Last Updated: October 10, 2024

1. Introduction

These Terms of Service (“Terms”) are a binding legal agreement between you (the “Customer” or “User”) and Buildaible, Inc. (“Buildaible,” “we,” or “us”) that govern your use of our cloud-based relational database no-code application builder (the “Service”). By accessing or using our Service, you agree to comply with and be bound by these Terms, along with any other agreements referenced herein, including our Privacy Policy and Acceptable Use Policy.

If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, and references to “you” will refer to both you and the organization.

2. Definitions

“Service”: Buildaible’s cloud-based platform for building, managing, and integrating applications, including all associated software, tools, APIs, documentation, and hosted services.

“Customer”: The entity (individual or organization) subscribing to and using the Service.

“Content”: Data, applications, files, documents, or any other materials uploaded or created by the Customer through the Service.

“User”: Any individual authorized by the Customer to use the Service, including employees, contractors, or agents.

“Subscription Term”: The period for which the Customer is authorized to use the Service, as specified in the applicable Order or Subscription Plan.

“Order”: A document, electronic order, or agreement specifying the services and subscription details, including pricing and term, agreed to by the Customer.

3. Account Registration & Responsibilities

3.1 Eligibility

To use Buildaible, you must be at least 16 years old, or older if required by your local laws. If you are under the age of majority in your jurisdiction, your parent or legal guardian must consent to these Terms on your behalf.

3.2 Account Registration

To access the Service, you must create a Buildaible account. When registering, you agree to:

• Provide accurate, complete, and current information.
• Maintain the security of your account credentials.
• Notify Buildaible immediately of any unauthorized access or breach of your account.

You are responsible for any activity under your account, and you may not share account credentials except where expressly permitted by Buildaible for service accounts.

4. Use of the Service

4.1 Subscription Plans

The Service is provided on a subscription basis, with multiple tiers available depending on the functionality required. Subscription plans may vary based on factors such as:

• The number of Users or applications.
• Access to advanced features (e.g., AI tools, automation, or advanced reporting).
• Storage limits, API usage, or other capacity metrics.

4.2 License Grant

Subject to these Terms and your compliance, Buildaible grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service solely for your internal business operations during the Subscription Term.

4.3 Usage Restrictions

You agree not to:

• License, sublicense, sell, resell, transfer, or distribute the Service to third parties.
• Reverse engineer, disassemble, or attempt to derive the source code or underlying structure of the Service.
• Interfere with or disrupt the integrity or performance of the Service, or any data contained therein.
• Use the Service to develop a competing product or service.
• Access or use the Service in violation of applicable laws or third-party rights, including intellectual property rights.

4.4 Updates & Changes to Service

Buildaible may update, modify, or discontinue any aspect of the Service at any time, including removing features, adding new functionality, or applying security patches. Buildaible will use reasonable efforts to notify you of significant changes. Continued use of the Service constitutes acceptance of any changes.

5. Content Ownership & Licenses

5.1 Customer Content Ownership

As between you and Buildaible, you retain all rights to your Content. Buildaible will not claim ownership over any Content that you upload or create within the Service. However, by using the Service, you grant Buildaible a worldwide, non-exclusive, royalty-free license to use, store, process, and transmit your Content as needed to provide and improve the Service.

5.2 Buildaible Intellectual Property

Buildaible retains all rights, title, and interest in and to the Service, including any software, tools, documentation, and intellectual property related to it. No rights are granted to you other than as expressly provided in these Terms.

5.3 Feedback

If you provide feedback or suggestions regarding the Service, Buildaible may use that feedback without obligation to you. You hereby grant Buildaible a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to incorporate such feedback into the Service or other Buildaible products or services.

6. Security, Privacy, and Data Protection

6.1 Data Security

Buildaible takes commercially reasonable measures to secure your data. However, Buildaible cannot guarantee absolute security, and you are responsible for maintaining backups of your Content.

6.2 Privacy Policy

Your use of the Service is also governed by Buildaible’s Privacy Policy, which outlines how we collect, use, and share your personal data.

6.3 Compliance with Laws

You are responsible for ensuring that your use of the Service complies with all applicable laws, including data protection regulations. If you are subject to specific regulatory requirements (e.g., HIPAA, GDPR), you must notify Buildaible in advance, and additional terms or agreements may apply.

7. Fees and Payment

7.1 Subscription Fees

You agree to pay the subscription fees in accordance with the pricing outlined in the applicable Order or Subscription Plan. All fees are non-refundable, except as otherwise provided in these Terms.

7.2 Billing and Payment Terms

Buildaible will charge your payment method automatically based on your selected billing cycle (e.g., monthly or annually). Late payments may incur interest charges at the lesser of 1.5% per month or the maximum rate allowed by law. Buildaible reserves the right to suspend or terminate access to the Service for unpaid amounts.

7.3 Changes to Pricing

Buildaible may modify its fees for the Service upon at least 30 days’ notice prior to the renewal of your Subscription Term. Fee increases will take effect at the beginning of the next subscription period.

8. Suspension and Termination

8.1 Suspension of Service

Buildaible reserves the right to suspend your access to the Service if you:

• Violate these Terms.
• Fail to pay fees when due.
• Cause harm to the Service or other Users.

Suspension will not relieve you of your obligation to pay outstanding fees.

8.2 Termination by Customer

You may terminate your subscription at any time through the Buildaible dashboard or by contacting customer support. Termination will be effective at the end of your current billing cycle, and no refunds will be provided for unused periods.

8.3 Termination by Buildaible

Buildaible may terminate your subscription immediately if:

• You breach these Terms and fail to cure the breach within 30 days of notice.
• Your actions or use of the Service present a risk to Buildaible or its users.

Upon termination, you must stop using the Service, and Buildaible may delete your account and Content after a reasonable period.

9. Representations and Warranties

9.1 Customer Representations

You represent and warrant that:

• You have the legal right and authority to enter into these Terms and to use the Service.
• Your Content and use of the Service will not infringe on the rights of any third party, including intellectual property, privacy, or other rights.
• You will comply with all applicable laws, including data protection and export control laws.

9.2 Buildaible Warranties

Buildaible warrants that:

• The Service will substantially conform to its documentation.
• It will use commercially reasonable efforts to maintain the availability and performance of the Service as described in the Service Level Agreement (SLA).

9.3 Disclaimer of Warranties

Except as explicitly stated in these Terms, Buildaible provides the Service “as is” and “as available,” and disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

10.1 Exclusion of Damages

To the maximum extent permitted by law, Buildaible will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of data, business, profits, or reputation.

10.2 Limitation of Liability

Buildaible’s total liability under these Terms will not exceed the total fees paid by you in the 12 months preceding the claim.

11. Indemnification

You agree to defend, indemnify, and hold Buildaible and its officers, directors, employees, contractors, agents, and affiliates harmless from any claims, damages, liabilities, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Service.
• Any breach by you of these Terms or applicable laws.
• Any claims that your Content infringes or violates the rights of any third party, including but not limited to intellectual property, privacy, or proprietary rights.

Buildaible reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

12. Confidentiality

Both parties agree to maintain the confidentiality of any non-public, proprietary, or confidential information disclosed by the other party in connection with the Service (“Confidential Information”). Each party agrees to:

• Use Confidential Information only for the purposes of fulfilling obligations under these Terms.
• Protect Confidential Information from unauthorized use, access, or disclosure.

Confidential Information does not include information that:

• Is already in the public domain or becomes publicly available through no fault of the receiving party.
• Was independently developed by the receiving party without access to the disclosing party’s Confidential Information.
• Is required to be disclosed by law, regulation, or legal process.

13. Security and Data Protection

13.1 Security

Buildaible uses commercially reasonable security practices to protect the integrity, confidentiality, and availability of Customer data. However, no method of transmission over the internet or method of electronic storage is 100% secure, and Buildaible cannot guarantee absolute security.

13.2 Data Processing

Buildaible processes data in accordance with its Privacy Policy, and all Customer data uploaded to or created within the Service will be treated as confidential. By using the Service, you agree to the terms of Buildaible’s data practices as outlined in the Privacy Policy.

13.3 International Data Transfers

If you are located outside of the United States, your data may be transferred to and processed in the United States or other jurisdictions where Buildaible or its service providers operate. By using the Service, you consent to the transfer of data to these jurisdictions, which may have different data protection laws than your country of residence.

14. Third-Party Services and Integrations

The Service may provide integrations with third-party platforms or services (e.g., APIs). You acknowledge that:

• Buildaible is not responsible for the availability or performance of third-party services.
• Any use of third-party services will be governed by the third party’s terms of service, and Buildaible makes no warranties or representations regarding such services.
• Buildaible is not liable for any issues arising from the use of third-party services or integrations.

15. Dispute Resolution

15.1 Informal Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms, you agree to first contact Buildaible to attempt to resolve the dispute informally. Both parties will use good faith efforts to resolve the dispute before pursuing legal remedies.

15.2 Arbitration

If the dispute cannot be resolved informally within 30 days, it will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will be conducted in [Delaware] or a mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

15.4 Governing Law

These Terms will be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflict of law provisions.

16. Miscellaneous

16.1 Assignment

You may not assign or transfer your rights or obligations under these Terms without Buildaible’s prior written consent. Buildaible may assign or transfer these Terms, in whole or in part, to any entity as part of a merger, acquisition, or sale of assets.

16.2 Entire Agreement

These Terms, including any documents incorporated by reference (e.g., Privacy Policy, Service Level Agreement), constitute the entire agreement between you and Buildaible and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral, concerning the subject matter hereof.

16.3 No Waiver

Buildaible’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision. Any waiver must be in writing and signed by both parties to be enforceable.

16.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified so that it is valid and enforceable to the maximum extent permitted by law.

16.5 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, governmental regulations, and internet or electrical outages.

17. Contact Information

If you have any questions regarding these Terms or wish to contact Buildaible for any reason, you can reach us at:

Buildaible, Inc.

[Address]

[Email Address]

[Phone Number]

By using Buildaible, you acknowledge that you have read, understood, and agree to these Terms of Service.

Exhibit A: Service Level Agreement (SLA)

1. Definitions

• Availability: The percentage of time the Service is available for use in a given calendar quarter, excluding planned outages.
• Outage: Any period when the Service is not available, except for Permitted Outages as defined below.
• Permitted Outages: Downtime due to planned maintenance, emergency maintenance, or circumstances beyond Buildaible’s control (e.g., natural disasters, DDoS attacks, etc.).

2. Availability Target

Buildaible aims to provide 99.9% uptime for the Service. This availability is measured on a quarterly basis, excluding Permitted Outages.

3. Credits

If Buildaible fails to meet the Availability Target, customers may request a service credit as follows:

• Availability of 99.9% or higher: No credit.
• Availability below 99.9% but above 99.6%: 1% service credit.
• Availability below 99.6% but above 99.0%: 3% service credit.
• Availability below 99.0%: 5% service credit.

To request a service credit, you must submit a claim to Buildaible within 15 days following the end of the applicable quarter.