bidbld SOFTWARE USER AGREEMENT

Effective Date: 7-1-2025

Last Updated: 7-3-2025

This User Agreement ("Agreement") governs your use of the Contractor Estimating & Project Management Software (the “Service”), provided by

bidbld ("Company", "we", "us", or "our"). By creating an account, accessing, or using our Service in any way, you agree to be bound by

the terms of this Agreement.

CORE PURPOSE

bidbld is a cloud-based estimating platform designed specifically for residential remodeling contractors Whether you're managing kitchen remodels, room additions, or whole-home upgrades, our intuitive tools are built to help you estimate faster, sell smarter, and manage projects with confidence. We also proudly serve contractors who specialize in the renovation loan market, including FHA 203K, Fannie Mae Homestyle, and Choice Renovation projects. bidbld simplifies the complex documentation and formatting requirements demanded by lenders, HUD consultants, and draw inspectors—so you can focus more on the job and less on paperwork.

ELIGIBILITY

You must be at least 18 years of age and legally capable of entering into binding contracts under applicable law. By registering for or using the Service, you represent and warrant that you meet these requirements. If you are registering on behalf of an entity, you further represent and warrant that you have the authority to bind that entity to this Agreement.

ACCOUNT REGISTRATION

To access and use the Service, you must create an account. You agree to provide accurate and complete information during registration and to keep it up to date. You are solely responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account. You must promptly notify us of any unauthorized use or suspected breach of your account security.

FREE TRIAL

We may offer new Users a limited-time free trial of the Service, as described on our website or in promotional materials. Trial eligibility and duration are determined at our sole discretion and may be modified or withdrawn at any time without notice. At the end of the trial period, access to the Service will be suspended unless you upgrade to a paid Subscription Plan. We reserve the right to delete any data associated with trial accounts that are not converted within a reasonable time after expiration.

SUBSCRIPTION & BILLING

Subscriptions are billed monthly or annually based on your selected plan.

Fees, features, and limits for each plan are described on our website and are subject to change.

All payments are non-refundable, except where required by law.

You authorize bidbld to charge your designated payment method on a recurring basis until cancellation.

CANCELLATION & TERMINATION

You may cancel your subscription at any time via your account dashboard. Cancellation will be effective at the end of your billing period.

bidbld may suspend or terminate your account immediately for violations of this Agreement, non-payment, or unlawful use of the Service.

LICENSE & RESTRICTIONS

You are granted a limited, non-exclusive, non-transferable, revocable license to use the Platform solely for internal business purposes and in accordance with this Agreement.

Prohibited Uses:

Reverse engineer, decompile, or disassemble any portion of the Service;

Use the Service for any unlawful or unauthorized purpose;

Resell, sublicense, or share the Service without written consent;

Use automated scripts or bots in a way that disrupts the Platform.

DATA & PRIVACY

By using the Service, you authorize us to store, process, and transmit your data solely for the purpose of delivering the Service. Data will be handled in accordance with our [Privacy Policy], which forms part of this Agreement.

DATA RETENTION

All data associated with an active account will remain accessible. Upon cancellation or termination, your data will be retained for ninety (90) days from the effective date of closure. After this period, bidbld may permanently delete your data, and it will no longer be recoverable. You are solely responsible for exporting or backing up your data before account closure or within the retention window.

USER LIMITS

Each paid subscription includes access for up to three (3) individual users. Adding more users may require an upgraded plan or may incur additional charges, as outlined in our published pricing tiers.

PRICING DATA & LIABILITY

bidbld strives to provide accurate, up-to-date pricing data within the Service; however, such information is offered as a convenience and may not reflect real-time market or supplier prices. Users are solely responsible for verifying all pricing data before use. bidbld shall not be liable for any inaccuracies, outdated information, or resulting consequences. By using the Service, you agree to hold bidbld harmless from any claims, losses, or damages arising from your reliance on pricing or cost data provided in the Platform.

INTELLECTUAL PROPERTY

All intellectual property rights in the Service—including software code, interfaces, graphics, trademarks, logos, and content—are and shall remain the exclusive property of bidbld or its licensors. No rights or licenses are granted to you except as expressly stated in this Agreement. Unauthorized use may result in termination and legal action.

WARRANTY DISCLAIMER

The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, bidbld disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure.

LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, bidbld shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, goodwill, data, or other intangible losses arising from or related to your use of the Platform. Our total liability for any claim under this Agreement shall not exceed the amount paid by you to bidbld in the six (6) months preceding the claim.

MODIFICATIONS AND AMENDMENTS TO THIS AGREEMENT

We may update this Agreement. Changes will be communicated via email or through the Platform and will take effect no sooner than thirty (30) days after notice is given. Continued use of the Service following any update constitutes your acceptance of the revised terms.

GOVERNING LAW

This Agreement is governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict of law principles. Any legal action or proceeding related to this Agreement shall be brought exclusively in the state or federal courts located in Indianapolis, Indiana.

CONTACT INFORMATION

For questions regarding this Agreement, you can contact us at:

Email: [email protected]

Phone: 1-855-962-5368

Address: bidbld 1604 Home Avenue, Columbus, IN. 47201

ADD-ON SERVICES AND THIRD-PARTY TOOLS

From time to time, Users may purchase optional features or enhancements on an à la carte basis ("Add-On Services"). These may include, but are not limited to, third-party integrations such as Hover, additional Visualizer Tokens, or other external tools. All Add-On Services are subject to separate pricing and are not included in the base Subscription Plan.

By purchasing or using any Add-On Service, you acknowledge and agree that such services may be delivered by third-party providers, and bidbld acts solely as a facilitator. bidbld does not guarantee the performance, functionality, availability, or accuracy of third-party services and expressly disclaims all responsibility or liability for any issues arising from their use.

Users are solely responsible for reviewing and accepting any applicable third-party terms of use or privacy policies. All issues, support, or disputes regarding these services must be directed to the third-party provider. You agree to hold bidbld harmless from any claims, damages, or losses arising from or related to Add-On Services.

THIRD-PARTY FINANCIAL SERVICES AND PRODUCT OFFERINGS

The Platform may provide Users access to or facilitate applications for financial-related services, including but not limited to credit card processing, consumer financing, Buy Now Pay Later (BNPL) solutions, and mortgage products (collectively, "Financial Services"). All such services are offered and administered by independent third-party providers.

bidbld does not endorse, underwrite, manage, or guarantee any Financial Service and assumes no responsibility for decisions or outcomes made by the provider. Approval for Financial Services is subject to the sole discretion and criteria of the third-party provider.

Users understand that:

Not all applicants will qualify;

bidbld plays no role in determining eligibility or approving applications;

bidbld will only enable related features if and when the User is approved by the third party.

By exploring or using these services, you acknowledge and agree that any disputes, issues, or claims must be resolved directly with the third-party provider. You further agree to release bidbld from any liability relating to Financial Services access, use, denial, or terms.

ACCOUNT REGISTRATION AND AUTHORIZED USERS

To use the Service, you must register and maintain an account by completing an online registration form, which includes your company or professional email address and setting a password. If you are registering on behalf of a legal entity, you represent that you are duly authorized to bind that entity to this Agreement. Upon registration, you will receive an activation email to confirm your account. By activating the account, you make a legally binding offer to enter into this Agreement. Access will be granted upon bidbld’s acceptance of the offer.

You are responsible for maintaining accurate registration data and safeguarding your login credentials. All activity under your account is your responsibility. Unauthorized use must be reported to us immediately. The Customer's general terms and conditions shall not apply unless explicitly accepted in writing by bidbld.

SERVICES PROVIDED BY bidbld

bidbld is responsible for operating and maintaining the Platform. Services are provided via the internet for the duration of your Subscription Plan and as described on our website at www.bidbld.com. Outside of that scope, bidbld is not obligated to deliver specific features or configurations.

PLATFORM ACCESS & MAINTENANCE

We target 99% annual uptime, excluding scheduled maintenance and events beyond our reasonable control ("Force Majeure Events"), including but not limited to natural disasters, war, terrorism, governmental action, and labor disruptions. Emergency maintenance may be performed without prior notice to ensure security or operational stability. When possible, we will notify Users of planned maintenance in advance via email or platform alert.. Emergency updates may occur without prior notice to ensure platform security.

REFUND POLICY

All subscription fees for bidbld are billed in advance and are non-refundable, except as expressly stated in this policy.

SERVICE INTERRUPTIONS OF FAILURES

In the event of a service outage or system failure that materially disrupts your ability to access or use the core features of the platform for more than 24 consecutive hours, you may be eligible for a pro-rated credit or partial refund upon request. To qualify:

The issue must be caused by a failure on our part (not due to internet connectivity, third-party integrations, or user error).

You must submit a written request for a refund or credit within 7 days of the service disruption.

We reserve the right to verify and assess the impact of the outage before issuing any credits or refunds.

We do not provide refunds for temporary or minor interruptions that do not materially impact your ability to use the software.

SUBSCRIPTION CANCELLATION

If you cancel your subscription, your access will continue until the end of your current billing cycle, and no further charges will be incurred. We do not offer partial refunds for unused time on active subscriptions.

For more information or to request a refund or credit, please contact [email protected] with your account details and a brief description of the issue.

DATA BACKUP AND RESTORATION

bidbld performs daily backups of platform data, which are retained for a rolling period of seven (7) days. These backups are intended for system-level restoration in case of failure or data loss. However, individual verification of accuracy, completeness, or successful recovery is not guaranteed. Users remain responsible for independently backing up any critical Customer Content outside of the platform.

TEMPLATE INTELLECTUAL PROPERTY (IP) RISK DISCLOSURE

USER-SUBMITTED TEMPLATES

Our platform allows users to create, upload, and share custom templates for estimates, scopes of work, and related documents. By using, sharing, or modifying any user-submitted template, you acknowledge and agree to the following:

No Guarantee of Originality: bidbld does not verify or guarantee that user-submitted templates are free from copyright, trademark, or other intellectual property (IP) claims.

Use at Your Own Risk: You are solely responsible for ensuring that any templates you use, copy, or distribute comply with all applicable intellectual property laws and do not infringe on the rights of others.

Do Your Own IP Checks: We strongly recommend that you conduct your own due diligence and consult legal counsel as needed before relying on or commercializing any template obtained through the platform.

User Responsibility: By submitting a template, you represent and warrant that you own or have the necessary rights to share the content and that it does not violate any third-party IP rights.

bidbld is not liable for any legal disputes, damages, or losses arising from the use or distribution of templates provided by users.

DATA EXPORT AND RETRIEVAL POLICY

Access to Data After Termination

Upon termination or cancellation of your subscription, your account will enter a [15-day] grace period (unless otherwise specified by your plan). During this time:

You may access your account in read-only mode to retrieve and export your data.

You may download estimates, project files, templates, and other user-generated content in the formats supported by the platform.

After the grace period ends, your account and associated data may be permanently deleted from our systems, and we will not be able to recover it.

EXPORT OPTIONS

During the grace period, users can export:

Estimates and project data as PDF or CSV files

Template libraries and line items (where applicable)

Invoice and billing history

To request assisted export or a full data archive, contact [email protected] before the grace period ends. Additional processing time may be required for large data volumes.

Note: It is your responsibility to export and back up your data before the grace period expires.

NON DISCLOSURE

bidbld provides the Customer with documentation of the Platform as well as instructions for its use electronically in the English language online via its website. The Customer is not entitled to edit, publish, broadcast or make publicly available the documentation or instructions for use.

SUBCONTRACTORS

bidbld reserves the right to engage subcontractors or third-party service providers in the delivery of its services under this Agreement. The use of subcontractors will not relieve bidbld of its responsibilities under this Agreement.

PLATFORM DEVELOPMENT AND ENHANCEMENTS

bidbld may, at its sole discretion, develop, expand, or modify features of the Platform. Certain new functionalities may require a separate fee and be subject to additional terms. Features provided free of charge are considered optional benefits and may be withdrawn or modified at any time without creating future obligations. The Customer acknowledges that they are not entitled to future upgrades unless explicitly stated.

FUNCTIONAL CHANGES AND NOTIFICATION

bidbld may modify the functionality of the Platform where reasonably necessary, including for legal compliance, subcontractor changes, or system performance. If any change materially impacts existing features or obligations, bidbld will provide at least four (4) weeks’ advance notice via email.

HOSTING

All Platform-related services and Customer Products are hosted by bidbld. Some third-party tools (e.g., Typeform, Mailchimp) may be integrated for Customer use but are not hosted or controlled by bidbld.

TEMPLATE CONTRIBUTIONS

Users who submit templates grant bidbld a perpetual, sublicensable license to use and distribute them. bidbld reserves the right to edit or remove templates without notice.

CUSTOMER OBLIGATIONS, USE RESTRICTIONS, AND ACCESS CONTROL

You are responsible for:

Legal use of the Platform;

Ensuring content compliance with laws and rights;

Securing login credentials;

Regularly backing up your own data.

Access Restrictions

bidbld reserves the right to block access to the Platform or delete Customer Content or Customer Products if:

There is reason to believe that your login credentials have been misused, shared with unauthorized persons, or used by multiple individuals;

There is suspicion of unauthorized third-party access to your assigned IT environment;

Your Customer Content or Products violate applicable laws or this Agreement;

Technical measures necessitate immediate access restriction or removal;

bidbld is legally required to do so under court orders or regulatory authority directives;

You are more than fourteen (14) days delinquent in payment of agreed subscription fees;

You have provided false, outdated, or unreachable contact or billing information that disrupts necessary communication or billing activities;

You use the Platform or Service in a way that is illegal, abusive, or harmful to bidbld's brand or operations, including:

Distribution of hateful, defamatory, or discriminatory material;

Engagement in deceptive, fraudulent, or infringing practices;

Promotion of illegal content, malware, or unlicensed intellectual property;

Association of the Platform with criminal activities (e.g., gambling, narcotics, pornography, trafficking).

Where feasible, bidbld will provide at least one (1) business day’s notice of any access suspension or deletion. However, immediate action may be taken without notice where required to protect the security, functionality, or legal integrity of the Platform.

CANCELLATION

You may cancel your subscription at any time via your account dashboard. Cancellation will be effective at the end of your billing period.

bidbld may suspend or terminate your account immediately for violations of this Agreement, non-payment, or unlawful use of the Service.

SUSPENSION

bidbld reserves the right to suspend your access to the Platform, in whole or in part, without prior notice if:

You are in breach of this Agreement;

Your payment is past due;

Your use of the Platform threatens the security, stability, or integrity of the Platform or its users;

Suspension is required to comply with applicable laws or regulatory obligations;

There is reason to believe that unauthorized or harmful activities are occurring under your account.

Where feasible, bidbld will provide advance notice of a suspension and the opportunity to resolve the issue. Suspensions are temporary and access may be restored upon satisfactory resolution at bidbld's discretion.

TERMINATION

This Agreement may be terminated:

By you, at any time, by cancelling your Subscription through your account dashboard, effective at the end of your current billing cycle;

By bidbld, with thirty (30) days’ notice for any reason;

Immediately by bidbld for material breach, unlawful activity, or repeated non-payment.

Upon termination, your access to the Platform will cease, and all rights granted to you under this Agreement will terminate. Your data will be retained in accordance with the Data Retention policy. Any provisions that by their nature should survive termination shall remain in effect, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

USE OF AI TOOLS

The Platform may include optional AI-powered features ("AI Tools") designed to assist with creating Customer Products. These tools operate using machine learning algorithms that may process inputs and generate automated outputs resembling human decision-making.

AI Tools only process data when you actively choose to use them. If you do not engage AI Tools, your data is not subject to AI processing. You acknowledge that outputs from AI Tools may be approximate or probabilistic in nature, and bidbld makes no warranties regarding their accuracy, appropriateness, or legal sufficiency. Your use of AI Tools is at your own discretion and risk.

TECHNICAL REQUIREMENTS, CUSTOMER OBLIGATIONS, AND ACCESS CONTROL

TECHNICAL REQUIREMENTS

Some features of the Platform may require you to maintain accounts with third-party providers (e.g., Airtable). Where applicable, these requirements will be communicated on the Platform. You are responsible for maintaining adequate internet access and the necessary hardware (e.g., router, smart device) and software (e.g., browser, plug-ins) to use the Platform. Access to bidbld’s source code is expressly excluded.

CUSTOMER RESPONSIBILITIES

You remain solely responsible for all content you submit to the Platform, including ensuring it complies with applicable law (e.g., copyright, data protection, personal rights). You warrant that your use of the Service will not include malware or violate the rights of others. You must:

Maintain operational continuity of your business even in the event of Service downtime;

Secure login credentials and restrict access to authorized employees only;

Promptly report any suspected credential compromise;

Follow all Platform security and functionality restrictions;

Not modify, bypass, disable, or misuse the Platform or its authentication mechanisms;

Not exceed the scope of your license plan by reselling or sharing access.

You must also maintain regular backups of both local and Platform-stored content, where technically feasible

ACCESS RESTRICTIONS

bidbld reserves the right to block access to the Platform or delete Customer Content or Customer Products if:

There is reason to believe that your login credentials have been misused, shared with unauthorized persons, or used by multiple individuals;

There is suspicion of unauthorized third-party access to your assigned IT environment;

Your Customer Content or Products violate applicable laws or this Agreement;

Technical measures necessitate immediate access restriction or removal;

bidbld is legally required to do so under court orders or regulatory authority directives;

You are more than fourteen (14) days delinquent in payment of agreed subscription fees;

You have provided false, outdated, or unreachable contact or billing information that disrupts necessary communication or billing activities;

You use the Platform or Service in a way that is illegal, abusive, or harmful to bidbld's brand or operations, including:

Distribution of hateful, defamatory, or discriminatory material;

Engagement in deceptive, fraudulent, or infringing practices;

Promotion of illegal content, malware, or unlicensed intellectual property;

Association of the Platform with criminal activities (e.g., gambling, narcotics, pornography, trafficking).

Where feasible, bidbld will provide at least one (1) business day’s notice of any access suspension or deletion. However, immediate action may be taken without notice where required to protect the security, functionality, or legal integrity of the Platform.

INTELLECTUAL PROPERTY, CONFIDENTIALITY AND TRADE SECRETS

All intellectual property rights in the Service including software code, interfaces, graphics, trademarks, logos, data structures, business logic, and content are and shall remain the exclusive property of bidbld or its licensors. No rights or licenses are granted to you except as expressly stated in this Agreement. Unauthorized use may result in termination and legal action.

All proprietary materials provided by bidbld, including documentation, instructional materials, and internal processes, are considered confidential trade secrets. You agree not to reproduce, distribute, disclose, or publicly display any such documentation or know-how without our prior written consent. You further agree not to access, reverse engineer, or attempt to recreate the Service, in whole or in part, for any competitive or unauthorized purpose.

You acknowledge and agree that misuse or unauthorized disclosure of bidbld’s trade secrets or confidential information may result in irreparable harm, entitling bidbld to injunctive relief and legal remedies in addition to termination of access.

CUSTOMER CONTENT LICENSE

You retain ownership of all Customer Content submitted to the Platform. By uploading or transmitting Customer Content, you grant bidbld a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, host, reproduce, modify, adapt, publish, publicly display, and distribute such content as necessary to operate, maintain, and improve the Service.

This includes the right to:

Display Customer Content within the Platform based on your sharing or visibility settings;

Share Customer Content with third-party services as needed to fulfill features you enable;

Analyze anonymized or aggregated Customer Content to improve system performance, develop new features, or enhance AI tools.

You represent and warrant that you have all necessary rights, licenses, and permissions to grant this license and that your Customer Content does not infringe or violate any third-party rights, laws, or regulations. bidbld disclaims any liability related to Customer Content and reserves the right to remove content that violates this Agreement.

MARKETING AND PUBLIC REFERENCE CONSENT

The Customer consents for bidbld to disclose the collaboration between bidbld and the Customer in marketing materials for marketing purposes and in this connection also use the company logo of the Customer. The Customer may revoke this consent at any time by declaration in text form (e.g. via e-mail to [email protected]).

LICENSES AND THIRD-PARTY COMPONENTS

PLATFORM LICENSE GRANT

For the duration of this Agreement, bidbld grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license to access and use the Platform and Services in accordance with the terms set forth in this Agreement ("Customer License"). This license is granted solely for the internal business purposes of the Customer and subject to all applicable limitations and usage restrictions outlined herein.

THIRD-PARTY AND OPEN-SOURCE COMPONENTS

Certain components of the Platform may be subject to third-party rights or open-source licenses. These components are excluded from the Customer License to the extent required by their respective license terms. Recognizable open-source or third-party components will be disclosed either within the Platform or via associated documentation or files. By using the Platform, the Customer acknowledges and agrees to comply with any applicable third-party license obligations.

LICENSE GRANT FOR CUSTOMER CONTENT

The Customer grants bidbld a non-exclusive, royalty-free, irrevocable, worldwide, sublicensable, and transferable license to use, reproduce, distribute, display, host, transmit, and modify any Customer Content submitted through the Platform, to the extent necessary to operate, maintain, improve, and provide the Service. This license is granted for the term of this Agreement and survives termination to the extent necessary to comply with legal or operational requirements.

This license includes the right to:

Display Customer Content based on user-configured settings;

Share or integrate Customer Content with authorized third-party services;

Use anonymized or aggregated forms of Customer Content for feature development, benchmarking, analytics, and enhancement of AI tools.

You represent that you have full rights and authority to grant this license and that your Customer Content does not infringe any intellectual property, privacy, or contractual rights of any third party.

FEES AND PAYMENT TERMS

The Customer agrees to pay all applicable subscription fees ("Fees") in accordance with the selected Subscription Plan as outlined on the bidbld website. Unless otherwise stated, Fees are charged on a monthly basis and do not include any applicable taxes, which shall be the Customer’s responsibility. All payments shall be made in U.S. dollars.

Accepted payment methods include credit card transactions via authorized third-party payment processors. bidbld reserves the right to update accepted payment methods or processors at its sole discretion. By submitting payment information, the Customer authorizes bidbld or its third-party processor to automatically charge recurring Fees in accordance with the billing cycle.

All Fees are non-refundable, except as required by applicable law. If payment is not successfully processed, bidbld may suspend access to the Platform until payment is received.

WARRANTY

WARRANTY FOR FREE SERVICES

For cost-free access to the Platform, including Services under the "Free Plan," bidbld provides warranties only to the extent required under applicable statutory provisions.

WARRANTY FOR PAID SERVICES

For paid Services, bidbld warrants that the Platform will substantially conform to the functional specifications agreed upon in this Agreement. A defect is defined as a significant deviation from the agreed functionality.

Upon receipt of written notice (email is sufficient) of a material defect, bidbld will, within a reasonable period, at its option:

Remedy the defect by correcting or re-performing the affected Services;

Provide updated versions, patches, or workarounds to restore compliance with the Agreement;

In the case of licensed third-party software components, provide generally available updates or instructions to reasonably bypass the defect.

If bidbld is unable to remedy the defect after a reasonable opportunity, the Customer may proportionally reduce the applicable Fees. The reduction shall be limited to the prorated value of the defective portion of the Services for the affected billing period.

If the Customer experiences a 100% reduction in Fees in two consecutive months, or two months in any calendar quarter, the Customer may terminate the Agreement immediately and without penalty.

The Customer agrees to:

Promptly report any defects in writing (email sufficient);

Reasonably cooperate with bidbld to diagnose and resolve issues, including providing relevant documentation or system access where appropriate.

DISCLAIMER OF WARRANTIES

The Service is provided on an “as-is” and “as-available” basis without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by law, bidbld expressly disclaims all warranties, including but not limited to:

Implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy;

Warranties arising from usage of trade or course of performance;

Any warranty that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components;

Any warranty that estimates, calculations, or documents produced by the Service are complete, accurate, or suitable for regulatory, lender, or legal compliance.

You use the Service at your own discretion and risk. bidbld is not responsible for any damages to your devices, loss of data, or consequences from decisions made based on outputs generated by the Service.

FORCE MAJEURE

bidbld shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to:

Acts of God, natural disasters, pandemics, epidemics, or disease outbreaks;

War, terrorism, riots, civil unrest, or sabotage;

Internet, telecommunications, or power outages;

Government actions, labor strikes, or supply chain disruptions.

In such cases, performance will be excused for the duration and scope of the event. We will use reasonable efforts to resume service as soon as practicable.

WARRANTY FOR DEFECTS IN TITLE

If a third party asserts rights that interfere with the Customer’s contractual use of the Platform (“Defect in Title”), bidbld may, at its discretion:

Procure the necessary rights to allow continued use by the Customer; or

Modify the Platform so that use no longer infringes third-party rights, provided functionality is not materially impaired.

This section sets forth the Customer’s exclusive remedies and bidbld’s entire liability with respect to defects or non-conformance in the Services.

DAMAGES AND LIMITATION OF LIABILITY

To the fullest extent permitted by law, bidbld shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of revenue, profits, goodwill, data, or other intangible losses arising from or related to the use or inability to use the Platform.

All use of the Platform and Services is at the Customer's sole risk. Customers are solely responsible for reviewing, verifying, and validating all data generated by or used within the Platform. bidbld makes no warranties regarding the accuracy, reliability, or completeness of such data.

bidbld shall not be liable for:

Economic loss or loss of opportunity;

Loss or corruption of Customer data;

Data recovery expenses;

Any damages arising from system failure, unauthorized access, or third-party actions.

The Customer agrees to hold bidbld harmless from any claims or damages resulting from their use of the Platform. In all cases, bidbld’s total liability shall not exceed the amount paid by the Customer to bidbld in the six (6) months preceding the claim.

TEMPLATES AND TEMPLATE DATABASE

TEMPLATES PROVIDED BY bidbld

bidbld offers Customers access to a library of templates ("Templates") that may be used to create Customer Products. Templates may include those created by bidbld and those created by other Customers ("Creator Templates") under this Agreement. Once approved and published by bidbld, Creator Templates ("Published Creator Templates") become accessible to other Customers via the Templates Database.

CREATOR TEMPLATES SUBMISSIONS

Creators must submit their Creator Templates through the Platform’s designated process. bidbld will evaluate submissions using internal review guidelines and reserves the sole and exclusive right to determine, at its discretion, whether to include any submission in the Templates Database. bidbld may reject any submission without explanation.

TEMPLATE IP LICENSE AND USE

Upon submission and acceptance of a Published Creator Template, the Creator grants bidbld a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, fully transferable and sub-licensable license to use, reproduce, display, distribute, modify, translate, adapt, and otherwise exploit the works comprising the Template ("Template IP License"). This includes the right to:

Store, copy, display, operate, or transfer the works across devices and media;

Use within databases or collections;

Present, publish, or distribute publicly with or without charge;

Modify, develop, adapt to other versions, or combine with other content;

Sub-license rights to third parties, including other Customers.

The Template IP License includes rights over all relevant Template IP Rights, including copyrights, design rights, patents, database rights, and trade secrets. The Creator shall not resell or commercialize Published Creator Templates outside of the Platform.

RESPONSIBILITY AND WARRANTY BY CREATORS

The Creator represents and warrants that:

They own all Template IP Rights or have obtained all necessary rights, licenses, and permissions to grant the Template IP License;

They have secured approvals from all contributors or collaborators involved in the creation of the Published Creator Template;

The Template does not infringe any third-party rights and may be sublicensed to other Customers under this Agreement;

They shall indemnify and hold bidbld harmless from all claims, damages, and expenses (including legal fees) arising from or related to third-party intellectual property disputes related to the Published Creator Template.

RESPONSIBILITY AND LIABILITY

While bidbld will use commercially reasonable efforts to preserve Creator Templates during review, bidbld shall not be liable for any data loss, corruption, or adverse effects resulting from the review process. It is the Creator’s responsibility to test Creator Templates for functionality, performance, and compliance with applicable laws.

UPDATES, REMOVAL AND RECLASSIFICATION

Creators may submit updates to their Published Creator Templates. bidbld may:

Approve and replace the current version;

Publish as a new separate version;

Reject the update and retain the current version.

bidbld reserves the right to remove or reclassify any Template at its sole discretion. Reclassified templates designated as "Paid Templates" shall only apply to new users. Existing users of the original template retain access without additional fees.

Paid Templates offered to Customers shall be governed by a separate agreement with the Creator, which will detail any applicable revenue share or licensing terms.

USE OF PUBLISHED CREATOR TEMPLATES BY CUSTOMERS

Customers have the right to use any Template published in the Template Database, except those classified as Paid Templates, in accordance with this Agreement. To use a Paid Template, Customers must purchase the applicable license through the Platform.

Customers acknowledge that Published Creator Templates are created by independent users ("Creators") who are not employees, agents, or affiliates of bidbld. Customers are solely responsible for determining whether a Published Creator Template is suitable for their specific needs. bidbld does not provide warranties, support, or guarantees for Published Creator Templates.

bidbld does not verify or screen Published Creator Templates for third-party intellectual property infringement and has no obligation to do so. Customers accept the risk associated with using such Templates.

If a Customer has used a Template to build a Customer Product, they may continue using that Product even if the Template is later removed or reclassified as a Paid Template. However, if bidbld receives a notice of infringement or otherwise determines that a component of a Template violates third-party rights, bidbld reserves the right to remove such components from both the Template and any related Customer Products. Affected Customers will be notified without undue delay.

TERM AND TERMINATION

TERM

The term of this Agreement ("Term") begins upon acceptance as defined and continues until terminated by either party in accordance with this Section.

Unless otherwise specified, the Term will be monthly or annual, depending on the applicable subscription plan. It will automatically renew for successive periods of the same length unless terminated in accordance with this Agreement.

TERMINATION BY CUSTOMER

Customers using the "Free Plan" may terminate at any time via their account settings. Customers on paid plans may terminate prior to the end of their current billing cycle by using the termination option in their account dashboard.

TERMINATION BY bidbld

bidbld may terminate this Agreement with thirty (30) days’ written notice (email sufficient). bidbld may also downgrade a Customer to the Free Plan if the Customer is more than seven (7) days late in payment and has been notified accordingly.

TERMINATION FOR CAUSE

Either party may terminate the Agreement immediately for good cause, including material breach or illegal conduct.

POST-TERMINATION CONSEQUENCES

Upon termination, all rights to access the Platform and Services cease. Customer Content, Customer Products, and personal data will be deleted in accordance with bidbld’s data retention policy.

A grace period of eight (8) weeks (“Grace Period”) applies following termination, during which the Customer may request a copy of their data (email sufficient). bidbld will store such data for eight weeks post-termination for recovery purposes. Longer storage is permitted if legally required or ordered by authorities.

INDEMNIFICATION

The Customer agrees to indemnify, defend, and hold harmless bidbld, its officers, directors, employees, and affiliates from and against any and all claims, demands, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Customer's use or misuse of the Platform or Services, (b) the Customer Products or Customer Content, or (c) any alleged or actual infringement of third-party rights resulting from such use.

bidbld shall promptly notify the Customer of any such claim and will provide reasonable cooperation, at the Customer’s expense, in the defense and settlement of the matter. bidbld reserves the right to assume exclusive control over the defense of any claim subject to indemnification, in which case the Customer agrees to cooperate with bidbld as reasonably requested.

CLASS ACTION WAIVER

You agree that any dispute, claim, or controversy arising out of or relating to this Agreement or your use of the Service shall be resolved only on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

You expressly waive any right to participate in a class action, class arbitration, or any other representative action. Unless both you and bidbld agree otherwise in writing, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

This waiver is a material and essential part of the Agreement and is non-severable from the arbitration and dispute resolution provisions.

BINDING ARBITRATION

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or your relationship with bidbld, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect.

The arbitration shall be conducted by a single arbitrator and held in Indianapolis, Indiana, unless the parties mutually agree to a different location.

The arbitration shall be conducted in English, and judgment on the arbitral award may be entered in any court of competent jurisdiction.

The arbitrator shall have the authority to award any relief available under applicable law, and their decision shall be final and binding on all parties.

Each party shall bear its own costs and attorneys’ fees, unless otherwise required by law or awarded by the arbitrator.

By agreeing to this clause, you understand that you are waiving your right to a jury trial or to participate in a class action (see Class Action Waiver above).

EXCEPTIONS TO ARBITRATION

This arbitration provision does not apply to:

Small Claims: Either party may bring an individual action in small claims court for disputes or claims within the scope of such court’s jurisdiction.

Injunctive or Equitable Relief: Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or obligations regarding confidentiality.

By agreeing to this clause, you acknowledge that you are waiving your right to a jury trial and to participate in a class action or representative proceeding (see Class Action Waiver above).

LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, in no event shall bidbld, its affiliates, directors, officers, employees, agents, licensors, or service providers be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, whether incurred directly or indirectly, arising out of or in connection with your use of the Service or this Agreement.

In no event shall bidbld’s total cumulative liability to you for all claims arising out of or related to this Agreement or your use of the Service exceed the greater of:

Five Hundred U.S. Dollars (USD $500), or

The total amount you paid to bidbld for the Service in the three (3) months immediately preceding the event giving rise to the claim, whichever is lower.

This limitation applies regardless of the legal theory on which the claim is based, including breach of contract, tort (including negligence), strict liability, or otherwise, even if bidbld has been advised of the possibility of such damages.

AMENDMENTS TO THIS AGREEMENT

bidbld reserves the right to modify or update this Agreement from time to time. Customers will be notified of any proposed changes in text form (e.g., email) at least thirty (30) days prior to the effective date, unless a longer notice period is reasonably required due to the nature of the changes.

CHANGES NOT AFFECTING MATERIAL TERMS

If the proposed amendments do not materially alter key terms such as pricing, scope of license, or core functionality, and are reasonable and non-detrimental to the Customer, then:

The amendment will be deemed accepted unless the Customer objects in writing before the effective date;

The Customer may terminate the Agreement without penalty during the notice period; and

bidbld will inform the Customer of the consequences of inaction and their right to object or terminate.

CHANGES DUE TO LEGAL OR SECURITY NEEDS

The notice period above does not apply if bidbld:

Is required by applicable law, regulation, or court order to implement changes more urgently; or

Must act to address unforeseen and imminent threats such as fraud, security vulnerabilities, or misuse of the Platform.

OTHER AMENDMENTS

For any other changes not covered above, Customer consent is required before such amendments become binding.

bidbld’s right to terminate the Agreement (e.g., in the event of Customer objection) remains unaffected.

FINAL PROVISIONS

PRIORITY OF AMENDMENTS

In the event of any conflict between this Agreement and a formally issued amendment, the terms of the amendment shall take precedence.

AMENDMENT NOTIFICATION

We may update or modify this Agreement from time to time to reflect changes in our services, legal requirements, or business practices. When we make material changes, we will:

Post the updated Agreement with a new “Last Updated” date at the top of the document, available at: https://www.bidbld.com/terms (replace with your actual terms URL) Notify users via email or through an in-app notification at least [7] days before the new terms take effect, unless a shorter notice period is required by law or due to urgent technical or legal needs. Your continued use of the Service after the effective date of the updated Agreement constitutes your acceptance of the revised terms. If you do not agree to the changes, you must stop using the Service before the effective date. We encourage you to periodically review this Agreement to stay informed of your rights and obligations.

SET-OFF AND RETENTION RIGHTS

The Customer may only set off or assert rights of retention against claims by bidbld if the counterclaims are either (a) undisputed, (b) legally established, or (c) arise from the same contractual relationship (i.e., are synallagmatic in nature).

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Indiana, without regard to its conflict of law principles. This Agreement and any dispute, claim, or controversy arising out of or relating to it including your use of the Service shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles.

You agree that the exclusive venue for any action not subject to arbitration (as outlined above) shall be the state or federal courts located in Marion County, Indiana, and you consent to the personal jurisdiction of such courts for the purpose of litigating any such action.

JURISDICTION

If the Customer is a merchant or does not have a general place of jurisdiction within the United States, or if their domicile or habitual place of residence is unknown at the time legal proceedings commence, the exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Indianapolis, Indiana.

NO THIRD-PARTY BENEFICIARIES

This Agreement is entered into solely between you and bidbld. Nothing in this Agreement, express or implied, is intended to or shall be construed to confer any rights, benefits, or remedies upon any person or entity other than the parties hereto.

No third party shall have any right to enforce or rely on any provision of this Agreement. The obligations and rights set forth herein are exclusively for the benefit of you and bidbld, and not for the benefit of any other person, organization, or entity.

ASSIGNMENT

You may not assign, delegate, or transfer this Agreement, or any of your rights or obligations under it, whether by operation of law or otherwise, without the prior written consent of bidbld. Any attempt to assign or transfer this Agreement in violation of this provision shall be null and void.

bidbld may freely assign or transfer this Agreement, in whole or in part, without restriction and without notice, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

TIME LIMITATION ON CLAIMS

To the fullest extent permitted by applicable law, any claim or cause of action you may have arising out of or related to this Agreement or your use of the Service must be filed within one (1) year after the claim or cause of action accrues. If not filed within that time, such claim or cause of action is permanently barred.

This limitation period applies regardless of any statute or law to the contrary and is intended to promote prompt resolution of potential disputes.

NO WARRANTIES OR GUARANTEES ON CUSTOMER OUTCOMES

bidbld makes no representations, warranties, or guarantees regarding the accuracy, completeness, or effectiveness of any outcome derived from the use of the Platform or Services. This includes, but is not limited to, estimates, templates, project documentation, or AI-generated content.

All outputs are provided strictly for informational purposes only, and do not constitute advice, assurances, or promises of success, profitability, or compliance.

You remain solely responsible for reviewing, validating, and determining the suitability of any outputs before relying on them for business, legal, financial, or operational decisions. bidbld disclaims all liability for actions taken based on platform outputs.

NO PROFESSIONAL ADVICE

The information, content, and outputs provided by the bidbld platform—including but not limited to AI-generated estimates, templates, pricing data, scope suggestions, or project documentation—are for informational purposes only.

They do not constitute legal, financial, construction, or professional advice, nor are they a substitute for consulting with licensed professionals in those fields.

You are solely responsible for reviewing, verifying, and validating any outputs before relying on them for business decisions, client communications, regulatory submissions, or financial commitments. bidbld does not guarantee the accuracy, completeness, or compliance of any generated content with applicable laws, codes, or lender requirements.

Use of the platform is at your own risk, and you agree that bidbld shall not be held liable for any outcomes or decisions made based on its informational tools or features.

DEFINITIONS

For clarity throughout this Agreement:

"Agreement" refers to this bidbld Software User Agreement.

"Platform" refers to bidbld’s web-based software-as-a-service (SaaS) solution.

"Service" includes all functionalities, features, and tools provided by bidbld under various brand names, including but not limited to Scope Builder and Bid Builder.

"User," "You," “Your” or "Customer" refers to any individual or legal entity using the Service.

"Subscription Plan" means the tiered service offering that defines user access, features, and usage limits.

"Add-On Services" are additional services or features, including third-party tools, offered at an extra cost.

"Customer Content" means all data, documents, images, and other materials uploaded or shared by the User through the Platform.

"Customer Product" means any output or digital asset created by the User using the Service.

"Creator" refers to Users who design or submit Templates for use by others.

"Template" refers to design or estimate layouts created either by bidbld or Users.

"Makeover Measure" refers to bidbld's technology used to digitally capture data for automated estimating.

"Visualizer Tokens" refers to technology credits used to edit images within the Service.

“Client” and “Customer” refers to the user and or representative of the company authorized to bind the company.

"Free Trial" refers to the limited, no-cost period of access to the Service for evaluation purposes.

ELECTRONIC ACCEPTANCE AND ACKNOWLEDGEMENT

By creating an account, submitting payment information, or otherwise accessing or using the bidbld Platform, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement, including any policies or addenda incorporated by reference.

You further agree that your electronic acceptance of this Agreement has the same legal force and effect as a manually signed, written contract, and constitutes your legally binding consent to this Agreement in its entirety.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these terms. If you do not agree to these terms, you must not access or use the Service.

ENTIRE AGREEMENT

This Agreement, including any applicable subscription terms, Privacy Policy, and any addenda or additional terms expressly incorporated by reference, constitutes the entire agreement between you and bidbld with respect to your use of the Platform and Services.

It supersedes and replaces all prior or contemporaneous understandings, communications, proposals, representations, warranties, or agreements, whether written or oral, relating to the subject matter herein.

No oral or written statement by any employee, representative, or agent of bidbld shall modify or amend this Agreement unless expressly agreed to in writing and signed by an authorized representative of bidbld.