Updated: July 31, 2026, 4:12:00 PM (GMT -5).
These Terms of Service (the "Terms") are a legal agreement between BuzzBUILT Software, LLC, a Texas limited liability company ("BuzzBID," "we," "us," or "our"), and the business or other organization on whose behalf the Terms are accepted ("Customer" or "you"). These Terms govern Customer's access to and use of the BuzzBID software, related hosted features, support, training, documentation, websites, and customer resources described below.
IMPORTANT: THE PERSON ACCEPTING THESE TERMS REPRESENTS THAT THE PERSON IS AT LEAST 18 YEARS OLD AND HAS AUTHORITY TO BIND CUSTOMER. IF YOU DO NOT HAVE THAT AUTHORITY OR CUSTOMER DOES NOT AGREE TO THESE TERMS, DO NOT ACCEPT THEM OR USE THE SERVICES.
BuzzBID is intended for business use. It is not offered for personal, family, or household use.
1. Definitions
Administrator means an Authorized User whom Customer designates to manage Customer's BuzzBID account, subscription assignments, settings, or other Authorized Users.
Authorized User means an employee, individual contractor, or other individual whom Customer authorizes to use the Services for Customer's internal business purposes and for whom Customer has obtained any required subscription assignment, seat, or license.
Customer Data means data, databases, documents, drawings, plans, specifications, estimates, takeoffs, pricing, labor or material information, project files, images, reports, and other content that Customer or an Authorized User imports into, stores in, creates with, or intentionally submits through the Services. Customer Data does not include the Software, Documentation, Feedback, or deidentified or aggregated Usage Data that cannot reasonably identify Customer, an Authorized User, or any individual.
Customer Environment means the systems and services owned, licensed, selected, or controlled by Customer, including workstations, servers, virtual machines, operating systems, SQL Server or SQLite databases, file storage, networks, internet connections, firewalls, endpoint protection, backup systems, and customer-managed identity providers.
Documentation means BuzzBID's then-current user, technical, installation, and support documentation made available in the BuzzBID Knowledge Center or with the Software.
Hosted Services means the online features and systems that BuzzBID directly provides or arranges for use with the Software, such as authentication, licensing, Project Send, Material Quotes, the Customer Center, the Knowledge Center, and the Support Center. Hosted Services do not include the Customer Environment.
Order means the PayPro Global checkout record, order confirmation, invoice, renewal confirmation, or a written order form that identifies Customer's selected edition, quantity, Subscription Term, price, renewal method, and other transaction-specific terms.
PayPro Global means the PayPro Global entity identified as seller on the applicable checkout page, order confirmation, or invoice ("PayPro").
Services means the Software, Hosted Services, Documentation, support, training, and related services that BuzzBID makes available under an active subscription.
Software means the BuzzBID Windows desktop or server software, including the edition selected in an Order and the updates and maintenance releases BuzzBID makes available for that edition.
Subscription Term means the monthly, annual, trial, or other subscription period stated in the applicable Order.
Usage Data means licensing, authentication, device, diagnostic, performance, and service-use information collected as described in the BuzzBID Privacy Policy and Data Usage Policy.
2. Acceptance, Authority, and Contract Structure
2.1 Acceptance by Administrator
Customer accepts these Terms when an Administrator or other authorized representative affirmatively checks the acceptance box presented with a direct link to these Terms and proceeds to use the Services. The accepting person represents that the person has authority to accept on behalf of Customer. Customer is responsible for ensuring that its Authorized Users comply with the Agreement.
2.2 Electronic Agreement and Records
Customer agrees to conduct this transaction electronically and may retain an electronic copy of these Terms. BuzzBID may retain records showing the Customer account, accepting Administrator, date and time of acceptance, and version of the Terms accepted.
2.3 The Agreement and Order of Precedence
The "Agreement" consists of these Terms, each applicable Order, any BuzzBID end-user license agreement presented with the Software (the "EULA"), and the policies expressly incorporated by these Terms. If there is a conflict, the following order controls: (a) a written agreement signed by Customer and BuzzBID; (b) the Order, solely for the edition, quantity, price, Subscription Term, and renewal method; (c) these Terms; and (d) the EULA and incorporated policies. PayPro's terms control solely with respect to the purchase, payment, tax, invoice, cancellation-processing, refund-processing, or chargeback transaction handled by PayPro.
2.4 PayPro Is a Separate Seller for the Transaction
PayPro acts as an independent authorized reseller and Merchant of Record for the purchase transaction. PayPro's checkout terms form a separate sales contract between Customer and PayPro. BuzzBID licenses and provides the Services under this Agreement. Neither party may modify the other party's contract with Customer.
3. Eligibility and Sales Territory
Customer may use the Services only for lawful business purposes. Unless BuzzBID agrees otherwise in writing, new subscriptions are available only to customers located in the United States or Canada. Customer may not purchase, access, export, or use the Services in violation of applicable trade-control or sanctions laws.
4. Subscription Plans, Pricing, and Included Services
4.1 Plans and Commercial Terms
BuzzBID offers editions that may include different functions and limits. The current editions and feature descriptions appear on the BuzzBID pricing page. The selected edition, quantity, price, billing interval, renewal method, and any transaction-specific terms are shown during PayPro checkout and confirmed in the Order. If website information differs from an accepted Order, the Order controls for that purchase.
4.2 What an Active Subscription Includes
During an active paid Subscription Term, BuzzBID provides Customer with:
the right to use the edition of the Software identified in the Order;
updates and maintenance releases that BuzzBID makes generally available for that edition;
standard technical support without per-incident charges;
access to applicable Knowledge Center and customer resources; and
customer training without a stated session limit, offered under BuzzBID's then-current support and training practices.
References to "unlimited" support or training mean that BuzzBID does not impose a per-incident fee or a stated session count; support and training remain subject to reasonable scheduling, availability, scope, and fair-use practices. Unless an Order expressly states otherwise, the subscription does not include custom development, custom integrations, data conversion, on-site services, third-party licenses, hardware, administration of the Customer Environment, or maintenance, backup, restoration, or security of Customer Data.
4.3 Updates and Supported Configurations
BuzzBID may release corrections, updates, or new versions. Customer is responsible for installing generally available updates within a reasonable time and for maintaining a supported Customer Environment. An update may require a supported version of Windows, SQL Server, or another third-party component. BuzzBID is not required to support a version or configuration after the announced end of support, provided BuzzBID gives reasonable notice when practicable.
4.4 Changes to Features
BuzzBID may improve, modify, replace, or discontinue features. BuzzBID will not materially reduce the core functionality of Customer's purchased edition during a current paid Subscription Term without reasonable notice, except when a change is necessary for security, legal compliance, third-party dependency changes, or prevention of harm. If BuzzBID permanently discontinues the purchased edition during a paid term without providing a substantially similar replacement, Customer's exclusive remedy is termination of the affected subscription and a refund, processed through PayPro, of prepaid fees allocable to the unused portion of that term.
5. License and Authorized Use
5.1 Subscription License
Subject to the Agreement and payment of applicable fees, BuzzBID grants Customer, during the Subscription Term, a limited, non-exclusive, non-sublicensable, and non-transferable right for its Authorized Users to install and use the purchased edition of the Software for Customer's internal business operations. Customer may deploy the Software on supported physical or virtual Windows environments under Customer's control, subject to the quantity, assignment, concurrency, device, or other license limits in the Order and Documentation.
5.2 Authorized Users and Contractors
Customer may permit its employees and individual contractors to use the Services solely for Customer's benefit, within purchased license limits, and subject to confidentiality and use restrictions at least as protective as this Agreement. Customer is responsible for their acts and omissions. A license may not be shared concurrently, pooled, or assigned to more users or devices than permitted by the Order and Documentation.
5.3 Copies
Customer may make a reasonable number of copies of installers and Documentation solely for authorized installation, archival, and disaster-recovery purposes. All copies remain subject to the Agreement and must retain proprietary notices.
5.4 Trials and Preview Features
Trials, evaluation licenses, beta features, and preview features may be limited or discontinued at any time. Unless BuzzBID states otherwise in writing, they are provided for evaluation, without service commitments, warranties, or support obligations, and may not be used for production decisions.
6. Merchant of Record, Billing, Renewal, Cancellation, and Refunds
6.1 Merchant of Record
Subscriptions purchased online are sold and billed by PayPro, the Merchant of Record and independent authorized reseller for the transaction. PayPro is responsible for processing payment, issuing receipts and invoices, and administering transaction taxes, billing inquiries, refunds, and payment disputes. Customer's purchase is also subject to the PayPro terms, privacy notice, and refund policy presented or incorporated during checkout.
6.2 Payment Information and Taxes
Payment credentials submitted to PayPro are processed under PayPro's terms and privacy notice. BuzzBID receives order, subscription, and contact information needed to provision and support the subscription. Customer must provide accurate billing, location, and tax information; keep its payment method current; and maintain sufficient funds or credit for authorized charges. PayPro calculates and collects applicable transaction taxes where required. Prices may exclude taxes until checkout.
6.3 Automatic and Manual Renewal
The renewal method is displayed during checkout and confirmed in the Order. If Customer selects or accepts automatic renewal, the subscription renews for successive periods equal to the expiring Subscription Term, and Customer authorizes PayPro to charge the payment method on file for the disclosed subscription price and applicable taxes until automatic renewal is turned off or the subscription is canceled. If Customer selects manual renewal, continued access after the current term requires timely payment of a renewal Order.
6.4 Renewal Notices and Price Changes
PayPro may send renewal reminders and transaction notices under its terms and applicable law. BuzzBID may change the price for a future renewal by providing at least 30 days' advance notice, or any longer period required by law. A price change does not alter the price already paid for the current Subscription Term. Customer may turn off renewal or cancel before the new price takes effect.
6.5 Turning Off Renewal and Canceling
Customer may turn off automatic renewal or cancel through the PayPro customer portal, a cancellation link in a PayPro renewal notice, PayPro customer support, or an available cancellation function in the BuzzBID Customer Center. Turning off renewal prevents the next recurring charge. Unless the applicable Order, PayPro terms, or mandatory law states otherwise, cancellation is effective at the end of the then-current paid Subscription Term, and Customer retains access through that date.
6.6 Refunds
Refund requests are administered by PayPro under the refund policy applicable to the transaction and any mandatory law. Turning off renewal or canceling does not by itself create a right to a refund, credit, or prorated payment unless the applicable Order or refund policy expressly provides one. BuzzBID may authorize an additional refund where permitted by its agreement with PayPro. Approved refunds are returned through PayPro, generally to the original payment method.
6.7 Failed, Reversed, or Refunded Payments
If payment fails, is reversed, is charged back, or is refunded, PayPro or BuzzBID may suspend or terminate the corresponding subscription or license, subject to applicable law. Customer remains responsible for undisputed amounts properly due.
6.8 Billing and Product Support
PayPro handles payment methods, invoices, transaction taxes, refunds, billing disputes, and PayPro account issues. BuzzBID handles Software functionality, licensing activation after a successful Order, technical support, training, and Customer account administration.
7. Customer Data and Customer Outputs
7.1 Customer Ownership
As between Customer and BuzzBID, Customer retains all right, title, and interest in Customer Data. No ownership of Customer Data transfers to BuzzBID. Customer also retains its rights in estimates, takeoffs, reports, and other outputs created from Customer Data, subject to BuzzBID's ownership of the Software, Documentation, methods, templates, and other pre-existing materials embodied in those outputs.
7.2 Customer-Hosted Data
The core Software is installed and operated in the Customer Environment. BuzzBID does not take custody of Customer Data stored in Customer's local or customer-managed databases or file systems merely because Customer installs or uses the Software. BuzzBID does not host, automatically back up, or administer that Customer Data unless a separate written service expressly says otherwise.
7.3 Limited Permission for Submitted Data
When Customer intentionally sends Customer Data to a Hosted Service, support case, diagnostic function, project-sharing feature, or feedback-review feature, Customer grants BuzzBID and its service providers a limited, non-exclusive right to access, transmit, copy, and otherwise process that submitted Customer Data solely to provide the requested feature; provide support; troubleshoot, maintain, or secure the Services; follow Customer's documented instructions; or comply with law. This permission lasts only as long as reasonably necessary for those purposes and does not transfer ownership.
BuzzBID will not sell, publish, use for advertising, or use identifiable Customer Data to train a generalized machine-learning or artificial-intelligence model unless Customer separately gives informed, affirmative permission or intentionally selects a feature that clearly discloses that use before submission.
7.4 Customer Responsibilities for Customer Data
Customer is solely responsible for the accuracy, quality, legality, and content of Customer Data and for obtaining all rights and permissions needed to collect, use, store, analyze, transmit, and share it. Customer must not submit data to BuzzBID that Customer is prohibited from disclosing or that requires security or processing terms BuzzBID has not agreed to in writing.
7.5 Usage Data and Feedback
BuzzBID may collect and use Usage Data as described in its Privacy Policy and Data Usage Policy. BuzzBID may use deidentified and aggregated Usage Data to operate, secure, support, and improve the Services, provided it does not reasonably identify Customer, an Authorized User, or any individual.
If Customer voluntarily provides ideas or suggestions about the Services ("Feedback"), Customer grants BuzzBID a perpetual, worldwide, royalty-free right to use the Feedback without restriction or obligation. Customer should not include Customer Data or Confidential Information in Feedback unless the parties agree otherwise.
7.6 Data at Expiration or Termination
Customer remains responsible for retaining its Customer Data and any copies or exports it may need before a subscription ends. Expiration or termination does not transfer to BuzzBID or delete Customer Data stored in the Customer Environment. BuzzBID has no obligation to retrieve, convert, restore, or maintain Customer Data from the Customer Environment after the subscription ends. Customer Data submitted to BuzzBID is retained and deleted under applicable privacy, support, security, and legal-retention practices.
8. Customer Environment, Maintenance, Backup, and Security
8.1 Customer Environment
Customer owns, licenses, selects, configures, operates, secures, and maintains the Customer Environment. This includes supported workstations and servers; Windows and database licensing and updates; SQL Server or SQLite administration; storage capacity and performance; network, VPN, DNS, firewall, and internet configuration; endpoint protection; identity systems; and physical security.
8.2 Data Maintenance and Backups
Customer is responsible for maintaining Customer Data and for establishing backup and disaster-recovery procedures appropriate to the value and sensitivity of that data. At a minimum, Customer must maintain regular, independent, recoverable backups; protect backup credentials and repositories from compromise; monitor backup success; and periodically test restoration. BuzzBID support, updates, and maintenance releases are not data-backup or disaster-recovery services.
8.3 Access Security
Customer is responsible for managing Authorized Users, administrator privileges, database credentials, file permissions, network access, and account removal; applying security updates; using appropriate malware protection; and preventing unauthorized access to the Customer Environment. Customer must promptly notify BuzzBID at info@buzzbid.com of suspected unauthorized use of a BuzzBID account or a security event that may affect the Services.
8.4 Shared Responsibility
Customer's responsibility for the Customer Environment does not eliminate BuzzBID's responsibility to use reasonable safeguards for Customer Data and personal information actually received and held by BuzzBID. BuzzBID is not responsible for loss, corruption, disclosure, unavailability, or unauthorized access caused by the Customer Environment, Customer's failure to maintain backups or security controls, Customer's instructions, or a third-party system selected by Customer, except to the extent directly caused by BuzzBID's breach of the Agreement.
8.5 Support Access
Customer may choose to give BuzzBID temporary access to Customer Data or the Customer Environment for support. Customer must authorize the scope of access, maintain any required backup, and supervise access when appropriate. BuzzBID will use that access only for the authorized support purpose and will use reasonable care while accessing the Customer Environment.
9. Hosted Services, Availability, and Third-Party Services
9.1 Customer-Hosted Software
BuzzBID is customer-hosted Windows software with supporting Hosted Services; it is not an application-wide hosted SaaS environment. Availability of the core Software depends primarily on the Customer Environment. Certain functions require internet access or third-party Hosted Services.
9.2 Hosted Services
BuzzBID uses commercially reasonable efforts to operate Hosted Services reliably and may perform scheduled or emergency maintenance. The Hosted Services Availability notice describes BuzzBID's current operational objective. Unless a signed agreement expressly states otherwise, that objective is not a service-level agreement, warranty, or commitment to provide service credits, penalties, or refunds.
9.3 Third-Party Dependencies
The Services may interoperate with third-party products and services. BuzzBID does not control and is not responsible for third-party services, their terms, or their availability. Customer is responsible for obtaining and maintaining third-party products and accounts required for its chosen configuration. BuzzBID may replace a third-party provider when reasonably necessary to operate, secure, or improve the Services.
10. Accounts and Administration
Customer must provide accurate and current account information. Customer and each Authorized User must protect credentials, use individual accounts when required, and not share or transfer an account in a way that bypasses license limits. Customer is responsible for activity under its accounts until it notifies BuzzBID of unauthorized use. Administrators may assign or remove Authorized Users and may access account, licensing, and subscription information on Customer's behalf.
BuzzBID may rely on instructions from a verified Administrator. Customer is responsible for designating appropriate Administrators and promptly removing authority when an Administrator's role changes or employment ends.
11. Acceptable Use and Restrictions
Customer and Authorized Users must not:
copy, modify, translate, adapt, or create derivative works of the Software except as expressly permitted by law or this Agreement;
reverse engineer, decompile, disassemble, discover source code, or circumvent technical restrictions, except to the limited extent applicable law prohibits this restriction;
bypass licensing controls, share license keys, falsify subscription information, or exceed purchased license limits;
sell, resell, rent, lease, sublicense, distribute, publish, time-share, or provide the Services as a service bureau for an unaffiliated third party;
use the Services or Documentation to build or train a competing product or service;
upload or transmit malicious code, conduct unauthorized security testing, interfere with operation of the Services, or attempt unauthorized access;
use the Services to violate law, sanctions, privacy, confidentiality, contract, or intellectual-property rights;
remove proprietary notices or misrepresent the source or ownership of the Services; or
use the Services in a manner that creates a material security, legal, or operational risk to BuzzBID, PayPro, another customer, or a third party.
The restrictions do not prevent Customer from using the Software for its intended commercial estimating, takeoff, bidding, project-management, reporting, or internal business purposes.
12. Confidentiality and Privacy
12.1 Confidential Information
"Confidential Information" means nonpublic information disclosed by one party to the other that is marked confidential or reasonably should be understood to be confidential, including Customer Data, nonpublic product plans, security information, pricing not publicly offered, and business or technical information. Confidential Information does not include information the recipient can document: (a) is publicly available without breach; (b) was lawfully known without a duty of confidentiality; (c) is received lawfully from a third party without a duty of confidentiality; or (d) is independently developed without use of the discloser's Confidential Information.
12.2 Protection and Permitted Use
The recipient will use the other party's Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel and service providers who need to know it and are bound by confidentiality obligations. If disclosure is legally required, the recipient will provide notice when legally permitted and disclose only what is required.
12.3 Privacy
BuzzBID processes personal information under its Privacy Policy and Data Usage Policy. PayPro separately processes purchase and payment information under PayPro's privacy notice. To the extent BuzzBID processes personal data in Customer Data on Customer's behalf and applicable law requires additional processor terms, the parties will enter an appropriate data-processing addendum; an executed addendum controls for that processing.
13. BuzzBID Intellectual Property
BuzzBID and its licensors own the Software, Hosted Services, Documentation, websites, designs, methods, templates, models, algorithms, interfaces, trademarks, and all related intellectual-property rights. Except for the limited subscription license and Customer's rights in Customer Data and Customer outputs, no right, title, or interest transfers to Customer. All rights not expressly granted are reserved.
If Customer believes content made available by BuzzBID infringes Customer's intellectual-property rights, Customer may send a detailed notice to info@buzzbid.com.
14. Estimating Decisions and Customer Judgment
BuzzBID is a tool for takeoff, estimating, bidding, and related business workflows. It does not replace Customer's professional judgment or responsibility. Customer is responsible for reviewing and verifying plans, scales, measurements, takeoffs, assemblies, quantities, prices, labor assumptions, productivity rates, taxes, code requirements, specifications, proposals, and all other inputs and outputs before relying on them or submitting a bid, quote, contract, report, or project decision.
Computer-vision suggestions, automated links, calculations, imported information, templates, material quotes, and other outputs may be incomplete or inaccurate. BuzzBID does not guarantee a bid award, project result, profit, cost, schedule, legal compliance, code compliance, or business outcome.
15. Limited Warranty and Disclaimers
15.1 Limited Conformance Warranty
During a paid Subscription Term, BuzzBID warrants that the unmodified Software, when properly installed, updated, and used in a supported Customer Environment, will perform in all material respects in accordance with the then-current Documentation. This warranty does not apply to trials or preview features, misuse, unsupported configurations, Customer Data, the Customer Environment, third-party services, unauthorized modifications, or issues caused by failure to install available updates.
If Customer reports a reproducible breach of this warranty with reasonable detail, BuzzBID will use commercially reasonable efforts to correct the issue or provide a workaround. If BuzzBID cannot do so within a reasonable period, Customer may terminate the affected subscription, and BuzzBID will authorize PayPro to refund prepaid fees allocable to the unused portion of the affected Subscription Term. This is Customer's exclusive remedy for breach of the limited warranty.
15.2 Disclaimer
EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, SUPPORT, TRAINING, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." BUZZBID DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BUZZBID DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPATIBLE WITH EVERY CUSTOMER CONFIGURATION.
16. Intellectual-Property Claims
If a third party claims that Customer's authorized use of the unmodified Software infringes a United States patent, copyright, or trademark, BuzzBID may, at its option and expense: (a) obtain the right for Customer to continue using the affected Software; (b) modify or replace it with materially equivalent non-infringing functionality; or (c) terminate the affected subscription and authorize PayPro to refund prepaid fees allocable to the unused portion of the Subscription Term. BuzzBID has no obligation for claims arising from Customer Data, Customer specifications, unauthorized modification, combination with items not supplied by BuzzBID, continued use after notice to stop, or use outside the Agreement. This Section states Customer's exclusive remedy for an infringement claim.
17. Customer Indemnification
Customer will defend BuzzBID and its officers, employees, and contractors from a third-party claim, and indemnify them against resulting damages, settlements, costs, and reasonable attorneys' fees, to the extent the claim arises from: (a) Customer Data infringing or misappropriating a third party's rights; (b) Customer's unlawful collection, use, or disclosure of Customer Data; or (c) Customer's or an Authorized User's material violation of Section 11. BuzzBID must promptly notify Customer, allow Customer to control the defense and settlement, and reasonably cooperate at Customer's expense. Customer may not settle a claim in a way that admits fault by or imposes an obligation on BuzzBID without BuzzBID's written consent, not to be unreasonably withheld.
18. Suspension and Termination
18.1 Term
The Agreement begins when Customer accepts it and continues while Customer has an active account, subscription, or continuing obligation under it.
18.2 Suspension
BuzzBID may suspend affected access when reasonably necessary to address: (a) failed, reversed, disputed, or refunded payment; (b) a material security threat; (c) suspected fraud or unlawful activity; (d) use that materially violates the Agreement; or (e) a legal or governmental requirement. When practicable, BuzzBID will give notice and a reasonable opportunity to cure. BuzzBID will limit a suspension in scope and duration when reasonably possible.
18.3 Termination for Breach
Either party may terminate the Agreement or an affected subscription if the other materially breaches and does not cure the breach within 10 days after written notice, unless the breach cannot be cured or immediate termination is reasonably necessary to prevent material harm or comply with law.
18.4 Discontinuation by BuzzBID
BuzzBID may terminate a paid subscription for convenience on at least 30 days' notice. If it does, BuzzBID will authorize PayPro to refund prepaid fees allocable to the unused portion of the terminated Subscription Term. This subsection does not apply when termination results from Customer's breach, payment failure, chargeback, fraud, or unlawful use.
18.5 Effect of Termination
When a subscription or the Agreement ends, the corresponding license and right to use the Services end, and Customer must stop using the Software and Hosted Services. Sections that by their nature should survive will survive, including payment obligations, Customer Data ownership, confidentiality, intellectual property, disclaimers, indemnification, limitations of liability, dispute terms, and general provisions.
19. Limitation of Liability
19.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS; OR LOSS, CORRUPTION, OR COST OF RECONSTRUCTING DATA, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
19.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUZZBID'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES WILL NOT EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE THROUGH PAYPRO FOR THE AFFECTED BUZZBID SUBSCRIPTION DURING THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM.
19.3 Backup-Related Loss
BuzzBID is not liable for data loss, corruption, restoration cost, or business interruption to the extent the loss could have been prevented or materially reduced by Customer's compliance with Section 8, including maintaining and testing appropriate backups.
19.4 Exceptions
The exclusions and cap do not limit Customer's payment obligations or Customer's liability for unauthorized use or distribution of the Services, violation of BuzzBID's intellectual-property rights, or indemnification obligations. Nothing in the Agreement excludes or limits liability that applicable law does not permit a party to exclude or limit.
20. Changes to These Terms
BuzzBID may update these Terms prospectively. For a material change, BuzzBID will provide reasonable advance notice by email, in-product notice, or the Customer Center and may require an Administrator to affirmatively accept the updated Terms. A material change will not retroactively change rights or obligations that arose before its effective date. If Customer does not agree to a material update, Customer must stop using the Services and may turn off renewal before the update takes effect. Nonmaterial changes, such as clarifications or contact updates, may become effective when posted with a revised date. Subscription price changes are governed by Section 6.4.
21. Governing Law and Disputes
21.1 Informal Resolution
Before filing a claim, a party will send written notice describing the dispute and requested relief and allow at least 30 days for good-faith resolution, unless immediate injunctive relief is reasonably necessary.
21.2 Texas Law and Exclusive Venue
The Agreement is governed by Texas law, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any action arising out of or relating to the Agreement must be brought exclusively in the state or federal courts located in Harris County, Texas, and each party consents to personal jurisdiction and venue there.
21.3 Jury and Class-Action Waivers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.
22. Export Controls and Sanctions
Customer will comply with applicable United States and other export-control, import, and economic-sanctions laws. Customer represents that it and its Authorized Users are not prohibited parties and will not access, export, reexport, transfer, or use the Services in a prohibited country, territory, end use, or for a prohibited party. BuzzBID may restrict access when reasonably necessary for compliance.
23. General Provisions
23.1 Notices
BuzzBID may send operational and legal notices to the Administrator email address on file, through the Software, or through the Customer Center. Customer must keep its contact information current. Formal legal notices to BuzzBID must be sent to info@buzzbid.com and by nationally recognized overnight delivery to BuzzBUILT Software, LLC, 2001 Timberloch Place, Suite 500, The Woodlands, Texas 77380, United States. Notice is effective on confirmed receipt.
23.2 Assignment
Customer may not assign the Agreement without BuzzBID's prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets, provided the assignee is not a competitor and agrees in writing to the Agreement. BuzzBID may assign the Agreement in connection with a merger, reorganization, sale of assets, or transfer to an affiliate. Any prohibited assignment is void.
23.3 Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, terrorism, labor disruption, utility or internet failure, cyberattack not caused by failure to use reasonable safeguards, governmental action, or failure of a third-party provider, except that this Section does not excuse payment obligations.
23.4 No Waiver; Severability
A failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will continue in effect.
23.5 Independent Parties; No Third-Party Beneficiaries
Customer and BuzzBID are independent contracting parties. The Agreement does not create a partnership, franchise, fiduciary, employment, or agency relationship. Except as expressly stated, the Agreement creates no third-party beneficiary rights.
23.6 Entire Agreement
The Agreement is the entire agreement between Customer and BuzzBID concerning the Services and supersedes prior or contemporaneous online terms, representations, and understandings on that subject. It does not supersede a separately signed agreement that expressly governs the same Services.
23.7 Headings
Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."
24. Contact
Questions about these Terms may be sent to:
BuzzBUILT Software, LLC
2001 Timberloch Place, Suite 500
The Woodlands, Texas 77380
United States
Email: info@buzzbid.com
Telephone: +1 (713) 244-8762