TERMS AND CONDITIONS

TERMS AND CONDITIONS

This Agreement contains the terms and conditions that apply to an individual’s, company’s or an entity’s membership in Builders BackBone. These Terms and Conditions (the “Terms”) describe your rights and obligations in connection with your receipt and use of the services and facilities provided by BB in connection with your membership or other services specified herein (the “Services”, as further described below). Please read these Terms carefully, as they affect your legal rights. Among other things, these terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. If you have any questions about these Terms, please contact info@buildersbackbone.com. By using the Services, you are agreeing to abide by and be bound by these Terms.

1. General Terms: In this Agreement

  1. We”, “our”, “us”, “BB”, and “Builders BackBone” mean the Builders BackBone entity with which you enter into these Terms with, which may be amended by Builders BackBone from time to
  2. You” or “your” means the individual, company, or other entities listed on the Membership Details
  3. Authorized Person” means an individual authorized to legally bind your
  4. Member Company” means a company, entity, or individual that enters into a Membership Agreement with BB.
  5. Primary Member” means the primary contact person, listed on the Membership Details form, for
  6. Authorized Member(s)” means each person on the Additional Members List that is granted access to our
  7. Start Date” means the membership start date set forth on the Membership Details
  8. Business Day” means Monday through Friday, excluding holidays.

2.Membership

  1. In order to be a member of Builders Backbone, you must complete, sign, and submit the Membership You must also pay the prorated membership fee, set-up fee, retainer fee and any additional fee(s) upon signing and submitting the Membership Agreement.
  2. Only members will be entitled to the benefits described in this Agreement.
  3. Start Members will be able to begin using, accessing, and/or receiving the Services on the Start Date.
  4. Subject to the terms and conditions of this agreement, including any attachments, exhibits, and addenda (including any additional or supplemental Membership Details forms) (collectively, the “Agreement”) and any other policies we make available to you from time to time, during the Term (defined below), BB will use commercially reasonable efforts to provide you (and your Members, as applicable) the services described in the Membership Addendum. These services are referred to in this Agreement as the “Services.
  5. Our Reserved We are entitled to access our warehouse and other facilities at any time when you are present to ensure safety or for emergency purposes or for any other purposes.
  6. Availability. If we are unable to make the resources or facilities available by the Start Date for any reason, including due to (i) changes in construction plans, delays in obtaining permits, or any other obstacles in procuring resources, or (ii) delays caused by you or by changes requested by you, we will not be subject to any liability related to such inability, nor will such failure affect the validity of this

3. Your Members

  1. Updating the Additional Members Only those individuals set forth on the Additional Members List will be deemed to be “Authorized Members” and will be granted access to our facilities. This is non-transferrable. You are responsible for maintaining the accuracy of the Additional Members List, the first version of which is attached to this Agreement. To make changes to your Additional Members List, you must have your Primary Member send an email, from the Primary Member’s email account on file with BB to info@buildersbackbone.com. The email requesting the change must include the names(s) and email address(es) of the departing and new Authorized Member(s) and the effective date of the change. The changes will not take effect until we confirm that we have received the email and have accepted and applied the change, in our sole discretion. An Authorized Member will no longer be granted access upon the earlier of (1) the termination of this Agreement; (2) your removal of such Authorized Member from the Additional Members List or (3) our notification to you that such Authorized Member will be remove from the Additional Members List, for example if such Authorized Member violated this Agreement. We reserve the right to further limit the number of Authorized Members allowed. AN ADDITIONAL SET-UP FEE FOR EACH NEW ADDITIONAL MEMBER WILL BE CHARGED TO YOUR PAYMENT ACCOUNT.
  2. Changes to or Removal of Primary A Primary Member generally has the sole authority to make changes to or terminate this Agreement. A Primary Member will generally serve as BB’s primary contact regarding matters that involve your membership, benefits, services, and others. We will be entitled to rely on communications to or from the Primary Member as notice to or from the applicable Member Company. To make changes to your Primary Member, you must submit written notice to us indicating the change. The change will not take effect until we confirm that we have received the email and have accepted and applied the change, in our sole discretion. A Primary Member will no longer be granted access upon the earlier of (1) the termination of this Agreement; (2) your removal of such Primary Member or (3) our notification to you that such Primary Member will be remove, for example if such Primary Member violated this Agreement. AN ADDITIONAL SET-UP FEE FOR EACH NEW PRIMARY MEMBERWILL BE CHARGED TO YOUR PAYMENT ACCOUNT.

4. Membership Fees; Other Fees; Payments

  1. Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, in the amount(s) set forth in your Membership Details Forms, (i) the Prorated Monthly Membership Fee or Annual Membership Fee, (ii) the Set-up Fee, (iii) the Retainer Fee, and (iv) any Additional Fee(s) stated in this
  2. Monthly Membership Fee. Each month, members will be charged a monthly There are different Membership Fees and the fees are based on membership level. We will process payment for your Membership Fee monthly and on the first (1st) business day of each month. You shall be responsible for having the necessary funds available in your payment account. The Membership Fee set forth on the Membership Details form covers the Services in your membership level.
  3. Annual Membership Fee. If you elect for the Annual Membership, you must pay the lump-sum Annual Membership Fee upfront upon submitting a signed and completed We will process payment for your Membership Fee annually and on the first (1st) business day of each year. You shall be responsible for having the necessary funds available in your payment account. The Membership Fee set forth on the Membership Details form covers the Services in your membership level.
  4. Grace Period. If we cannot process your payment or receive your payment for the Membership Fee by the first (1st) business day of the month or year, you will have 3 business days (grace period) to make the Membership Fee payment to us or we will terminate your
  5. Restart-up Fee. In the event that we terminate your membership or when you terminate your membership, there will be a Restart up fee to activate your membership again.
  6. Set-up Upon submitting a signed and completed Agreement, you will be obligated to deliver to us a Set-up Fee.
  7. A Deposit is due upon submitting a signed and completed Agreement. The Deposit does not apply towards the membership fee. The Deposit will be held as a retainer for performances of all your obligations under this Agreement and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the Deposit, but must pay them separately. Any loss or damages to BB’s properties or facilities can be deducted from your deposit including but not limited to the following: guests without an Authorized member present, replacements and repairs that are considered outside normal wear and tear, conditions that require excessive cleaning, replacement of missing items from our facilities, costs to replace keys and misuse of items belonging to the property. In the event that damages exceed the amount of the deposit, you will forfeit your deposit and the payment account on file will be charged with the amount of the damages; a detailed invoice of all charges will be supplied. Subject to complete satisfaction of your obligations under this Agreement, we will return the Deposit, or any balance after deducting outstanding fees and other costs due to us, to you within thirty (30) days (or earlier if required by applicable law) after the later of (1) the termination or expiration of this Agreement (2) the date on which you provide to us all account information necessary for us to make such payment and (3) your complete performance of all your obligations under this Agreement, including any obligations applicable following termination or expiration of this Agreement.
  8. Additional Fee(s). Any other services that you will need or use that is not specified in your Membership Besides the Additional Fee(s) that you pay upon submitting a signed and completed Agreement, any additional fee(s) that you incur during your membership period will be charged to you at the last business day of the month.
  9. Return Fee. You may be charged a return fee of $50 dollars for any payment request that is rejected by the holding financial institution for any You authorize us to charge your payment account to collect such return fee.
  10. Invoices; Financial BB will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member, unless a different Billing Contact is indicated on the Membership Details form. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this Agreement.
  11. Form of Payments. We accept payment of all amounts specified in this Agreement solely by credit/debit card or If you elect to pay via credit/debit card, you are required to inform us promptly of any changes to your credit/debit card information and must ensure that you replace such credit/debit card and update the relevant information prior to its expiration date. If you elect to pay via PayPal, you are required to inform us promptly of any changes to your account.
  12. Outstanding When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest fees due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold services or terminate this Agreement in accordance with section 8(d).
  13. No Refunds. Except as provided in section 6(b) of this Agreement, there are no refunds of any fees or other amounts paid by you in connection with the

5. Term and Termination

  1. Term.This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligations to provide you with the Services until Membership Fee and other applicable fees have been paid. Unless otherwise set forth on the Membership Details form or other notice, this Agreement shall continue on a month-to-month or year-to-year basis. This Agreement will continue until terminated in accordance with this Agreement.
  2. Cancellation Prior to Start Date by You may cancel this Agreement prior to the Start Date upon delivery of notice to us. If you terminate more than thirty (30) days prior to your Start Date, you may be entitled to a refund except for your Set-up Fee. If you terminate within thirty (30) days prior to your Start Date, you will not receive any refund.
  3. Termination After the Start Date by Except as set forth in this section, you may terminate this Agreement by delivering to us the BB Membership Cancellation Form (“Membership Cancellation Form”) at least thirty (30) days in advance in which you intend to terminate this Agreement.The Membership Cancellation Form needs to be completely filled out and signed by the Primary Member. You will not be entitled to pro ration with respect to the last month’s Membership Fee. IF YOU DO NOT NOTIFY US OF CANCELLATION PRIOR TO THE FIRST (1ST) BUSINESS DAY OF THE MONTH OR (1st) BUSINESS DAY OF THE YEAR, YOU WILL BE CHARGED FOR THAT MONTH’S OR YEAR’S MEMBERSHIP, AND WE WILL AUTOMATICALLY PROCESS PAYMENT.
  4. Termination or Suspension After the Start Date by We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you; (ii) failure to make Membership Fee payments; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you fail to comply with the terms and conditions of this Agreement or any other policies or instructions provide by us; or (v) at any other time, when we, in our reasonable discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.

6. Services/Facilities Usage and Rules

  1. In addition to any rules, policies and/or procedures that are specified, you acknowledge and agree to comply with our Services/Facilities Rules while using the services or being in our These rules which can be referred to and are listed on the “Services/Facilities Usage and Rules” Addendum are hereby incorporated into these Terms. These rules may be revised from time to time. In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to us, our employees or agents, other members, any guests or any other third parties or any pets or property of any of the foregoing.
  2. You are responsible for ensuring you and your members comply will all the

7. Additional Agreements

  1. Technology Release. In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. In addition, from time to time, at a Member’s request, we or an affiliate, or our or their agent or service provider, may help troubleshoot problems a Member may have in trying to access certain functionalities, such as printing or accessing the Internet. Regarding the foregoing, you agree that we and our affiliates:
    • Are not responsible for any damages to any Member’s computer, tablet, mobile device or other electronic equipment, or otherwise to Member’s system, related to such technical support or downloading and installation of any software;
    • Do no assume any liability or warranty in the event that any manufacturer warranties are voided; and
    • Do not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.
  2. Waiver of Claims To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests, and invitees, waive any and all claims and rights against us and our landlords at our facilities and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “BB Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.
  3. Limitation of Liability The aggregate monetary liability of any of BB Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the BB Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceeding against any of the BB Parties, whether, in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
  4. Indemnification You will indemnify the BB Parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your employees or your or their guests, invitees, or pets or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons and pets that you, your employees or your or their guests invite to enter any of the Facilities. You shall not make any settlement that requires materially adverse act or admission by us or imposes any obligation upon any of the BB Parties without our written consent. None of the BB Parties shall be liable for any settlement made without its prior written consent.
  5. Insurance. You are responsible for maintaining, at your own expense and at all times during the Term and for a period of two (2) years after, personal property insurance and commercial general liability insurance covering you and your members for property loss and damage, injury to you and your members and your members’ guests or pets and prevention of or denial of use of or access to, all or part of the Facilities, in form and amount appropriate to your You will ensure that BB and the landlord (if applicable) of the applicable facilities shall each be named as additional insureds on any such policies of insurance and that you waive any rights of subrogation you may have against BB and the landlord (if applicable) of the applicable facilities. You shall provide proof of insurance upon our request.
  6. Other Members. We do not control and are not responsible for the actions of other Member Companies, Members, or any other third If a dispute arises between Member Companies, members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
  7. We do not have liability for third party products or services. The Services may provide you with access to third party products or The Services may also provide you with access to advertisements from our other third party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third party services does not constitute provision of such third party services by us, and you will look solely to the applicable third party for provision of the applicable third party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third party services.
  8. Cooperation. From time to time, we may investigate any actual, alleged or potential violations of these You agree to cooperate fully in any of these inquiries. You waive any and all rights against the BB Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.

8. Arbitration and Class Action Waiver

  1. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of Texas, U.S.A. and the United States without regard to conflicts of law's provisions thereof.
  2. Venue. Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall settled by binding arbitration in the state of Texas. An award of arbitration may be confirmed in a court of competent jurisdiction. The place of arbitration shall be Houston, Texas, U.S.A.
  3. Proceedings;Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.
  4. Class Action Wavier Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

9. Miscellaneous

  1. Security. For security purposes, we may regularly record via video in our facilities. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy.
  2. Changes to our Services or these Terms The availability and scope of the Services, as well as the availability and scope of benefits we offer are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that our Facilities, and the Services we may offer at any of our Facilities, are subject to change from time to time. From time to time, we may also make modifications, deletions or additions to these Terms and will provide you with notice of changes to these Terms or to Services that apply to you, by emailing the last email address provided by you. Most changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next billing period. If you don’t agree to the changes, you may cancel your membership at any time, but note that there are no refunds for early cancellation.
  3. Updates to the Aggrement Changes to membership will be governed by section 7 of this Agreement, and changes to the Services/Facilities Usages and Rules will be governed by section 9 of this Agreement. With respect to other sections of this Agreement, we reserve the right and may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continuance of our services beyond this time will constitute acceptance of the new terms.
  4. You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our Facilities and items therein caused by you or your guests or invitees.
  5. Intellectual Property of Others. You must not directly or indirectly take, copy, or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.
  6. Wavier. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
  7. Extraordinary Events and Acts of God. BB will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond BB’s reasonable control or as the result of Acts of God.
  8. Severable Provisons Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
  9. Survival. Section 1, 2, 3, 4 (to the extent any payments remain outstanding), 5, 7, 8 and 9 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do
  10. Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being All notices will be sent via email to the email addresses specified on the Membership Details form, except as otherwise provided in this Agreement. BB may send notices to the Primary Member, as BB determines in its reasonable discretion. Notices related to the Services, Facilities, Members, other Member Companies or other issues should be sent by the Primary Member. Notices related to this Agreement or the business relationship between you and BB should be sent by your Primary Member.
  11. Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of the Any use of “including”, “for example”, or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.
  12. No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent.
  13. OFAC. You hereby represent and warrant that (i) neither you nor any of your Members are or will be, at any time during the Term, an entity or individual listed on the Specially Designed Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time and(ii) Neither you nor any of your Members will, at any time during the Term, engage in any activity under this Agreement, including the use of Services provided by BB in connection with this Agreement that violates applicable U.S. economic sanctions laws or causes BB to be in violation of such U.S. economic sanctions laws.
  14. Entire Agreement This Agreement, including the Membership Details form, constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.