the State of Delaware shall be the exclusive venue for all claims filed in court. No claim may be brought in any other jurisdiction except as provided in accordance with other agreements you may have with BuildrFi.
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17. INDEMNITY
You agree to defend, indemnify, and hold harmless BuildrFi and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your violation of any portion of this Agreement, or any applicable law or regulation; (b) your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; (c) any dispute or issue between you and any third party; (d) any other person's access and use the Service with Authorized User Login Credentials; or (e) your or an Authorized User's access to or use of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
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18. GENERAL

18.1 Compliance with Laws.
You agree to comply with all applicable laws and regulations with respect to the Service and your use of the Service, including without limitation any export laws and regulations of the United States.

18.2 Complete Agreement and Survival.
This Agreement together with any other BuildrFi documents, policies, schedules, and/or agreements referenced herein sets forth the entire understanding between you and BuildrFi with respect to the Service. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 15 (Limitation of Liability), 16 (Governing Law; Choice of Forum), 17 (Indemnity), and 18 (General). If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

18.3 Intellectual Property.
"BuildrFi", and all logos related to BuildrFi, are either trademarks or registered trademarks of BuildrFi or its licensors. You may not copy, imitate or use them without BuildrFi's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of BuildrFi. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the BuildrFi website, any content thereon, the Service, the technology related to the Service, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of BuildrFi and its licensors.

18.4 Force Majeure.
BuildrFi shall not be liable for any issues or delayed performance caused by circumstances beyond BuildrFi's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, war, epidemics or pandemics, strikes or other labor problems, service provider failures or delays.

18.5 Assignment.
You may not transfer or assign any rights or obligations you have under this Agreement without BuildrFi's prior written consent. BuildrFi reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

18.6 Severability.
If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
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18.7 No Waiver.
The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.
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19. CONTACTING BUILDRFI
Unless otherwise stated in this Agreement, notices, inquiries, and requests to BuildrFi should be emailed to support@buildrfi.com. Please note that email communications sent to BuildrFi for Account-related matters (e.g., refund requests, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identity verification in order to obtain information or change settings.