BuildingEase, Inc.
Terms of Service

ATTENTION: Please read these Terms of Service and the BuildingEase Privacy Policy carefully before using this website. Using this website indicates that you accept these terms. If you do not accept these terms, do not use this website.

This document is an agreement between you and BuildingEase, Inc. (“BuildingEase”, “we” or “us”) that describes the Terms of Service (“TOS”) subject to which you may access and use the content and services offered on the websites operated by or on behalf of BuildingEase or its Affiliates, including but not limited to http://BuildingEase.com/ (the “BuildingEase Sites”). You represent and warrant that you are, or represent, a Customer or Vendor (as such terms are defined below) and that you are authorized to accept the TOS on behalf of your business or employer. The services and tools offered on some BuildingEase Sites may be subject to additional terms and conditions described herein, on a BuildingEase Site, or provided with such services or tools. YOU ACKNOWLEDGE AND AGREE THAT BY BROWSING OR USING THE CONTENT, SERVICES AND TOOLS OFFERED BY THE BUILDINGEASE SITES, YOU HAVE AGREED TO BE BOUND BY THESE TERMS OF SERVICE AND ANY ADDITIONAL TERMS THAT MAY APPLY. BuildingEase reserves the right, in its sole discretion, to determine if you have violated these TOS, and to take any action it deems appropriate. You acknowledge that BuildingEase shall have the right to terminate your access to the BuildingEase Sites or Services (as defined below) or to close your BuildingEase account(s) for violation of any of these terms. For the purposes of the TOS, “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.   

Please note that BuildingEase reserves the right to revise these TOS at any time by posting an update to this page. Your continued use of the BuildingEase Sites or Services following the posting of changes to these TOS will mean you accept those changes. NOTWITHSTANDING THE FOREGOING, THIS RIGHT TO MODIFY THIS AGREEMENT SHALL NOT INCLUDE THE AGREEMENT TO ARBITRATE SET FORTH IN SECTION 18. NO PART OF THE AGREEMENT TO ARBITRATE MAY BE AMENDED, DISCHARGED, MODIFIED, OR WAIVED EXCEPT IN A WRITING SIGNED BY BOTH PARTIES.

1. Use: The BuildingEase Sites are made available for your professional use, i.e. use for normal business purposes (including educational purposes) connected with research, workflow, procurement and sale of building materials, only. Except as otherwise provided by specific terms governing a Service, product, or other information, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any of the information, tools, products, or Services obtained from the BuildingEase Sites. COPYING OR REPRODUCTION OF CONTENT OR FUNCTIONALITY TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
2. BuildingEase Services:  BuildingEase provides a platform designed for use by architects, designers, consultants, building contractors, property owners, procurement professionals, and others with an interest in sourcing various building materials (“Customers”) as well as by manufacturers, distributors, and other sellers of such building materials (“Vendors”). Customers, Vendors, and any other visitors to or users of the BuildingEase Sites are referred to collectively as “Site Users” in these TOS. BuildingEase provides Site Users with content, functionality and tools related to research, sourcing, ordering and selling such building materials, as well as opportunities to connect with other Site Users for various related purposes (collectively the “Services”). For avoidance of doubt: (i) Services do not include fulfillment of any Transactions (as defined below), and BuildingEase’s role in Transactions is limited to providing information to and connections between potential parties to such Transactions; and (ii) BuildingEase, while it may store certain data of yours incidental to the Services, does not provide data storage services as such, and you are solely responsible at your sole cost and expense for creating backup copies of your own Listings, as defined in Section 6 (Listings), User Content as defined in Section 7 (User Content), and any other information you supply to BuildingEase. Certain Services to Customers may be offered free of charge but others are offered for a fee, payment of which will be collected via credit card payment or other transfer at the time such Services are ordered, in accordance with our then-current applicable price list. Certain Services to Vendors are subject to annual or monthly subscription fees and/or a fee based on the value of transactions initiated through BuildingEase Sites (“Fees”). Only those Vendors electing to use Services subject to the payment of Fees will be subject to a separate Vendor Services Agreement between the Vendor and BuildingEase that incorporates these TOS by reference.
3. Registration: In order to access certain Services, Site Users are required to register with BuildingEase by providing their name; business, company or organization name; e-mail address; and payment information if applicable. Subject to their compliance with the TOS, BuildingEase grants Site Users a limited, non-exclusive license to utilize the Services so long as they are eighteen (18) years of age or older. In order to access or use certain Services, Site Users must provide current and accurate identification and other information as part of the registration process or continued use of the Services. Any Site User that provides registration or other information to BuildingEase in connection with their use of any Service will be responsible for maintaining the accuracy and completeness of such information. Upon registration, Site Users may be provided with or have the opportunity to create a username (or use their email address) and a password to access or use the Services (the “Account Information”). Site Users are responsible for maintaining the confidentiality of their Account Information, if any, and, accordingly, will be fully responsible for all activities that occur utilizing their Account Information. Site Users agree to immediately notify BuildingEase of any unauthorized use of their Account Information or any other breach of security with respect to the BuildingEase Sites or Services of which they become aware. BuildingEase will not be liable for any loss or damage arising from a Site User’s failure to provide us with accurate information or to keep their Account Information secure. BuildingEase may, at any time, revoke a Site User’s access to the Services for any reason in its sole discretion, including, but not limited to, if BuildingEase believes that the Site User is in breach of these TOS. Upon any expiration of Services ordered by a Site User, or any termination of these TOS, the Site User’s access and other rights to these Services will be cancelled and cease. In such event, the Site User must cease any further use of the Services.
4. Terms for Site Users who are Vendors:
   
   If you are a Vendor, you agree to the following by utilizing the BuildingEase Sites:
   
   a. By using the BuildingEase Sites, you consent to being contacted by mail, phone, email, or text message by BuildingEase to request additional information to facilitate your use of the Services.
   
   b. BuildingEase does not make any warranty with respect to the creditworthiness or suitability of any Customer or Site User, or the terms of any agreement you may enter into with any Customer.
   
   c. Your use of the BuildingEase Sites is voluntary and can be terminated by either you or BuildingEase for any reason at any time with written notice. However, any Transactions (as defined below) identified by you prior to such termination will continue to be subject to the terms of these TOS and the Vendor Fee Agreement.
   
   d. You agree that information regarding any Customer, prospective Transaction, or business leads generated by your use of the BuildingEase Sites may not be sold or otherwise shared with any other third party, except as reasonably necessary to facilitate the successful completion of a Transaction. You will not use, store, or disclose any information provided by BuildingEase with respect to any Customer for any purpose other than for you to engage with a Customer to supply products or services to such Customer.
5. Terms for All Site Users: Whether you are a Vendor or another Site User, by utilizing a BuildingEase Site, including without limitation any Forums made available by BuildingEase, you agree to the following, as applicable:
   
   a. You will obtain and maintain any and all applicable licenses or registrations required for you to perform any business activities in your industry;
   
   b. You will perform any such business activities in a professional manner and in accordance with industry standards;
   
   c. You will respond promptly to inquiries from BuildingEase with regard to the status of any request made by you to a Vendor;
   
   d. You acknowledge that BuildingEase is not a party to any contract resulting from or related to any Transaction;
   
   e. You will not assign or delegate (except to your employees or contractors) any of your rights or obligations under these TOS;
   
   f. You will comply with any and all applicable laws of the United States, any of its states, and any other national government or political subdivision in connection with your participation in Transactions, including but not limited to unfair competition, anti-discrimination, unfair and deceptive advertising, privacy and data security and retention, text messaging and spam;
   
   g. All marketing copy and other information provided by you to BuildingEase constitutes “User Content” as defined in Section 7 of these TOS;
   
   h. You are responsible for obtaining physical access to the BuildingEase Sites and Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the Services;

   
   i. You will not use, or attempt to use, the Services, including without limitation Forums, to convey any information that may be considered unlawful, fraudulent, harassing, libelous, abusive, threatening, obscene, hateful, offensive, harmful, vulgar, distasteful, defamatory, or invasive of another person’s privacy or proprietary rights, or that threatens, incites, promotes or actively encourages violence, terrorism, or other serious harm; or that promotes or encourages child sexual exploitation or abuse.
   
   j. You will not use, or attempt to use, the Services to violate the security, integrity or availability of any Site User, network, computer or communications system, software application, or network or computing device. You will not use, or attempt to use, the Services to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations.
   
   k. You will not impersonate, or attempt to impersonate, any other individual, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with BuildingEase, or otherwise attempt to mislead others with respect to your identity;
   
   l. BuildingEase may receive a commission or other payment in connection with products offered for sale by a Vendor to a Customer through a BuildingEase Site (each a “Transaction”) that (i) is completed by a Customer or any of its Affiliates or agents; and (ii) results, directly or indirectly, from a connection with any other Site User through a BuildingEase Site or from use of a BuildingEase Site by you or another Site User; and
   
   m. You represent and warrant that all Transactions will be completed through the BuildingEase Sites, and that in consideration of our effort and investment in providing product information, referrals, and other information to you, you will not circumvent the BuildingEase Sites in completing any Transaction.

6. Listings: As part of the Services, BuildingEase provides Site Users with information regarding various building materials (each a “Listing”) on BuildingEase Sites. Vendors may submit Listings to BuildingEase. Except as may be set forth in a Vendor Fee Agreement, BuildingEase may, but is not obligated to, share such Listings with other Site Users or other third parties. Listings constitute “User Content” as defined in Section 7 (User Content) of these TOS. By submitting Listings to BuildingEase through the BuildingEase Sites or otherwise, you agree that:
   
   a. You will at all times accurately represent or describe the product referenced in a Listing;
   
   b. BuildingEase shall have the sole authority to choose the manner in which any Listing will be searched, displayed, accessed, downloaded, copied, modified, and otherwise used on the BuildingEase Sites;
   
   c. You will respond (and require your Affiliates and agents, if applicable, to respond) promptly, thoroughly, and in a professional manner to all inquiries relating to a Listing, including inquiries from other Site Users;
   
   d. You are solely responsible for compliance with marketing regulatory requirements in connection with your Listings, including but not limited to the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), and FTC Guidance regarding Dot Com Disclosures; and
   
   e. You represent and warrant that: (i) you are, or your employer is, an authorized seller of the product described in each Listing; and (ii) you will comply with any and all laws of the United States, any of its states, and any other national government or political subdivision applicable to the provision and dissemination of Listing information, including but not limited to, laws concerning unfair competition, anti-discrimination, unfair and deceptive advertising, privacy and data security and retention, text messaging and spam.
7. User Content: Site Users may have the opportunity to upload various forms of content to BuildingEase Sites, including without limitation Forums, which may include Site User contributions to discussions, information, marketing copy, and other information, data, text, sound, photographs, graphics, video, messages, tags, or other materials in connection with their use of the Services (“User Content”). By submitting User Content, you give BuildingEase a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, create derivative works of, translate, publish, publicly perform, publicly display, and distribute such User Content. By submitting User Content, Site Users represent and warrant that they have obtained all third party consents, permissions and/or licenses necessary or required to grant these rights to BuildingEase. By accessing, viewing, or otherwise using BuildingEase Sites, you agree:
   
   a. You are solely responsible for the accuracy, quality, integrity, and legality of the User Content submitted by you;
   
   b. BuildingEase is not required to pre-screen User Content and, as such, BuildingEase does not guarantee the accuracy, integrity, or quality of such User Content;
   
   c. You will evaluate and bear all risks associated with the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content;
   
   d. You may be exposed to User Content that is indecent, offensive, or otherwise objectionable;
   
   e. Under no circumstances will BuildingEase be liable in any way for any User Content, including, but not limited to, any errors or omissions in any such User Content, or for any loss or damages or any kind incurred as a result of the use of any such User Content;
   
   f. If BuildingEase is made aware of User Content that may: (i) be libelous, obscene, excessively violent, scandalous, defamatory, or that BuildingEase determines in its sole discretion to be otherwise unacceptable, undesirable, or objectionable; (ii) violate any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on fraud, libel, slander, and invasion of privacy; or (iii) hold BuildingEase, its Affiliates, or third party content or product providers open to scorn or ridicule, BuildingEase has the right, but not the obligation, to remove or disable access to such User Content; and
   
   g. BuildingEase may reject or decline to publish any User Content at any time for any reason.
8. Third-Party Content, Links and Services: The BuildingEase Sites may display content or tools provided by third parties, links to third-party web pages, and advertisements and solicitations to purchase products or services (collectively “Third Party Content”). In consideration of the convenience of BuildingEase making Third Party Content available or accessible to you, you acknowledge that BuildingEase is not responsible for any such Third Party Content. You also agree that BuildingEase is not responsible or liable for any losses or damages you experience with respect to any Third Party Content that you choose to rely upon or advertisements you respond to, and that you must contact the third party directly for any remedies that may be available to you. You acknowledge and agree that BuildingEase may from time to time engage certain Affiliates or other third parties to provide all or part of the Services to you.
9. Site User Forum:
   
   a. As part of the Services, BuildingEase may make available on or through the BuildingEase Sites one or more chat rooms, message boards, discussion groups or other means of communication among Site Users (each, a “Forum”) for the purpose of enabling Site Users to interact with one another and share knowledge, information, tips, and experiences from their use of the BuildingEase Sites and their participation in the building industry and related businesses and industries. All use of any BuildingEase Forum is subject to these TOS, including in particular Sections 5 (Terms for All Site Users), 6 (Listings), 7 (User Content), and 8 (Third-Party Content, Links and Services). By registering for any BuildingEase Forum, you agree to comply with these TOS and all applicable BuildingEase policies. You also agree to monitor and control all activity conducted through your BuildingEase Forum account(s) to prevent any violation of these TOS, and to keep all passwords and login information confidential.
   
   b. To encourage and foster a positive environment, BuildingEase may designate BuildingEase employees to act as moderators and administrators for any BuildingEase Forum; however, BuildingEase shall have no obligation to do so and no liability for any information or content posted to any BuildingEase Forum by any Site User. BuildingEase at its sole discretion may remove or alter any Site User submission to any BuildingEase Forum at any time, with or without notice, for violation or suspected or apparent violation of these TOS or any BuildingEase policy; for otherwise being deemed inappropriate or unlawful; or for any other reason.
   
   c. You agree to defend and indemnify BuildingEase and its Affiliates, and their respective officers, directors, employees, and contractors, from and against any claim by a third party arising out of or related to your use or attempted use of any BuildingEase Forum in violation of these TOS; your violation of any law or the rights of any third party through a BuildingEase Forum; or any information or content you post to a BuildingEase Forum, including without limitation any claim of infringement, misappropriation, or violation of any intellectual property, privacy, or other right.
10. BuildingEase Intellectual Property Rights: BuildingEase, the BuildingEase logo, and related Services names and logos (the “Marks”) are the trademarks of BuildingEase, or its licensors, in the United States, other countries, or both. Except for User Content and Third Party Content, the BuildingEase Sites, including any text, graphics, sounds, images, and software of BuildingEase (the “Site Materials”), are the intellectual property of BuildingEase or its licensors, Affiliates, or other third parties. The Site Materials are protected by United States and foreign intellectual property laws, including without limitation copyright laws. Except as stated herein, none of the Site Materials may be copied, reproduced, or distributed in any form without the prior written permission of BuildingEase. The following shall be and remain the sole and exclusive property of BuildingEase, and may be used by BuildingEase in any manner it sees fit: (A) any feedback on the design, features, functionality, performance or other attributes of the BuildingEase Sites provided by Site Users to BuildingEase, and B) any metadata generated by Site Users’ interaction with the BuildingEase Sites.
11. Privacy: In order to operate and provide the BuildingEase Sites, we collect certain information about you. Our practices with respect to the information we collect is described in our privacy policy which is available at [insert hyperlink], except for any BuildingEase Site(s) that may have their own, separate privacy policies where such privacy policies shall apply and control (collectively, “Privacy Policy”). By agreeing to the TOS, you acknowledge that you have been given the opportunity to fully read our Privacy Policy and be informed of how the BuildingEase Sites may collect and process your information. Information, including but not limited to personal information, collected through the Site may be stored and processed in the United States or any other country in which BuildingEase or its Affiliates, or agents maintain facilities. For more details, please review the Privacy Policy.
12. Charges, Billing, Payment: By registering for a Service you acknowledge and agree to the following terms:
    
    a. Fees. You agree to provide BuildingEase with valid credit card or other electronic payment information (e.g. ACH or wire transfer information). BuildingEase may take commercially reasonable actions to validate your credit card or other payment information. When you sign up for a Service requiring fees (e.g. without limitation, subscription, advertising, sponsorship), the credit card account or other account you provided will be charged a prorated amount for the current calendar month, if applicable, and thereafter on or before the first business day of each month on a recurring basis until you cancel the Service. Such charges may include: (1) monthly or annual subscription fee, as applicable, in advance; (2) non-recurring fees that were incurred by you in connection with Transactions the previous month, as more fully described in the Vendor Fee Agreement supplement to these TOS and (3) any unpaid amounts due from previous months, including late payment fees and interest accrued, as applicable. Fees do not include, and you are responsible for, any sales, use, VAT, or other applicable taxes. All fees are payable in US Dollars only. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to you, or in the form of an announcement on the applicable BuildingEase Site. If you are a Vendor the Vendor Fee Agreement applies to you and you must accept it in order to receive Services.
    
    b. Credit Card Charges. If, when you choose to pay fees with a credit card, BuildingEase does not receive payment from your credit card issuer, you agree to pay BuildingEase all amounts due immediately upon demand, including any fees resulting from failure of your credit card issuer to process charges. If you dispute any charge to your credit card made by BuildingEase, unless prohibited by law, you agree not to cancel, revoke, charge back or dispute any amounts previously charged to your credit card. If you do any of the foregoing and it is later determined that the charge was properly authorized pursuant to these TOS, you agree to pay all out-of-pocket fees and costs incurred by BuildingEase as a result of the improper cancellation, revocation, chargeback or dispute.
    
    c. Suspension Upon Late Payment. You must pay all charges in full each month as set forth in this Section 12. In the event of late payment, BuildingEase reserves the right to suspend the provision of the Services to you and/or impose a late payment fee and/or charge interest on any amounts overdue. Such late payment fee will be the lesser of: (1) one and one-half percent (1.5%) of such overdue payment per every thirty (30) day period or portion thereof; or (2) the maximum amount permissible by applicable law. You agree to pay all attorneys’ and collection fees arising from efforts by BuildingEase to collect any past due amounts from you to the extent allowed by law.
13. Refund and Cancellation Policy: All charges for Services are final and nonrefundable. No refunds or credits will be issued for partial periods of service, upgrades/downgrades of Services, or periods during which an active subscription is unused, including, but not limited to, instances involving the removal by BuildingEase of a Site User. There are no charges for canceling a Service subscription, and Service subscriptions cancelled at least 48 hours prior to the end of any calendar month will not be charged again in the following calendar month unless a longer cancellation period is specified in terms relating to a particular Service. The amount charged on the next billing cycle will be automatically updated to reflect any changes to the Service subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to User Content, features, or an increase or reduction in applicable Fees or functionality provided by the Service.
14. Compliance with Laws: By accessing or using the BuildingEase Sites or Services, you agree to comply with all laws, rules and regulations implemented by any government authority or agency which govern or apply to the use of the BuildingEase Sites and any Services. Without limiting the generality of the foregoing, you expressly agree not to export or re-export any of the content contained in the BuildingEase Sites to countries or persons prohibited under the export control laws of the United States or those of other countries in which you may utilize the BuildingEase sites. You acknowledge that the use of the BuildingEase sites may cause data to be transferred to a country outside your country or the country where such data originated, and you consent to such transfer.
15. Legal Disclaimers: The BuildingEase Sites and the information provided therein are for the convenience of visitors to the BuildingEase Site, Site Users, and customers and potential customers of BuildingEase and its Services. You acknowledge and agree that the User Content and Third Party Content include public contributions, that there are inherent limitations to the accuracy or currency of such information, and that such information may be incomplete, may contain inaccuracies, or may be based on opinion. BUILDINGEASE DOES NOT SCREEN THIRD PARTY CONTENT OR USER CONTENT FOR ACCURACY OR TRUSTWORTHINESS. TO THE FULLEST EXTENT PERMITTED BY LAW, BUILDINGEASE AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE BUILDINGEASE SITES OR THE SERVICES. THE BUILDINGEASE SITES AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTY, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. BUILDINGEASE DISCLAIMS ANY IMPLIED, EXPRESS, OR STATUTORY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE BUILDINGEASE SITES OR SERVICES. BUILDINGEASE DOES NOT WARRANT THAT THE BUILDINGEASE SITES OR SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT THE BUILDINGEASE SITES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE BUILDINGEASE SITES OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK.
16. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES WILL BUILDINGEASE, ITS OFFICERS, DIRECTORS, AFFILIATES, OR LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER WHETHER OR NOT FORESEEN, ON ACCOUNT OF YOUR USE, MISUSE, OR RELIANCE ON THE BUILDINGEASE SITES, THE SERVICES, OR THIRD PARTY CONTENT, USER CONTENT OR SITE MATERIALS, INCLUDING BUT NOT LIMITED TO LISTINGS OR TRANSACTIONS. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, RELIANCE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR DAMAGES FOR LOSS OF DATA ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY EVEN IF BUILDINGEASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Indemnity: You agree to defend, indemnify, and hold harmless BuildingEase, its Affiliates, and their respective officers, directors, employees, consultants, agents and suppliers from and against any and all claims, liabilities, damages, and/or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to: (i) your use of the BuildingEase Sites or Services, (ii) any violation of these TOS or applicable law by you in connection with your use of the BuildingEase Sites or Services, (iii) any actual or alleged infringement by you, or any person accessing the BuildingEase Sites or Services using your Account Information, of any intellectual property or privacy or other right of any third party, or (iv) any unauthorized use of the Services utilizing your Account Information, whether or not known or authorized by you.
18. Governing Law; Mediation:
    
    Any controversy or claim arising out of or relating to these TOS and the agreements and policies referenced herein, or the breach thereof, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A., without giving effect to its conflict of laws provisions. In the event of such a controversy or claim, you and BuildingEase shall attempt to negotiate a resolution through your respective senior executives. If after sixty (60) days the controversy or claim is not resolved, it shall be submitted to mandatory nonbinding mediation with a private mediator mutually agreed upon by you and BuildingEase; provided, that if you and BuildingEase are unable to agree on a mediator, you and BuildingEase shall each nominate a mediator and the two mediators shall together select a third mediator to mediate the controversy or claim. Mediation shall take place in Boston, Massachusetts, or via online teleconferencing, and the language of mediation shall be English. You and BuildingEase shall each bear its own expenses of mediation, and both shall equally share the cost of the mediator regardless of the outcome. If mediation is unsuccessful in resolving a controversy or claim, either Party may then have recourse to the state and federal courts sitting in Boston, Massachusetts U.S.A., which shall be the sole venue for and have exclusive jurisdiction in the matter.
    
    Notwithstanding the foregoing paragraphs, BuildingEase shall be entitled to seek injunctive relief in any court of competent jurisdiction.
19. Entire Agreement, Waiver; Severability; Assignment: These TOS and the agreements and policies referenced herein constitute the entire agreement between you and BuildingEase with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any failure by BuildingEase to enforce a provision of these TOS is not a waiver of its right to enforce that or any other provision. If for any reason any provision or portion of these TOS are held to be unenforceable, the remainder of these TOS will continue in full force and effect. You may not assign or delegate any rights or obligations hereunder. BuildingEase may assign and/or delegate all of its rights and/or duties at its sole discretion to any third party.

These Terms of Service were last amended on June 15, 2025.