Build Terms of Service

Last updated: 23 June 2026

Important. These Terms of Service (the "Agreement") govern your access to and use of the services provided by Build Technologies Inc ("Build", "we", "us", or "our"). By engaging Build or accessing any of our services, you agree to be bound by this Agreement. If you are engaging Build on behalf of an organisation, you represent that you have the authority to bind that organisation to these terms.

1. Definitions

The following capitalised terms have the meanings set out below:

"Agreement" means these Terms of Service, together with any applicable Order Form, Statement of Work, or Master Services Agreement executed between the parties.

"Build IP" means all methodologies, workflows, software, agentic systems, tools, templates, data models, know-how, and any other intellectual property developed or owned by Build, including all improvements and derivatives thereof.

"Client" means the entity or individual that has engaged Build for the provision of Services.

"Client Data" means any data, documents, materials, or information provided by the Client to Build for the purpose of delivering the Services.

"Deliverables" (also referred to as "Parcels") means the outputs, reports, analyses, designs, or other work product produced by Build specifically for the Client pursuant to an Order Form or Statement of Work.

"Order Form" or "Statement of Work" means a written document executed by both parties specifying the scope, fees, timeline, and other particulars of a specific engagement.

"Services" means the agentic AI-native professional services provided by Build, including but not limited to site selection, feasibility analysis, power and infrastructure analysis, planning risk assessment, design development support, and related pre-development advisory services.

2. Services

2.1 Scope

Build will provide the Services as described in the applicable Order Form or Statement of Work. Build reserves the right to determine how Services are delivered, including the methods, tools, personnel, and agentic AI systems used, provided that the Deliverables conform to the agreed specification.

2.2 Nature of Services

Build's Services are professional advisory and analytical services. Deliverables are produced to inform Client decision-making and do not constitute legal, financial, planning, engineering, or regulatory advice. Clients are responsible for obtaining independent professional advice where required and for all decisions made on the basis of Build's Deliverables.

2.3 Reliance on Client Information

Build relies on the accuracy and completeness of Client Data provided to it. Build is not responsible for errors or inaccuracies in Deliverables that result from incomplete, inaccurate, or misleading Client Data.

2.4 Subcontractors

Build may engage subcontractors, third-party specialists, or AI model providers in the delivery of Services. Build remains responsible for the performance of any such subcontractors with respect to the Client.

3. Client obligations

3.1 Cooperation

The Client will provide Build with timely access to all Client Data, personnel, systems, and other resources reasonably required to deliver the Services. Delays caused by the Client's failure to cooperate may affect delivery timelines and Build will not be held liable for such delays.

3.2 Permitted Use

The Client may use Deliverables for its own internal business purposes only. The Client may not resell, sublicense, or otherwise make Deliverables available to third parties without Build's prior written consent.

3.3 Prohibited Use

The Client may not use Build's Services or Deliverables to:

• Infringe any third party's intellectual property, privacy, or other rights
• Violate any applicable law or regulation
• Reverse engineer or attempt to extract Build's methodologies, AI systems, or proprietary know-how
• Train, fine-tune, or otherwise use Deliverables to develop competing AI models or services

4. Intellectual property

4.1 Build IP

Build retains all right, title, and interest in and to Build IP, including all agentic systems, workflows, methodologies, and underlying tooling used to produce Deliverables. Nothing in this Agreement transfers ownership of Build IP to the Client.

4.2 Deliverables

Subject to full payment of all applicable fees, Build grants the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client's own internal business purposes. Where agreed in writing, Build may assign ownership of specific Deliverables to the Client, in which case Build retains a perpetual, royalty-free licence to use the underlying methodologies and non-client-specific components.

4.3 Client Data

The Client retains all right, title, and interest in and to Client Data. The Client grants Build a non-exclusive licence to use Client Data solely to the extent necessary to provide the Services. Build will not use Client Data for any other purpose, including training AI models, without the Client's prior written consent.

4.4 Feedback

If the Client provides feedback on Build's services, Build may use such feedback to improve its products and services without restriction, provided that such use does not identify or disclose the Client's Confidential Information.

5. Confidentiality

5.1 Obligations

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances ("Confidential Information"). Each party will use Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement.

5.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided that the receiving party gives the disclosing party reasonable prior notice where permitted.

5.3 Survival

Confidentiality obligations survive termination of this Agreement for a period of three years, except with respect to trade secrets, which remain confidential indefinitely.

6. Data and privacy

6.1 Personal Data

Build processes personal data in accordance with its Privacy Policy, available at build.inc/privacy. Where Build processes personal data on behalf of the Client as a data processor, the parties will execute a Data Processing Addendum ("DPA") as required by applicable data protection law, including the EU General Data Protection Regulation (GDPR), the UK GDPR, and any other applicable national data protection legislation. Clients subject to GDPR or UK GDPR may request a DPA by contacting legal@build.inc. The DPA will govern with respect to its subject matter and, in the event of conflict with these Terms, the DPA will control.

6.2 Security

Build implements and maintains appropriate technical and organisational measures to protect Client Data against unauthorised access, disclosure, alteration, or destruction. Build's security posture is documented in its Security Addendum, available upon request.

6.3 Data Retention

Build will retain Client Data only for as long as necessary to deliver the Services or as required by applicable law. Upon termination of an engagement, Build will securely delete or return Client Data within 30 days upon the Client's written request.

7. Fees and payment

7.1 Fees

Fees are as set out in the applicable Order Form or Statement of Work. All fees are exclusive of applicable taxes, which are the Client's responsibility unless otherwise stated.

7.2 Payment Terms

Unless otherwise agreed in writing, invoices are due within 30 days of the invoice date. Late payments are subject to interest at the rate of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

7.3 Disputes

The Client must raise any invoice dispute in writing within 14 days of receipt of the relevant invoice. Undisputed amounts must be paid in full by the due date. Build may suspend Services for non-payment of undisputed amounts following written notice.

7.4 Changes in Scope

Any material change in the scope of Services must be agreed in writing by both parties. Build will not be obligated to perform work outside the agreed scope without a signed change order.

8. Term and termination

8.1 Term

This Agreement commences on the date the Client engages Build (whether by signing an Order Form, Statement of Work, or otherwise) and continues until terminated in accordance with this section.

8.2 Termination for Convenience

Either party may terminate an engagement by providing written notice as specified in the applicable Order Form or Statement of Work. Where no notice period is specified, 30 days' written notice is required.

8.3 Termination for Cause

Either party may terminate this Agreement or any Order Form immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days of receiving written notice of the breach.

8.4 Effect of Termination

Upon termination, the Client will pay all fees accrued up to the date of termination. Sections covering intellectual property, confidentiality, limitation of liability, indemnification, and general provisions survive termination.

9. Warranties and disclaimers

9.1 Build Warranties

Build warrants that: (a) it will perform the Services in a professional and workmanlike manner; (b) it has the right to enter into this Agreement; and (c) to its knowledge, the Services and Deliverables do not infringe any third party intellectual property right.

9.2 Client Warranties

The Client warrants that: (a) it has the right to provide Client Data to Build; (b) Client Data does not infringe any third party's rights; and (c) its use of the Services and Deliverables will comply with all applicable laws and regulations.

9.3 Disclaimer

Except as expressly stated in this Agreement, Build provides the Services and Deliverables on an "as is" basis and disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Build does not warrant that the Services will be uninterrupted or error-free, or that Deliverables will meet any specific outcome or result.

10. Limitation of liability

10.1 Exclusion of Indirect Losses

Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

10.2 Cap on Liability

Build's total aggregate liability to the Client for any claims arising under or related to this Agreement will not exceed the total fees paid by the Client to Build in the 12 months preceding the claim giving rise to liability.

10.3 Exceptions

The limitations in this section do not apply to: (a) either party's indemnification obligations; (b) either party's liability for fraud or wilful misconduct; or (c) a party's breach of its confidentiality obligations.

11. Indemnification

11.1 By Build

Build will defend and indemnify the Client against any third-party claim that the Services or Deliverables, when used in accordance with this Agreement, infringe any intellectual property right. This obligation does not apply where the claim arises from Client Data, the Client's modifications to the Deliverables, or the Client's use of the Deliverables in a manner not contemplated by this Agreement.

11.2 By the Client

The Client will defend and indemnify Build against any third-party claim arising from: (a) Client Data; (b) the Client's use of the Deliverables outside the scope of this Agreement; or (c) the Client's breach of any warranty or obligation in this Agreement.

11.3 Procedure

The indemnified party must promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defence and settlement, and cooperate reasonably with the indemnifying party at the indemnifying party's expense. The indemnifying party may not settle any claim that imposes obligations on the indemnified party without prior written consent.

12. Platform terms

12.1 Platform Access

Where Build grants the Client access to its software platform, agentic AI systems, workflow tools, or any related digital environment (collectively, the "Platform"), such access is subject to this section in addition to the remainder of this Agreement. Access is non-exclusive, non-transferable, and limited to the Client's authorised users. Access credentials may not be shared, including within the same organisation.

12.2 Acceptable Use

The Client may use the Platform solely for its own internal business purposes in connection with the Services. The Client may not:

• Attempt to reverse engineer, decompile, or extract the source code, model weights, or proprietary logic of the Platform or any AI systems underlying it
• Use the Platform to develop, train, or fine-tune any competing AI model or system
• Scrape, crawl, or systematically extract data or outputs from the Platform by automated means
• Use the Platform to process data that violates applicable law, including unlawfully obtained personal data or data subject to export controls
• Attempt to circumvent any access controls, rate limits, or security measures of the Platform
• Resell, sublicense, or otherwise make Platform access available to any third party without Build's prior written consent

12.3 AI Output Disclaimer

The Platform incorporates agentic AI and large language model technology. Outputs generated by the Platform are AI-assisted and may contain errors, inaccuracies, or omissions. Outputs do not constitute legal, financial, planning, engineering, or regulatory advice. The Client is responsible for reviewing all Platform outputs before relying on them for any decision, and for obtaining independent professional advice where required. Build does not warrant that Platform outputs will be accurate, complete, or fit for any specific purpose.

12.4 Availability and Uptime

Build will use commercially reasonable efforts to make the Platform available. Build does not guarantee uninterrupted or error-free access. Planned maintenance will be communicated in advance where reasonably practicable. Build will not be liable for any loss or damage arising from Platform unavailability, except where this results directly from Build's gross negligence or wilful misconduct.

12.5 API Access

Where Build provides API access to the Platform, such access is subject to the rate limits, authentication requirements, and technical specifications set out in Build's developer documentation. Build may modify or deprecate API endpoints upon reasonable notice. The Client is responsible for maintaining secure handling of any API keys or access tokens issued to it.

12.6 Platform Data

Build may collect usage data, logs, and telemetry from the Client's use of the Platform for the purposes of operating, improving, and securing the Platform. Such data will be handled in accordance with Build's Privacy Policy. Build will not use Client Data or Client-specific outputs to train AI models without the Client's prior written consent.

12.7 Updates and Changes

Build may update, modify, or discontinue features of the Platform at any time. Material changes that negatively affect the Client's use of the Platform will be communicated with at least 15 days' notice. If a change materially diminishes the functionality the Client relies on, the Client may terminate the applicable Order Form upon written notice within 15 days of the change taking effect, and Build will refund any prepaid unused fees on a pro rata basis.

12.8 Third-Party Models and Services

The Platform may incorporate or interface with third-party AI models, APIs, or services. Use of such third-party components may be subject to additional terms imposed by those providers. Build will notify the Client of any material third-party dependencies and their applicable terms upon request.

12.9 Security Responsibilities

The Client is responsible for maintaining the security of its own systems, network connections, and access credentials used to access the Platform. The Client must notify Build promptly upon becoming aware of any unauthorised access to its account or any security incident affecting its use of the Platform. Build will cooperate reasonably with the Client in investigating any such incident.

13. General provisions

13.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions. For UK and European clients, the parties may agree in writing to apply the laws of England and Wales as the governing law.

13.2 Dispute Resolution

The parties will attempt to resolve any dispute through good-faith negotiation before initiating any formal proceedings. For Clients based in the United States, any unresolved dispute will be subject to binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings conducted in New York, New York. For Clients based in the United Kingdom or the European Union, any unresolved dispute will be subject to the exclusive jurisdiction of the courts of England and Wales, and the parties irrevocably submit to that jurisdiction. For Clients based elsewhere, the parties will agree in writing on the applicable dispute resolution forum at the time of engagement; absent such agreement, New York arbitration applies.

13.3 Entire Agreement

This Agreement, together with any applicable Order Form or Statement of Work, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings. In the event of conflict between these Terms and an Order Form or Statement of Work, the Order Form or Statement of Work will govern with respect to its specific subject matter.

13.4 Amendments

Build may update these Terms of Service from time to time. Material changes will be notified to active Clients at least 15 days before taking effect. Continued use of Build's Services after the effective date of any update constitutes acceptance of the revised terms.

13.5 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that Build may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.6 Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, or failures of third-party infrastructure.

13.7 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

13.8 Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future.

13.9 Notices

Notices under this Agreement must be in writing and sent to the address or email specified in the applicable Order Form, or to legal@build.inc for Build.

14. Contact

Build Technologies Inc

2261 Market Street, San Francisco, CA 94114

legal@build.inc

build.inc