TERMS OF USE AGREEMENT

Last Updated: January 3, 2025

This Terms of Use Agreement (the “Agreement”), is entered into by and between Buildout, Inc. parent company of both Prospect by Buildout and LTRAC LLC, LTRAC LLC dba “ProspectNow” and the person contracted along with who is logged into the Prospect-by-buildout.com website, the (“Customer”) and is effective (the “Effective Date”) upon the customer clicking accepting this agreement on the website. In addition to the terms and conditions provided here, if you choose to subscribe or pay for the service, you will also be governed by credit card/payment authorization form indicating a fee or trial access period along with other terms found here within. If you do not agree to these terms and conditions, do not access information from the service. The following terms are in support of both Prospect by Buildout ("Prospect") and ProspectNow.

RECITALS

WHEREAS, Prospect has developed an application (the “Service”) that allows third parties to view and access data from a database of multifamily and commercial property owners via the Prospect-by-buildout.com website (the “website”) and

WHEREAS, Customer desires to utilize the Service to access certain data which is owned or licensed by Prospect (the “Data”), subject to the restrictions and limitations set forth herein.

NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows.

AGREEMENT

SECTION 1. SERVICES.

1.1 SERVICE; LICENSE. Pursuant to the terms and conditions of this Agreement, Prospect grants Customer a non-exclusive, non-transferable, non-assignable, limited license to use the WEBSITE to query Prospect’s servers and access and use the Data residing on the servers (subject strictly to the terms and restrictions of this Agreement, including in Section 1.3,below). The foregoing license extends only to the number of unique users for the counties outlined in Exhibit C. The foregoing license shall terminate immediately upon any termination or expiration of this Agreement, including a termination by Prospect due to Customer’s breach. Customer shall be solely responsible for all costs associated with accessing the Data via the WEBSITE (e.g., internet connection costs, bandwidth costs). Such access may be accomplished via any electronic medium, including but not limited to the internet, intranets, portals, land-based lines, cable and wireless services.

1.2 PAYMENTS AND FEES. Customer agrees to pay Prospect for all services ordered in accordance with the payment schedule set forth in Exhibit B. Customer authorizes Prospect to debit the customers credit card for payments. Customer may not license any third parties the right to reproduce or otherwise utilize the WEBSITE or the DATA. Customer acknowledges and agrees that Customer shall be solely responsible for ensuring that any queries are affected by Customer in accordance with the restrictions outlined in Exhibit C. Each Prospect invoice is due and payable on receipt. Any amounts unpaid for thirty (30) days from the invoice date shall be subject to an interest charge of 1.5% per month. Failure to pay any amounts(s) owed when due may result in immediate discontinuance or suspension of the Service. Remedies for non-payment past 30 days include, but are not limited to, legal action to collect the full amount of unpaid payments on the contract or submission of the customer’s information to collection agencies and credit reporting companies to collect the full unpaid amount of the contract which may result in damage to the customer’s credit score.

1.3 RESTRICTED USES. Unless explicitly allowed under separate written and approved contract terms, Customer shall not:

(a) Copy, Reproduce, or Resell the Data

(b) Share unique user names or the data with other members of the customer’s organization that are not specified as users in Exhibit C.

(c) offer the Data via CD-ROM disc, optical disk, magnetic tape or via other physical media;

(d) further sell, license, or distribute the Data;

(e) use the Data in violation of any federal, state, or local law, rule, or regulation, including but not limited to laws regulating unsolicited (phone, fax, sms, email) advertising (e.g., the Telephone Consumer Protection Act, do-not call, CAN-SPAM), laws regulating privacy or credit information (e.g., the Fair Credit Reporting Act or other laws regulating consumer credit, the Health Insurance Portability and Accountability Act(HIPAA)).

(f) use the Data for purposes other than its own internal business purposes;

(g) use non-commercial phone records for marketing purposes

(h) use service to reverse engineer or compete with Prospect

(i) use real estate agent contact info for any marketing purposes or solicitation purposes other than End Users contacting an agent to make an offer on a property.

1.4 RESERVATION OF RIGHTS. Customer acknowledges and agrees that it has no rights to the Service, WEBSITE, or Data, except for the limited right to utilize the Service and WEBSITE (and access the Data) as set forth above, and during the Term (as defined below). Prospect expressly reserves all rights in the Service, WEBSITE, and Data including data that is contributed by the Customer’s end users to WEBSITE. The customer represents and warrants that any data added to the website by the customer does not violate the rights of any 3rd parties and the customer has full legal authority to do so. Nothing herein shall be construed to grant to Customer any rights in any trademarks or service marks of Prospect.

Furthermore Prospect reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable, for personal use, or illegal. This includes, but is not limited to, any party whose application of the data is not used for business purposes.

1.5 AVAILABILITY; SUPPORT. Prospect shall use commercially reasonable efforts to provide the Service to Customer during business operating hours with ability to contact via email twenty-four (24)hours a day, seven (7) days a week (subject to normal maintenance downtimes),pursuant to the terms and conditions provided herein. Prospect shall use commercially reasonable efforts to provide Customer support in accordance with its prevailing support policies.

SECTION 2. TERM & TERMINATION.

2.1 TERM. The term of the Agreement (the “Term”) shall begin on the Effective Date and continue as set forth in Exhibit A.

2.2 TERMINATION. Termination provisions shall be set forth in Exhibit A

2.3 SUSPENSION OF SERVICE. In the event Prospect cannot obtain, or loses the Data or rights to provide the Data to Customer, is required to suspend or terminate (or in Prospect’s opinion may be required to suspend or terminate) the Service by order of a regulatory agency having jurisdiction, or by reason of any self-regulatory agency rule, law, statute, or regulation, whether federal, state, or local, which may restrict provision of the Service and access of the Data, is threatened with a claim of infringement(or in Prospect’s opinion may be so threatened) with respect to the Service, or otherwise is unable to provide the Service, Prospect may terminate this Agreement with seven (7) days written (or e-mail) notice. Upon such termination Prospect will have no further liability to Customer (except to refund pro rata any pre-paid fees for the remainder off the term).

2.4 DEFAULT & TERMINATION. Prospect may immediately terminate this Agreement or temporarily suspend the Service(effective upon written or email notice), at any time, if (a) Customer is in violation of local, state or federal laws or regulations, or (b) Customer breaches any term in this Agreement.

2.5 SURVIVAL. Sections 1.3 and 1.4, and Section 3shall survive the expiration or termination of this Agreement.

2.6 AGREEMENT MODIFICATIONS. Customer hereby agrees that Prospect may change, revise, or modify the terms and conditions of this Agreement at any time, in its sole discretion; provided that Prospect provides Customer written or email notice of such changes and Customer continues to use the Service after the date seven (7) days from the receipt of such notice (such continued use shall constitute acceptance of the new or revised terms). If Customer does not agree to such changes or modifications, it may terminate this Agreement with written/e-mail notice within said seven (7) day period as its sole and exclusive remedy and refund any pre paid fees for the remainder of the term on a pro rata basis.

2.7 FREE TRIAL. By participating in this free trial(“Trial), you agree to be bound by our Terms and Conditions and the following terms provided here within, that in the event of a conflict the trial terms shall govern. The trial period will be for three (3) days from the date you activate your trial account. The free trial shall last for a period of three(3) days only. After the 3-day free trial, regular prices for the data service will be charged on a month-to-month basis. If you choose to cancel, you will no longer have access to any data you entered or have unlocked within your account. During the free trial, a user may leverage up to 15 owner lookups. You may cancel your 3-day free trial at anytime before it expires to halt the monthly Subscription within your account. Email support@Buildout.com if you need assistance.

2.8 CREDIT CARD DETAILS. By entering a credit card number, you agree that Prospect, and our Third Party service providers, may store your payment card information. After your one (1), 3-day free trial expires, you expressly authorize us to charge you, where applicable. (i)Subscription Fees, to be billed during a Subscription period (ii) other fees for Services purchased, including but not limited to, Add-ons (iii) charges for use of the Services in excess of other limitations, and (iv) taxes connected with your use of the Services.

SECTION 3. MISCELLANEOUS.

3.1 CONFIDENTIALITY. Customer shall not reveal to third parties any material non-public information learned by Customer in the course of utilizing the Service or the WEBSITE, including, but not limited to, rate schedules and the terms of this Agreement.

3.2 CUSTOMER MARKS. Customer hereby grants to Prospect a non-exclusive and limited license to use, reproduce, and display Customer’s trade names, logos and other trademarks and service marks (the “Customer Marks”) in connection with Prospect advertising, marketing and promotion of the Service. Further, at Prospect’s request, Customer will use reasonable efforts to provide Prospect with data and qualitative input about the application of the Service for use in marketing materials such as use cases, white papers and testimonials (the “Marketing Materials”) on Prospect operated Web sites or in similar print materials. Customer acknowledges and agrees that Prospect has all rights in such Marketing Materials, and may freely use and distribute such Marketing Materials. Customer additionally acknowledges that any unsolicited positive feedback Customer provides to Prospect, may be used by Prospect for inclusion in Marketing Materials (e.g., customer testimonials). Except as set forth herein, Customer retains all rights in the Customer Marks.

3.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROSPECT SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,WITH RESPECT TO THE SERVICE, DATA, THE WEBSITE, AND ANY OTHER MATERIALS MADE AVAILABLE BY IT TO CUSTOMER, INcLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF CUSTOMER IS ADVISED OF THE PURPOSE), WARRANTIES AGAINST INTELLECTUAL PROPERTY AND OTHER INFRINGEMENT AND THE IMPLIED WARRANTIES ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OR TRADE. PROSPECT SPECIFICALLY DISCLAIMS ANY CLAIM IN TORT (INCLUDING NEGLIGENCE), IN EACH CASE, WITH RESPECT TO THE SERVICE, DATA, WEBSITE, OR ANY OTHER MATERIALS PROVIDED BY PROSPECT AND ANY OTHER INFORMATION TECHNOLOGY, CONTENT, PRODUCTS OR SERVICES PROVIDED BY PROSPECT UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES,SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.

We specifically and expressly disclaim all warranties, representations and guarantees that your use of the Services will lead to the completion or success of any real estate transaction.Certain features of the Services enable you to generate estimates of property value. The results obtained from using these features are intended as informational estimates only and should only be used as a starting point for understanding the potential market value of a property. These valuations are generated through proprietary algorithms and may not reflect the current market dynamics or individual property specifics. We do not guarantee the accuracy, completeness, or timeliness of the valuations provided and expressly disclaim any liability for errors or omissions in these estimates. You are encouraged to conduct additional due diligence before making any real estate decisions based on these valuations.The data supporting the Services is obtained from various external websites and sources. As such, we do not enter this information directly into the Services and therefore we cannot guarantee the accuracy, reliability, or completeness of any results provided to you based on such data.

3.4 LIMITATION OF LIABILITY. PROSPECT’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO, OR ARISING OUT OF THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT BY PROSPECT IS SOLELY LIMITED TO THE AMOUNT CUSTOMER PAID DURING THE TWELVE (12) MONTH PERIOD PRIOR TO SUCH BREACH. PROSPECT WILL NOT BE LIABLE FORANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE DATA, WEBSITE, OR THE SERVICE IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (1) THE USE OR THE INABILITY TOUSE THE SERVICE OR MALFUNCTIONS IN THE SERVICE, INACCURACY OR INCOMPLETENESS OFTHE UNDERLYING DATA; (2) THE COST OF PROCURING SUBSTITUTE SERVICES; (3) ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; OR (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF PROSPECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

3.5 REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to Prospect that (1) it is authorized to enter into this Agreement, and the signatory signing this Agreement is authorized to bind Customer and make payments using the mechanism used; (2) Entry into this Agreement shall not violate any outstanding obligation Customer has to any third party; (3) Customer shall use the Service and the WEBSITE strictly in accordance with the limitations set forth in this Agreement, including in Section 1.3; (4) Customer has provided accurate contact information; and (5)Customer will ensure that its end users comply with the restrictions set forth in this Agreement (including Section 1.3) and are only allowed to access the Service subject to entry into terms and conditions containing any restrictions set forth herein (including Section 1.3).

3.6 INDEMNIFICATION. Customer shall indemnify, defend and hold harmless Prospect and any of their officers, affiliates, directors, shareholders, employees and agents, from and against any and all loss, costs damage assessments, injuries, expenses (including but not limited to reasonable attorneys’ fees and costs), claims and liabilities arising out of or incurred due to Customer’s: (1) breach of this Agreement, (2) misuse of the Service, (3)negligence, misconduct, misrepresentation to its customers/end users, and (4)failure to abide by the restrictions set forth in Section 1.3. Customer shall not, without the prior written consent of Prospect, settle, compromise or consent to the entry of any judgment that could impose any liability or obligation upon Prospect. If Prospect is threatened with suit or sued by a third party, Prospect may seek written assurances from Customer concerning Customer’s promise to indemnify Company; and failure to provide such assurances may be considered by Prospect to be a material breach of this Agreement. Prospect will have the right to participate in any defense by Customer of any indemnified claim, with counsel of Prospect’s choice at Customer’s expense.

3.7 ENTIRE AGREEMENT. This Agreement (including all Exhibits) contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understanding, express or implied or written, among the parties. This Agreement cannot be modified or amended without the written consent of both parties.

3.8 GOVERNING LAW. This Agreement will be governed by and interpreted in accordance with the applicable U.S. federal law and the laws of the State of Illinois without regard to choice of law provisions. Each party hereto (i) consents to and waives any objections to personal jurisdiction, service of process, and venue in the state and federal courts located in Chicago, Illinois, and (ii) agrees that any action or proceeding arising out of or related to this Agreement will be filed and prosecuted only the afore mentioned courts. The most prevailing party in any legal action relate to this Agreement shall be entitled to its reasonable attorneys’ fees. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action brought by Customer against Prospect and arising out of or related to use of the Service, the WEBSITE, or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

3.9 INDEPENDENT CONTRACTORS. Prospect and Customer are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture, franchise or agency relationship between Prospect and Customer. Neither party has any authority to enter into an agreement of any kind on behalf of the other party.

3.10 FORCE MAJEURE. Except with respect to payment obligations hereunder, neither party will be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of the Service, resulting directly or indirectly from acts of nature, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond each party’s reasonable control.

3.11 ASSIGNMENT. Customer may not assign, delegate, or transfer its rights and obligations under this Agreement to any third party(including but not limited to a successor-in-interest, or pursuant to a sale, merger, or other corporate transaction) without the express prior written consent of Prospect. Customer acknowledges that Prospect may assign this Agreement without Customer’s consent (a) in connection with the assignment, sale or transfer of at least a majority of Prospect’s assets or outstanding voting securities, and (b) to a successor-in-interest pursuant to a merger or other corporate combination. All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns.

3.12 OPPORTUNITY TO NEGOTIATE. Customer has had an opportunity to engage counsel of its choice, and to review, and negotiate all of the provisions of this Agreement. Accordingly, the Agreement shall be considered to be jointly drafted by the parties and not interpreted against either party.

3.13 EMAIL AND PHONE COMMUNICATIONS. Customer agrees from time to time that Prospect may send notifications via email, phone or mail to the customer and the customer agrees to receive these communications.

3.14 ARBITRATION. PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE ARBITRATION OF CERTAIN DISPUTES ON AN INDIVIDUAL BASIS AND LIMIT THE PROCEDURES BY WHICH YOU AND Buildout CAN SEEK RELIEF.  ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS.  ARBITRATORS CAN AWARD THE SAME DAMAGES AND RELIEF THATA COURT CAN AWARD.  ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACEON AN INDIVIDUAL BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW; CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ARBITRATIONS ARE NOT PERMITTED. HOWEVER, IN ARBITRATION, BOTH YOU AND US WILL BE ENTITLED TO RECOVER ATTORNEYS’ FEES FROM THE OTHER PARTY TO THE SAME EXTENT AS YOU WOULD BE IN COURT.

A.  Agreement to Arbitrate and Jury Waiver: You and Buildout mutually agree to resolve Disputes (as defined below) with Buildout in arbitration, as set forth in more detail below.  Both you and Buildout waive the right to a jury trial on any Disputes, to the fullest extent of the law.  The word “Disputes” means any disputes, claims, suits, actions, causes of action, losses, liabilities, and/or demands in any way relating to, in connection with, or arising out of the Website, use of any cookies, pixels, web beacons, or similar technologies, data or information privacy, sharing, or security concerns, incidents, or breaches, or these Terms of Use, including any past, currently pending, existing, or future Disputes of any kind.  “Disputes” do not include, and this arbitration and class waiver provision does not apply to, claims by or against Buildout employees related to the terms or conditions of their employment, claims by Buildout patients for alleged medical malpractice, wrongful death, or similar personal physical injury or survivor claims related to a patient’s medical care at Buildout or by a Buildout, individual actions brought in small claims court for disputes fully within the scope of such court’s jurisdiction, or claims in which either party seeks injunctive or other equitable relief to prevent the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.

B.  Class Action Waiver:  To the maximum extent allowed by applicable law, you and Buildout agree that each may bring claims against the other only in your or its individual capacity, on an individual basis, and that you and Buildout each waive any right to pursue claims on a class, collective, non-individual, mass, or consolidated basis or in a representative proceeding.  The arbitrator may not join or consolidate more than one person’s claims, and may not otherwise preside over any form of representative, collective, non-individual, mass, or class proceeding.  Nothing in these terms should be read to allow class arbitration.  Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.  All other disputes with respect to whether this Dispute Resolution provision and its terms are unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.

C.  Pre-Arbitration Notice and Good Faith Negotiations:  You and Buildout also agree that each party will notify the other in writing of any Dispute before initiating arbitration, so that we can try to resolve the Dispute informally and individually.  Notice by Buildout will be sent to you at your last known street and email addresses on file, and notice by you to Buildout will be sent by mail to Buildout’s Legal Department, 1600 Golf Rd #1200, Rolling Meadows, IL 60008, Attn: Chief Legal Officer.  The notice of Dispute must be specific and individual to you and include your name, street address, telephone number, and email address used for access to the Website, as well as a brief description of the Dispute, the amount of money (if any) at issue, and the specific relief sought.  The notice must be signed and include your handwritten signature or the handwritten signature of a Buildout employee, as applicable, depending on which party is initiating the Dispute.  You and Buildout then agree to negotiate personally, individually, and in good faith to try to resolve the Dispute. If and only if we cannot resolve the Dispute within thirty (30) days after the notice is received, then either party may commence an arbitration proceeding with a written demand for arbitration.  Any limitations period will be tolled from the date the Dispute is noticed to the other side until the expiration of this thirty (30)-day period.  Compliance with this Pre-Arbitration Notice provision is a condition precedent and requirement for initiating any arbitration proceedings.

D.  Arbitration Procedures:  To make arbitration as cost-efficient for the parties as possible, the parties agree to initiate any arbitration without using an arbitration service Buildout or administrator and to instead serve directly on the other party a written arbitration demand setting forth the relevant facts and claims.  The demand will be specific and individual to you and include the information and signature set out in the Pre-Arbitration Notice provision above.  The delivery addresses for service of the written arbitration demand are the same as set out in the notice paragraph above.  The arbitrator will be selected through mutual agreement of the parties, and the arbitrator will be a licensed attorney or a retired judge.  The parties may use an arbitrator from the lists of court-approved neutrals listed on the Website for the U.S. District Court for the Illinois (https://www.illinoiscourts.gov/) or another mutually agreed-upon arbitrator, and the court will appoint an arbitrator under 9 U.S.C.§ 5, if the parties cannot agree.  The arbitration will be conducted in Cook County; your county of residence; or another mutually agreed location, and the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of arbitration.  Any documents exchanged will not be used or shared outside of the arbitration process without the prior written consent of the parties or as required by law.  Unless otherwise prohibited by law, all arbitration proceedings will be confidential to Buildout and you, and closed to the public and anyone not a party to the proceeding.  The arbitrator will have the authority to award monetary damages and other remedies on an individual basis only to the extent available under applicable law and consistent with and subject to the limitations set forth in these Terms of Use.  Also, to the fullest extent allowed by law, the arbitrator may award declaratory or injunctive relief only in favor of you or Buildout and only to the extent necessary to provide the relief warranted by your or Buildout’ individual claim.  Judgment on the arbitration award may be entered in any court having jurisdiction thereof.  Except as modified by these terms, the parties agree to conduct their arbitration pursuant to the JAMS General Arbitration Rules and Procedures, available here.

E.  Arbitration Fees: The party initiating the arbitration will pay any filing, case initiation, or arbitrator fees, up to the amount that would be required to pursue the same claim in the U.S. District Court for Illinois. For individual damages claims with less than $25,000 at issue, Buildout will pay the additional, reasonable fees and costs of arbitration.  For claims with more than $25,000 at issue, or where a party seeks injunctive or declaratory relief, the parties will share the fees and costs of arbitration equally.  The parties’ good faith negotiation of reasonable fees with the arbitration Buildout is authorized as needed.  If the arbitrator determines that your or our claim(s) are frivolous, the party bringing the frivolous claim(s) will reimburse Buildout the other party for any amounts that the other party paid for the arbitration.

F.  Federal Arbitration Act:  These Terms of Use affect interstate commerce, and the interpretation and enforceability of this Dispute Resolution provision will be substantively, procedurally, and exclusively governed by and construed and enforced in accordance with the Federal Arbitration Act (FAA),9 U.S.C. § 1, et seq., to the maximum extent permitted by applicable law, except as modified by these Terms of Use.

G.  Forum Selection:  For any dispute not subject to arbitration, you and Buildout agree to proceed in state and federal courts covering Illinois, and you agree to be subject to personal jurisdiction there, waiving any jurisdictional, venue, or inconvenient forum defenses or objections to those courts.  If Buildout does not enforce any rights under these Terms of Use at any point, it will not be deemed a waiver of any provision or right under these Terms of Use.

Limitation of Time to File Claims: Any action, claim or dispute you have against us must be filed within one (1) year, unless prohibited by applicable law.  The one-year period begins when the claim or notice of dispute first could be filed.  If a claim or dispute is not filed within one year, it is permanently barred.

MOBILE APPLICATION LICENSE

Use License

If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

Apple and Android Devices

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country and (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms against you as a third-party beneficiary thereof.

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EXHIBIT A – TERM

Prospect may terminate this agreement at any time for any reason unless the customer has paid for the service in which case neither party shall have the right to terminate prior to the expiration of the subscription term outlined here, or within written contract, except as provided in section2.3. Upon termination, the customer shall cease to have access to the website and provided the customer does not have an outstanding balance owed, no further billings shall take place. No refunds will be processed for billings that occurred prior to the termination.

EXHIBIT B, PRICING

The access to the service shall be free of charge during the trial period provided in section 2.7; monthly payment during subscription phase; annual as specified in a separate written contract.

EXHIBIT C, CONTACT INFORMATION

Accuracy and Completeness: The Contact Information is provided on an “as is” basis. We do not undertake any process of verification or validation of the Contact Information, and as such, we make no warranties, either express or implied, regarding the accuracy, timeliness, or completeness of the Contact Information.

Use at Your Own Risk: Any reliance you place on the Contact Information is strictly at your own risk. We are not responsible for any inaccuracies or errors in the Contact Information, and any use of the Contact Information is done with the understanding that we are not liable for any damages or losses incurred as a result of such use.

No Liability: We shall not be liable for any losses, damages, costs, or expenses arising out of or in connection with the use of, or the inability to use, the Contact Information. This includes, but is not limited to, any reliance on the availability, accuracy, reliability, timeliness, or usefulness of the Contact Information.

Updates and Changes: The Contact Information may be updated or changed at any time without notice. However, Prospect does not make any commitment to update the information at specific intervals, and therefore, we cannot guarantee the provision of the most current information at any given time.

Acknowledgment: By using the Contact Information provided by Prospect, you acknowledge that you have read and understood this disclaimer and agree to the terms and conditions outlined herein.

This disclaimer is not exhaustive and does not cover all possible issues related to the Contact Information provided. It is always advisable to consult with a professional or conduct your due diligence before relying on the Contact Information provided.