Terms and conditions

These Buildscope360 Terms and Conditions of Acceptable Use govern access to and use of
Buildscope360 Services (as defined in Section 1) by you, the User, as well as any individual or
entity (including employees, agents, and contractors) you allow to access and use the
Buildscope360 Services. These Terms and Conditions and any applicable Master Agreement and
Order Forms form your Agreement (collectively the "Agreement") with Buildscope360 and
govern the use of Buildscope360 Services and are incorporated herein.
This Agreement, WHICH INCLUDES A MANDATORY ARBITRATION REQUIREMENT, A
TIME LIMIT ON BRINGING CLAIMS, AND A WAIVER OF the RIGHT TO PURSUE
CLAIMS AS A CLASS ACTION OR REPRESENTATIVE ACTION IN SECTION 11.7
BELOW, constitutes a binding legal agreement between you and Buildscope360, Inc.
("Buildscope360," "we," "us," and "our"). Please read these terms carefully and print a copy for
reference.
IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT PERMITTED OR
AUTHORIZED TO USE THE BUILDSCOPE360 SERVICES.
If you are a direct competitor to Buildscope360, you may not access or use the Buildscope360
Services without Buildscope360's explicit, advance, written consent, and then only for the
purposes authorized in writing.
You agree to receive electronically all communications, agreements, and notices that we provide
in connection with any Buildscope360 Services ("Communications"), including by email, text,
in-app notifications, or by posting them on the Buildscope360 website or through any
Buildscope360 Services. You agree that all Communications that we provide to you
electronically satisfy any legal requirement that such Communications be in writing.
We may modify this Agreement or any additional terms, which are relevant to a particular
Buildscope360 service, to reflect changes in the law or to the Buildscope360 Services. We will
post the revised Agreement on the Site (as defined in Section 1, below). PLEASE REVIEW THE
SITE REGULARLY TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU
CONTINUE TO USE THE BUILDSCOPE360 SERVICES AFTER THE REVISIONS TAKE
EFFECT, YOU AGREE TO BE BOUND BY THE REVISED AGREEMENT. You agree that
we shall not be liable to you or to any third party for any modification of this Agreement.
1. DEFINITIONS

"Account" means a unique account established by User to enable access and use of the
Buildscope360 Services.
"Buildscope360 Services" means the services that can be accessed on the Site by the User
pursuant to this Agreement.
"Documentation" means Buildscope360's then-current technical and functional Documentation
for the Buildscope360 Services as made generally available by Buildscope360.
"Service Schedule" means the service-specific terms and conditions applicable to a particular
Buildscope360 service, including Buildscope360's exhibits and attachments accompanying such
schedule.
"Site" means the website of Buildscope360 located at Buildscope360.com, and other select
domains owned by Buildscope360.
"Term" means the period of time the Services are made available to the User.
"User" means the individual over the age of 18 who created an Account and accepts these Terms
and Conditions and is responsible for ensuring compliance with this Agreement. User may be
referred to in this Agreement as "you" and "your."
2. USAGE AND ACCESS RIGHTS
2.1 Subject to the terms and conditions of this Agreement, Buildscope360 will provide the

Buildscope360 Services and grant to you a limited, non-exclusive, non-sublicensable, non-
transferable right and license during the Term, solely for your internal business purposes and in

accordance with the Documentation, to use the Buildscope360 Services.
2.2 You shall not, and shall not permit others to, do the following with respect to the
Buildscope360 Services:
a) use the Buildscope360 Services or allow access to it in a manner that circumvents contractual
usage restrictions or that exceeds your authorized use or usage metrics outlined in this
Agreement;
b) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, or time share or otherwise
make any portion of the Buildscope360 Services or Documentation available for access by third
parties except as otherwise expressly provided in this Agreement;
c) access or use the Buildscope360 Services or Documentation for the purpose of developing or
operating products or services intended to be offered to third parties in competition with the
Buildscope360 Services or allow access by a direct competitor of Buildscope360;
d) reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or
other trade secrets from or about any of the Buildscope360 Services or technologies except as

expressly permitted elsewhere in this Agreement or by law, unless and then only to the extent
permitted by applicable law without consent;
e) use the Buildscope360 Services (including, without limitation, any content and materials
accessible via the Buildscope360 Services) or Documentation in a way that (i) violates or
infringes upon, or otherwise misappropriates, the rights of a third party, including those about
contract, intellectual property, privacy or publicity; or (ii) effects or facilitates the storage or
transmission of libelous, tortious or otherwise unlawful material including, but not limited to,
material that is harassing, threatening, or obscene; or
f) interfere with or disrupt the integrity, operation or performance of the Buildscope360 Services
or interfere with the use or enjoyment of it by others by, among other things, using it to create,
use, send, store or run viruses or other harmful computer code, files, scripts, agents or other
programs or circumvent or disclose the user authentication or security of the Buildscope360
Services or any host, network, or Account related thereto or use any aspect of the Buildscope360
Services other than those specifically identified on the Site, probe, scan, or test the vulnerability
of any system or network;
2.3 Buildscope360 may suspend any use of the Buildscope360 Services, or remove or deactivate
any Account or content that Buildscope360 reasonably and in good faith believes violates this
Agreement. Buildscope360 will use commercially reasonable efforts to notify you before any
such suspension or disablement, unless Buildscope360 reasonably believes that: (a) it is
prohibited from doing so under applicable law or under legal process, such as court or
government administrative agency processes, orders, mandates, and the like; or (b) it is necessary
to delay notice to prevent imminent harm to the Buildscope360 Services or a third party. Under
circumstances where notice is delayed, Buildscope360 will provide the notice if and when the
related restrictions in the previous sentence no longer apply.
3. OWNERSHIP
3.1 As between you and Buildscope360, Buildscope360 (or its applicable licensor) (a) shall own
and retain all right, title and interest in and to any and all copyrights, trademark rights, patent
rights, database rights, trade secrets and other intellectual property or other rights in and to the
Buildscope360 Services (including, without limitation, any and all content and materials
accessible via the Buildscope360 Services, other than any Subscriber Material provided by you
which is subject to Section 3.2 below), the Site, and the Documentation, any improvements or
design contributions to or derivative works of any of the foregoing, and any knowledge or
processes related to any of the foregoing and/or provided by or on behalf of Buildscope360
hereunder, and (b) shall own and retain all right, title and interest in and to any and all data that
Buildscope360 (i) generates in connection with the operation of the Site and/or provision of the
Buildscope360 Services, or (ii) derives or aggregates from any Subscriber Material (as defined
below) provided to Buildscope360 hereunder. Except for the limited rights expressly granted to
you under this Agreement, no right or license is granted to you in or to any of the foregoing, and

Buildscope360 hereby expressly reserves all rights not explicitly granted to you under this
Agreement.
3.2 Without limiting anything in Section 3.1 above, and subject the license rights granted to
Buildscope360 herein, except as otherwise expressly set forth in this Agreement or a separate
applicable agreement between the parties hereto, as between you and Buildscope360, you (or
your applicable licensor) shall retain ownership of your (or your applicable licensor's) rights in
anything you send, disclose, upload, post, or otherwise provide to Buildscope360 by or through
the Buildscope360 Services, the Site (including, without limitation, via postings to any
interactive portions of the Buildscope360 Services or the Site), postal mail, e-mail, or hand
delivery (collectively "Subscriber Material"), including, without limitation, any Subscriber
Material consisting of blueprints, technical designs and drawings, specifications, building plans
or other similar technical information, in each case, which are exclusively related to a specific
construction project or proposal ("Project Specific Material"); provided that you hereby grant to
Buildscope360 and its affiliates a non-exclusive, worldwide, freely transferable, freely
sublicensable, perpetual, irrevocable, royalty-free right and license (a) under all Project Specific
Material, to use, reproduce, distribute, publicly display, publicly perform, modify, create
derivative works of, and use, make, have made, sell, offer to sell and import products and
services based upon such Project Specific Material, in connection with the Services, the Site and
any other products or services of Buildscope360 or its affiliates, in each case for the purposes of
use of the foregoing by you in furtherance of the applicable construction project or proposal to
which such Project Specific Material relates, (b) under all other Subscriber Material, to combine
such Subscriber Material with other data and to use, transmit, distribute, reproduce, modify, edit,
adapt, translate and reformat such Subscriber Material in any manner, in whole or in part, to
provide, facilitate, enhance and troubleshoot the Services, provide similar services to third
parties, and develop and enhance other products and services, provided, that Buildscope360 and
its affiliates shall not disclose to any third party any of your personally identifiable information
as the source of any Subscriber Material without your's prior written permission, and (c) under
all other Subscriber IP, to use, reproduce, distribute, publicly display, publicly perform, modify,
create derivative works of, and use, make, have made, sell, offer to sell and import products and
services based upon such Subscriber IP in connection with, or in furtherance of, the Service, the
Site, the Software and any other products or services of Buildscope360. Notwithstanding the
scope of the foregoing licenses, nothing in this Agreement shall restrict or prohibit
Buildscope360 from making any use of any Project Specific Material, Subscriber Material, or
Subscriber IP otherwise permitted under the doctrine of fair use. You hereby represent and
warrant to Buildscope360 that (i) you have obeyed all laws and obtained all consents necessary
to grant such licenses of Project Specific Material, Subscriber Material and Subscriber IP to
Buildscope360 and its affiliates, (ii) you have and will maintain the irrevocable and
unconditional right, power and authority to grant such licenses to Buildscope360, and (iii) use by
Buildscope360, in accordance with this Agreement, of any Subscriber Material or Subscriber IP
will not infringe, misappropriate or otherwise violate any Intellectual Property Rights or other

rights of any person or entity. Notwithstanding the scope of the foregoing licenses, you expressly
acknowledge and agree that nothing in this Agreement shall restrict or prohibit Buildscope360
and its affiliates from making any use of any Subscriber Material otherwise permitted under the
doctrine of fair use.
3.3 If you send, disclose, upload, post, or otherwise provide to Buildscope360 any Subscriber
Material, you hereby (a) acknowledge and agree that you are providing such Subscriber Material
to Buildscope360 on a non-confidential basis, and Buildscope360 will have no obligation to keep
such Subscriber Material secret, to refrain from using such Subscriber Material in accordance
with this Agreement, or to compensate you for the receipt or use of such Subscriber Material, (b)
release Buildscope360 from any liability under any legal theory in connection with the use,
modification, sale, or disclosure of any Subscriber Material to the extent such use, modification,
sale or disclosure is permitted under this Agreement, and (c) irrevocably waive all "moral rights"
you may have in such Subscriber Material.
3.4 User may choose to use products or services that are provided or supported by third parties
("Third-Party Services") for use with Buildscope360 Services. Third-Party Services are provided
pursuant to the terms of the applicable third-party license or separate Agreement between the
licensor of the Third-Party Services and User, and Buildscope360 assumes no responsibility for,
and hereby specifically disclaims all liabilities and/or obligations with respect to, all Third-Party
Services.
4. USER DATA, PERSONAL DATA, AND DATA PROTECTION
4.1 You shall be responsible for the data that you provide or use through your use of the
Buildscope360 Services. Further, you are solely responsible for determining the suitability of the
Buildscope360 Service for your business or organization and complying with any regulations,
laws, or conventions applicable to User data and your use of the Buildscope360 Service.
4.2 You hereby warrant that your collection and use of any personal data contained in User data
complies with all applicable data privacy and protection laws, rules, and regulations. You hereby
authorize Buildscope360 to process such personal data in accordance with the appropriate data
protection laws, rules, and regulations.
4.3 You hereby consent to Buildscope360's collection, use, and disclosure of your data
(including, without limitation, personal data about you or that you provide) as described in the
Buildscope360 Privacy Policy, which describes, among other things, the use of data to monitor
and enforce compliance with this Agreement.
4.4 Application Data Functionality: a) Buyer Activity Report: To connect customers who install
materials with matching material manufacturers and suppliers, customers' project activity on
Buildscope360-sourced projects is shared with matching building product manufacturer
customers who have purchased the Buyer Activity Report. Buildscope360 does not share this
Information with any third party that installs materials on a project. By clicking on "Settings" or

"Company Preferences" users can choose to opt out of having their Information shared in this
manner. b) Mobile Applications: Users that download and log into any of our mobile
applications agree that the following functionality is available within our application: i) the
ability to send push notifications from the application (this must be affirmatively enabled in the
settings of your mobile device), ii) the ability to access a user's GPS location to optimize
performance of the application and user experience (this must be affirmatively enabled in the
settings of your mobile device), iii) the ability to trigger creation of a draft calendar event that the
User can import into his phone's native calendar app, and iv) the ability to trigger creation of a
draft email that can then be sent by the User using his phone's native email app.
5. TERM AND TERMINATION
The Term of this Agreement begins on the date you accept it and continues until your use of the
Buildscope360 Services ceases (including as a result of termination in accordance with this
Section 5), whichever is later. User agrees that termination of this Agreement and termination of
its access to the Buildscope360 Services and the Site is User's sole right and remedy with respect
to any dispute with Buildscope360. This includes, but is not limited to, any dispute related to, or
arising out of: (i) any term of this Agreement or Buildscope360's enforcement or application of
this Agreement; (ii) any policy or practice of Buildscope360, including, without limitation,
enforcement or application of these policies; (iii) the content available through Buildscope360 or
any changes in content; or (iv) User's ability to access and/or use the Buildscope360 Services.
Notwithstanding the foregoing, specific terms and conditions contained and denoted herein shall
survive the termination of this Agreement.
6. WARRANTIES AND DISCLAIMERS
6.1 You hereby represent and warrant to Buildscope360 that: (a) you have all requisite rights and
authority to use the Buildscope360 Services under this Agreement and you have, and will
maintain, the irrevocable and unconditional right, power and authority to grant all applicable
rights and licenses granted to Buildscope360 herein; (b) use by Buildscope360 and its affiliates,
in accordance with this Agreement, of Subscriber Material provided by you will not infringe,
misappropriate, or otherwise violate any intellectual property or other right of any person or
entity; (c) you are responsible for all use of the Buildscope360 Services associated with your
Account; (d) you are solely responsible for maintaining the confidentiality of your Account
names and password(s); (e) you agree to immediately notify us of any unauthorized use of your
Account of which you become aware; (f) you agree that Buildscope360 will not be liable for any
losses incurred as a result of a third party's use of your Account, regardless of whether such use
is with or without your knowledge and consent; (g) you are unaware of any improper or illegal
use to the Buildscope360 Services; (h) you will use the Buildscope360 Services (including,
without limitation, all content and materials accessible via the Buildscope360 Services) for
lawful purposes only and subject to this Agreement; (i) any information you submit to
Buildscope360 is true, accurate, and correct; and (i) you will not attempt to gain unauthorized

access to the Site or the Buildscope360 Services, other accounts, computer systems, or networks
under the control or responsibility of Buildscope360 through hacking, cracking, password
mining, or any other unauthorized means.
6.2 THE BUILDSCOPE360 SERVICES, DOCUMENTATION, AND THE SITE ARE
PROVIDED "AS IS" AND "AS AVAILABLE," AND BUILDSCOPE360: (a) MAKES NO
ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER
EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY,
AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
QUALITY, ACCURACY, AND TITLE; AND (c) DOES NOT WARRANT THAT THE

BUILDSCOPE360 SERVICES, DOCUMENTATION OR SITE ARE OR WILL BE ERROR-
FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL

BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE
BUILDSCOPE360 SERVICES, DOCUMENTATION, OR SITE. YOU WILL NOT HAVE
THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON
BEHALF OF BUILDSCOPE360 TO ANY THIRD PARTY. USE OF THE BUILDSCOPE360
SERVICES, DOCUMENTATION, AND SITE IS AT YOUR SOLE RISK. Because some states
and jurisdictions do not allow limitations on implied warranties, the above limitation may not
apply to you. In that event, such warranties are limited to the maximum extent permitted by, and
for the minimum warranty period allowed by the mandatory applicable law.
7. USER INDEMNIFICATION OBLIGATIONS
You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers,
consultants, and agents harmless from all third party claims, liability, damages, and costs
(including, but not limited to, attorneys' fees) arising from or related to any: (a) use of the
Buildscope360 Services by you; (b) violation of this Agreement by you (including, without
limitation, breach of any of your representations and warranties outlined in Section 6.1 above);
or (c) infringement, misappropriation or other violation of any intellectual property or other right
of any person or entity by you.
8. LIMITATIONS OF LIABILITY
8.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, BUILDSCOPE360 WILL NOT, UNDER ANY CIRCUMSTANCES, BE
LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER,
PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE
TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING, BUT
NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS OR LOSS OF
BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES.

8.2 OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS
DESCRIBED IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT), UNLESS
PROVIDED FOR ELSEWHERE IN A MASTER AGREEMENT WE LIMIT OUR LIABILITY
TO YOU TO THE GREATER OF $100 USD OR THE AMOUNT OF TOTAL SERVICE FEES
INVOICED BY Buildscope360 DURING THE SIX (6) MONTHS IMMEDIATELY BEFORE
THE EARLIEST DATE ON WHICH THE EVENTS GIVING RISE TO THE LIABILITY
OCCURRED.
8.3 Each provision of this Agreement that provides for a limitation of liability, disclaimer of
warranties, or exclusion of damages represents an agreed allocation of the risks of this
Agreement between the parties. This allocation is reflected in the pricing offered by
Buildscope360 to you and is an essential element of the basis of the bargain between the parties.
Each of these provisions is severable and independent of all other provisions of this Agreement,
and each of these provisions will apply even if the warranties in this Agreement have failed of
their essential purpose.
9. CONFIDENTIALITY
9.1 "Confidential Information" means any trade secrets or other Information of Buildscope360,
whether of a technical, business, or other nature, that is disclosed to you (the "Recipient") and
that is marked "confidential," or, whether or not marked, that a reasonable person would
understand to be confidential given the circumstances of the disclosure. Confidential Information
does not include any information that: (a) was known to Recipient before receiving it from the
disclosing Party; (b) is independently developed by Recipient without use of or reference to any
Confidential Information of the other Party; (c) is acquired by Recipient from another source that
did not receive it in confidence from the other Party to this Agreement; or (d) is or becomes part
of the public domain through no fault or action of Recipient.
9.2 During and after the Term, Recipient will: (a) use the Confidential Information of the other
Party only for purposes that are within the scope of this Agreement; (b) not disclose such
Confidential Information to a third party, except on a need-to-know basis to its attorneys,
auditors, consultants and service providers who are under confidentiality obligations at least as
restrictive as those contained herein; and (c) protect such Confidential Information from
unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of
care) that it protects its own Confidential Information of a similar nature. Notwithstanding the
foregoing, User expressly authorizes Buildscope360 to use and process DATA as described in
the Buildscope360 Privacy Policy.
9.3 If Recipient is required by law to disclose Confidential Information of the other Party or the
terms of this Agreement, Recipient will give prompt written notice to the other Party before
making the disclosure, unless prohibited from doing so by the legal or administrative process,
and assist the disclosing Party to obtain, where reasonably available an order protecting the
Confidential Information from public disclosure.

9.4 Recipient acknowledges that, subject to Section 3 and as between the parties, all Confidential
Information it receives from the disclosing Party, including all copies thereof in Recipient's
possession or control, in any media, is proprietary to and exclusively owned by the disclosing
Party. Except as provided in Section 3, nothing in this Agreement grants Recipient any right,
title, or interest in or to any of the disclosing Party's Confidential Information. Recipient's
incorporation of the disclosing Party's Confidential Information into any of its own materials
will not render Confidential Information non-confidential.
9.5 Recipient acknowledges that any actual or threatened breach of this Section 9 may cause
irreparable, non-monetary injury to the disclosing Party, the extent of which may be difficult to
ascertain. Accordingly, the disclosing Party is entitled to (but not required to) seek injunctive
relief in addition to all remedies available to the disclosing Party at law and/or in equity, to
prevent or mitigate any breaches of this Agreement or damages that may otherwise result from
those breaches. Absent written consent of the disclosing Party to the disclosure, the Recipient, in
the case of a violation of this Section 9, has the burden of proving that the disclosing Party's
Confidential Information is not, or is no longer, confidential or a trade secret and that the
disclosure does not otherwise violate this Section 9.
9.6 If you provide Buildscope360 with confidential Subscriber Material, you agree to provide
notice in accordance with Section 10.5 or through the Site as specifically instructed and
permitted by Buildscope360.
10. GENERAL
10.1 At all times, the parties are independent contractors and are not the agents or representatives
of the other. This Agreement is not intended to create a joint venture, partnership, or franchise
relationship between the parties. Non-parties do not benefit from and cannot enforce this
Agreement. There are no third-party beneficiaries to this Agreement. You must not represent to
anyone that you are an agent of Buildscope360 or are otherwise authorized to bind or commit
Buildscope360 in any way without Buildscope360's prior written authorization.
10.2 You hereby acknowledge that the Buildscope360 Services and any related products,
Information, Documentation, software, technology, technical data, and any derivatives thereof
that Buildscope360 makes available to its Users (collectively "Excluded Data") are subject to
export control laws and regulations of the United States and other jurisdictions (collectively
"Export Laws"). You hereby represent and warrant that you: (a) are not located in, under the
control of, or a national or resident of an embargoed country; (b) are not a prohibited end user
under Export Laws; and (c) will not access, download, use, export or re-export, directly or
indirectly, the Excluded Data to any location, entity, government or person prohibited by export
laws, without first complying with all Export Laws that may be imposed by the U.S. Government
and any country or organization of nations within whose jurisdiction you operate or does
business. You are solely responsible for complying with Export Laws for all Excluded Data and
any of its content transmitted through the Buildscope360 Services. You shall advise

Buildscope360 in advance in the event you propose the use of the Excluded Data that requires
Buildscope360 to obtain additional licenses, permits, and/or approvals from any government in
the jurisdiction where you intend to use the Buildscope360 Services. Upon being advised of such
a requirement, Buildscope360 may, at its sole discretion: (i) terminate your Account; (ii) obtain
such licenses, permits, and/or approvals as may be required; or (iii) modify this Agreement such
that additional licenses, permits, and/or approvals are no longer required to be obtained by
Buildscope360.

10.3 Third Party Content. We may provide, or third parties may provide, links to other third-
party websites or resources that are beyond our control. We make no representations as to the

quality, suitability, functionality, or legality of any sites to which links may be provided, and you
hereby waive any claim you might have against us with respect to such sites. BUILDSCOPE360
IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT
ARE LOCATED OUTSIDE THE SITE. Your correspondence or business dealings with, or
participation in promotions of, advertisers or partners found on or through the Site, including
payment and delivery of related goods or services, and any other terms, conditions, warranties, or
representations associated with such dealings, are solely between you and such advertiser or
partner. You agree that we are not responsible or liable for any loss or damage of any sort
incurred as the result of any such dealings or as the result of the presence of such advertisers or
links to third-party websites or resources on the Site.
10.4 Assignability. You may not assign your rights or obligations under this Agreement without
Buildscope360's prior written consent. If consent is given, this Agreement will bind your
successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under
this Agreement except as expressly provided in this Agreement is void. Buildscope360 may
freely assign its rights, responsibilities, and obligations under this Agreement.
10.5 Notices. Except as otherwise permitted by this Agreement, any notice required or permitted
to be given in accordance with this Agreement will be adequate only if it is in writing and sent
using: (a) Buildscope360 Services; (b) by certified or registered mail; or (c) insured courier, to
the appropriate Party at the address set forth on the Site for Buildscope360. Either Party may
change its address for receipt of notice by notice to the other Party through a notice provided in
accordance with this Section 10.5. Notices are deemed given upon receipt if delivered using
Buildscope360 Services, two (2) business days following the date of mailing, or one (1) business
day following delivery to a courier.
10.6 Force Majeure. Except for any payment obligations, neither Party will be liable for failure
to perform any obligation under this Agreement to the extent such failure is caused by a force
majeure event (including acts of God, natural disasters, war, civil disturbance, action by a
governmental entity, strike, and other causes beyond the Party's reasonable control). The Party
affected by the force majeure event will provide notice to the other Party within a commercially
reasonable time. It will use commercially reasonable efforts to resume performance as soon as

practicable. Obligations not performed due to a force majeure event will be performed as quickly
as reasonably possible when the force majeure event concludes.
10.7 Governing Law, Venue. This Agreement shall be governed in accordance with and
interpreted under the laws of the State of Ohio without giving effect to its choice of law
provisions. Without limiting either Party's obligations toward alternative dispute resolution, any
action, suit, or other proceeding brought by either Party against the other Party shall be brought
in a State or Superior court or the United States District Court of competent jurisdiction in
Hamilton County, Ohio. Both Parties hereby submit to the exclusive jurisdiction of such courts
and waive any objection to jurisdiction or venue in any such proceeding. The provisions of the
U.C.C. and U.C.I.T.A. shall not apply to this Agreement or any Order Form hereunder.
10.8 Language and Translations. Buildscope360 may provide translations of this Agreement or
other terms or policies. Translations are provided for informational purposes, and if there is an
inconsistency or conflict between a translation and the English version, the English version will
control.
10.9 Waiver. The waiver by either Party of any breach of any provision of this Agreement does
not waive any other breach. The failure of any party to insist on strict performance of any
covenant or obligation in accordance with this Agreement will not be a waiver of such Party's
right to demand strict compliance in the future, nor will the same be construed as a novation of
this Agreement.
10.10 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid,
the remaining portions of this Agreement will remain in full force and effect. If any material
limitation or restriction on the grant of any license to you under this Agreement is found to be
illegal, unenforceable, or invalid, the license will immediately terminate.
10.11 Entire Agreement. This Agreement, which includes the language and paragraphs preceding
Section 1, is the final, complete, and exclusive expression of the Agreement between the parties
regarding the Buildscope360 Service(s) provided under this Agreement. This Agreement
supersedes and the parties disclaim any reliance on previous oral and written communications
(including any confidentiality agreements about the Buildscope360 Service(s) under this
Agreement) with respect to the subject matter hereof and apply to the exclusion of any other
terms that the User seeks to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing. Buildscope360 hereby rejects any additional or conflicting terms
appearing in a purchase order or any other ordering materials submitted by User and conditions
assent solely based on the terms and conditions of this Agreement as offered by Buildscope360.
Except as explicitly permitted in this Agreement, no modification or amendment of this
Agreement shall be effective unless it is in writing and signed by an authorized agent of the Party
against whom the modification or amendment is being asserted. In the event of an inconsistency
or conflict, the order of precedence in descending order of control is as follows: (a) the Master
Agreement, if any; (b) the Order Form, if any; and (c) these Terms and Conditions.