myBLDR Quoting Platform Vendor Terms of Use

Terms of Use Effective Date: December 26, 2024

These myBLDR Quoting Platform Terms of Use (these “Terms”) are between WTS Paradigm, LLC. and its subsidiaries or affiliated companies in the United States (“myBLDR,” “we,” “us,” or “our”) and you, myBLDR’s authorized Vendor that accepts the terms of these Terms (“Vendor”, “you” or “your”).

THESE TERMS TAKE EFFECT WHEN YOU CLICK THE “ACCEPT” BUTTON BELOW (THE “VENDOR ACCEPTANCE EFFECTIVE DATE”). BY ACCEPTING, YOU (A) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OLD; (B) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (C) REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION FOR WHICH YOU ARE ENTERING INTO THESE TERMS; AND (D) ACKNOWLEDGE THAT THESE TERMS MAY BE UPDATED FROM TIME TO TIME AND THAT YOUR USE OF THE MYBLDR QUOTING PLATFORM CONSTITUTES YOUR CONTINUED ACCEPTANCE OF THE THEN CURRENT TERMS. IF YOU DO NOT ACCEPT THESE TERMS OR ANY SUBSEQUENT CHANGES TO THEM, PLEASE DO NOT USE THE MYBLDR QUOTING PLATFORM AND CANCEL YOUR VENDOR MARKETPLACE ACCOUNT.

1. SCOPE OF AGREEMENT. These Terms govern your access to, use of, and communications made through the myBLDR Quoting Platform Vendor portal/site and any related mobile applications and services (“myBLDR Quoting Platform”) operated, provided by, or managed by myBLDR. myBLDR Quoting Platform enables registered businesses to market and quote certain pre-approved products and services to potential customers (“Customers”)for business purposes and to access and use a set of features, services, software, and applications specifically intended for registered businesses. Pre-approved products and services will be listed on your Vendor Marketplace Account portal. The myBLDR Quoting Platform will offer you the ability to market products and services, communicate with Customers, and provide a quote, to the extent requested by Customers.YOU ACKNOWLEDGE THAT MYBLDR WILL NOT BE A PARTY TO A CONTRACT BETWEEN YOU AND ANY CUSTOMERS OR PARTICIPATE IN ANY OTHER ASPECT OF YOUR QUOTE, OFFER, OR SALE EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS. MYBLDR PROVIDES THE PORTAL FOR COMMUNICATION WITH POTENTIAL CUSTOMERS AND DOES NOT FACILITATE OR TAKE PART IN ANY SALES OR OFFERS THROUGH THE MARKETPLACE. YOU ARE SOLELY RESPONSIBLE FOR THE CONTENT OF YOUR COMMUNICATIONS WITH CUSTOMERS AND ANY TRANSACTIONS THAT RESULT.

2. POLICIES. Certain policies accessible through the myBLDR Quoting Platform apply to your and your users’ use of and access to the myBLDR Quoting Platform. These “myBLDR Policies” may include, without limitation, the myBLDR Privacy Notice, and any terms provided by SAP (our technology provider), as they may be amended from time to time. To the extent that you have previously received or are currently subject to any other myBLDR policies, you agree to abide by such policies. In the event of a conflict between any myBLDR policy, and these Terms, these Terms shall govern and control with respect to the subject matter herein.

3. ACCOUNT SECURITY. Upon completion of your registration on the myBLDR Quoting Platform, a “Vendor Marketplace Account” or “Account” will be created for your organization. Your Vendor Marketplace Account will contain information and details unique to your organization. You may authorize others to create “User Accounts” associated with your Vendor Marketplace Account. You are responsible for all activities that occur under your Vendor Marketplace Account and any associated User Accounts and must ensure your Users comply with the myBLDR Policies and these Terms. You are responsible for maintaining the security of the passwords associated with your Vendor Marketplace Account and User Accounts. If you believe an unauthorized person has access to your password, the Account itself, or an associated User Account, you must contact us at MarketplaceSupport@myparadigm.com. Your access to your Account or any associated User Account may be revoked by myBLDR at any time with or without cause

4. REPRESENTATIONS AND WARRANTIES. You represent and warrant that you own all right, title and interest in and to your business logos and related trademarks as provided to myBLDR for display on the myBLDR Quoting Platform, and that you have all necessary rights and consents to grant myBLDR a license to use and display such business logos and related trademarks on the myBLDR Quoting Platform. You also represent and warrant that you will comply with all applicable laws and the policies set forth in Section 2 (Policies).

5. PRICING; PRODUCT WARRANTIES. You will set the pricing and warranties for the products and services you offer through the myBLDR Quoting Platform. All pricing and warranty information for your products and services offered through the myBLDR Quoting Platform must be accurate, lawful, and provided to customers prior to making a purchase.

6. QUOTES; OFFER ACCEPTANCE. You are solely responsible for any offers or quotes provided to Customers through the myBLDR Quoting Platform (“Offers”). myBLDR reserves the right to, in its sole discretion and for any reason, on a case-by-case basis, to not submit an Offer to a Customer. Your communications with the Customer regarding the Offer after it is provided to the Customer through the myBLDR Quoting Platform (including any acceptance) are your responsibility and must occur through channels other than the myBLDR Quoting Platform.

7. CUSTOMER DISPUTES. We may, in our sole discretion, resolve any disputes between you and the Customer regarding your initial Offer communication with the Customer that you do not resolve to the Customer’s satisfaction. Disputes with Customers after the initial Offer shall be your responsibility.

8. USER CONTRIBUTIONS. The myBLDR Quoting Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and/or other interactive features (collectively, “Interactive Services”) that allow you and the customers to post, submit, publish, display or transmit to other customers or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the myBLDR Quoting Platform. User Contributions are not confidential and shall be the sole property of myBLDR. You also represent and warrant that you will not post fraudulent, malicious, or inaccurate statements or information, and you acknowledge and agree that myBLDR is not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the myBLDR Quoting Platform. You represent and warrant that:

   • You own or control all rights in and to the User Contributions that you post to the myBLDR Quoting Platform.
   • All of your User Contributions do and will comply with these Terms.
   • You are responsible for any User Contributions you submit or contribute and you, not myBLDR, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
   • myBLDR is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the myBLDR Quoting Platform.

9. CONTENT STANDARDS. These content standards (“Content Standards”) apply to any and all User Contributions and use of Interactive Services (as set forth in Section 8 of these Terms). User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

   • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
   • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
   • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
   • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material thatcould give rise to any civil or criminal liability under applicable laws or regulations or thatotherwise may be in conflict with these Terms or the myBLDR PrivacyNotice.
   • Be likely to deceive any person.
   • Promote any illegal activity, or advocate, promote or assist any unlawful act.
   • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
   • Impersonate any person or misrepresent your identity or affiliation with any person or organization.
   • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
   • Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.

10. WARRANTY; DISCLAIMER. WE WARRANT THAT THE MYBLDR QUOTING PLATFORM WILL BE ADMINISTERED IN A PROFESSIONAL AND COMPETENT MANNER AND THAT WE SHALL USE REASONABLE COMMERCIAL EFFORTS CONSISTENT WITH INDUSTRY STANDARDS. EXCEPT AS SET FORTH HEREIN, THE MYBLDR QUOTING PLATFORM AND ALL CONTENT AND INFORMATION MADE AVAILABLE TO YOU BY MYBLDR ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MYBLDR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO SUCH CONTENT AND INFORMATION. TO THE FULLEST EXTENT PERMITTED BY LAW, MYBLDR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONTENT AND INFORMATION IT PROVIDES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

11. INDEMNIFICATION. You will defend, indemnify, and hold harmless myBLDR and its affiliates, and their respective directors, officers, employees, representatives, contractors, and agents, from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a “Claim”) to the extent such Claim is based on your use or misuse of the myBLDR Quoting Platform in connection with: (i) an infringement of any patent, trademark, or copyright, including costs and expenses, (ii) any breach of these Terms, (iii) any unlawful, improper or negligent use by anyone of any product or service you offer under these Terms, (iv) any dispute between you and a customer of the myBLDR Quoting Platform or authorized User Account holders under your Vendor Marketplace Account, or (v) your negligence or misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at your expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

12. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, MYBLDR'S LIABILITY IN ALL EVENTS IS LIMITED TO THE LESSER OF THE FEES PAID TO MYBLDR FOR YOUR ACCESS TO THE MYBLDR QUOTING PLATFORM OR $1,000. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL MYBLDR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, THAT RESULT FROM YOUR SALE OF ANY PRODUCTS OR SERVICES, OR USE OF THE MYBLDR QUOTING PLATFORM OR ANY MYBLDR SERVICES, EVEN IF MYBLDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. INFORMATION; ACCESS; CONFIDENTIALITY; MARKETING

    1. 13.1. Information. Except as disclosed in these Terms, our use of your information is governed by the terms of the myBLDR Privacy Notice. Please review the Privacy Notice to understand our practices with respect to your information. We will own all information generated during a Customer interaction through the myBLDR Quoting Platform, including, but not limited to, name, address, phone number, and other information gathered from Customers’ activity on the myBLDR Quoting Platform. To the extent a Customer responds to your Offer or otherwise communicates with you outside of the myBLDR Quoting Platform such information is your responsibility and should be subject to your privacy notice.

    2. 13.2. Access. You hereby grant to myBLDR the right to monitor, diagnose, communicate with, retrieve information from, and otherwise access your Vendor Marketplace Account for the purpose of (i) providing the myBLDR Quoting Platform to you; and (ii) offering the myBLDR Quoting Platform to Customers. It is your responsibility to secure, at your own cost, your Vendor Marketplace Account and any associated User Accounts as set forth in Section 3 (Account Security).

    3. 13.3. Confidentiality. These Terms, and any and all activities you perform or engage in connection with your use of the myBLDR Quoting Platform are confidential except as otherwise permitted in these Terms (“Confidential Information”). You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You may use Confidential Information only in connection with your use of the myBLDR Quoting Platform. You will not disclose Confidential Information unless required by law. This applies to all Confidential Information in your possession, regardless of when or where you receive it. This obligation shall survive as long as permitted under applicable law.

    4. 13.4. Marketing. If you receive information about a Customer who places an inquiry for a product or service on the myBLDR Quoting Platform, you agree to use the information to fulfill the customer’s inquiry and prepare an Offer (if requested). You may not disclose or distribute a Customer’s information to a third party for purposes unrelated to the myBLDR Quoting Platform unless or until you have a separate business relationship with said Customer. In addition, you may only send marketing communications to customers who have consented to receive them in accordance with applicable laws.

14. GOVERNING LAW; INVESTIGATIONS; DISPUTES.

    1. 14.1. Governing Law. The laws of the State of Wisconsin, without reference to conflict of law rules, as well as the Federal Arbitration Act and federal arbitration law, govern these Terms and any dispute that might arise between you and us that pertains to the myBLDR Quoting Platform or these Terms. The United Nations Convention for the International Sale of Goods does not apply to these Terms.

    2. 14.2. Investigations. You agree that myBLDR shall, as permitted by applicable law, have the right, without limitation and without any obligation, to: (i) investigate any suspected breaches of the myBLDR Quoting Platform security or its information technology or other systems or networks, (ii) involve and cooperate with law enforcement authorities in connection with any of the foregoing matters, (iii) prosecute violators of these Terms, and (iv) discontinue the myBLDR Quoting Platform, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.

    3. 14.3. Disputes. Any dispute or claim relating in any way to myBLDR Quoting Platform or these Terms will be resolved by binding arbitration. To begin an arbitration proceeding, you must send an email requesting arbitration and describing your claim to Legal@myparadigm.com. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules (available at www.adr.org or by calling 1-800-778-7879). An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.

    4. 14.4. No Jury Trial; Injunctive Relief. If, for any reason, a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. In the event Vendor is in breach, or threatens to breach any covenants of these Terms (including, without limitation, confidentiality), Vendor acknowledges and agrees that myBLDR will be greatly damaged, such breach(es) will be irreparable and difficult to quantity; therefore, myBLDR may apply to any court of competent jurisdiction in the United States for injunctive or other equitable relief to restrain such breach or threat of breach, without impairing, invalidating, negating or voiding myBLDR’s rights to relief in either law or equity.

15. ENTIRE AGREEMENT. These Terms constitute the exclusive and complete agreement between us and you. We will not be bound by any term, condition, obligation, or other provision which is different from or in addition to the provisions of these Terms or which may be in any order, receipt, acceptance, confirmation, correspondence, or other document, including informational forms we complete, sign or otherwise provide to you for your convenience.

16. TERM; TERMINATION. These Terms take effect when you create a Vendor Marketplace Account and continue in effect until you or we terminate your Account and each associated User Account or these Terms. We may terminate these Terms by providing notice to you. We reserve the right, in our sole discretion, and with or without notice unless required by applicable law, to refuse service; remove or edit content; modify, suspend or discontinue the availability of any features, products, or services; terminate your right to use some or all of the myBLDR Quoting Platform services; terminate your Vendor Marketplace Account; and/or delete Offers. myBLDR may choose to charge, modify, or stop charging a fee for any service in its sole discretion. Upon termination, all rights and obligations under these Terms automatically terminate except for rights of action occurring prior to termination or that otherwise should survive termination by their nature.

17. COPYRIGHTS; TRADEMARKS; PATENTS. Use of the myBLDR Quoting Platform does not give you the right to frame, use or reproduce any of our copyrighted material, trademarks, service marks, or other proprietary rights or material, or to use any of our patents, except as expressly permitted in writing by myBLDR.

18. MISCELLANEOUS.

    1. 18.1. Feedback. If you make any suggestions about the myBLDR Quoting Platform or the features (including any related technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner without any compensation owed to you.

    2. 18.2. Assignment. Except in connection with a reorganization, merger, sale, or transfer of substantially all of your assets (in which cases you must promptly provide written notice following assignment), you may not assign these Terms without our prior written consent. Subject to that restriction, these Terms will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns.

    3. 18.3. Severability. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

    4. 18.4. Waiver. Our failure to enforce your strict performance of any provisions of these Terms will not constitute a waiver of our right to enforce such provisions or any other provision of these Terms subsequently

    5. 18.5. Conflicts. In the event of any conflict between these Terms and the policies, these Terms will prevail.

    6. 18.6. Notices. You consent to receive communications from us electronically, including through e-mails, text messages, in-app push notices, notices and messages posted on the myBLDR Quoting Platform or in your Message Center and other communications made available to you on a desktop or mobile device as set forth in the myBLDR Privacy Notice. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. We may also send you notices at the address provided when registering your Vendor Marketplace Account, which you agree is a proper and valid address for any legal or contractual purpose. If you are sending myBLDR a legal or contractual notice, you must contact us (i) by email at Legal@myparadigm.com; or (ii) by personal delivery, overnight courier, or registered or certified mail to WTS Paradigm, LLC, ATTN: Legal Department, 1850 Deming Way, Suite 120, Middleton, WI 53562.

Privacy Policy

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