Below are the contract terms you will be asked to sign in order to subscribe to the Build Safe service.
1. Purpose of Agreement
Build Safe provides access to a hosted construction safety management software platform, related modules, digital tools, training tools, document-management tools, forms, safety resources, and optional artificial intelligence features under the name Build Safe or such other names as Build Safe may use from time to time.
Client desires to subscribe to the Build Safe platform for use in connection with Client’s internal construction safety, training, document management, inspection, form-management, compliance-support, and related business activities.
This Agreement governs Client’s access to and use of the Build Safe platform, including all renewals, additional subscription years, updates, modules, and related services unless a separate written agreement signed by both Parties expressly replaces this Agreement.
2. Order Form; Subscription
Client’s subscription details are set forth in the order form, invoice, quote, proposal, online checkout page, statement of work, or other written ordering document accepted by Build Safe and Client (“Order Form”).
The initial Order Form is attached as Exhibit A or otherwise incorporated by reference.
Each Order Form should identify, as applicable:
a. Client name;
b. subscription start date;
c. subscription end date;
d. subscription term;
e. subscription fee;
f. included modules;
g. number or category of authorized users;
h. included AI credits or usage limits, if any;
i. implementation or setup fees, if any;
j. support terms, if any;
k. special terms, if any; and
l. renewal pricing, if known.
If there is a conflict between this Agreement and an Order Form, this Agreement controls unless the Order Form specifically states that it is modifying a particular section of this Agreement.
3. Initial Term; One-Year Prepaid Subscription
Unless otherwise stated in the applicable Order Form, Client is subscribing to Build Safe for an initial term of one year, beginning on the subscription start date stated in the Order Form and ending one year later (“Initial Term”).
The subscription is prepaid for the full one-year term. All subscription fees for the Initial Term are due before access is activated unless Build Safe agrees in writing to different payment terms.
Except as expressly stated in this Agreement or required by applicable law, prepaid subscription fees are non-cancellable and non-refundable.
4. Renewal Terms
This Agreement does not automatically renew unless the Order Form expressly states that automatic renewal applies.
If Client renews its Build Safe subscription for any additional year or period, then this Agreement will continue to govern the renewed subscription unless the Parties sign a new written agreement.
All terms of this Agreement remain in full force and effect during each renewal term, including the AI risk provisions, disclaimers, limitation of liability, payment terms, Client responsibility terms, confidentiality terms, data terms, and indemnification terms.
Unless otherwise stated in the applicable renewal Order Form, each renewal will be for an additional one-year prepaid subscription term.
Build Safe may update pricing for any renewal term by providing Client with a renewal quote, invoice, or other written notice before the renewal begins.
Client’s payment of a renewal invoice, written acceptance of a renewal quote, continued use after renewal activation, or other written confirmation of renewal constitutes acceptance of the renewal term and continued acceptance of this Agreement.
5. Access to the Build Safe Platform
Subject to Client’s compliance with this Agreement and timely payment of all applicable fees, Build Safe grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Build Safe platform during the applicable subscription term solely for Client’s internal business purposes.
Client may allow its employees, officers, managers, supervisors, safety personnel, authorized contractors, and other approved users to access the platform only as permitted by the applicable Order Form and this Agreement.
Client is responsible for all activity occurring under Client’s account, site, subdomain, login credentials, and authorized user accounts.
Client must ensure that all users comply with this Agreement.
6. Authorized Users and Account Security
Client is responsible for managing its authorized users, user roles, permissions, employee status, access levels, and account security.
Client must promptly disable or remove access for terminated employees, former contractors, or any person who should no longer have access.
Client is responsible for maintaining the confidentiality of usernames, passwords, login links, QR codes, private documents, confidential files, and administrative access.
Client must promptly notify Build Safe of any suspected unauthorized access, security incident, compromised account, or misuse of the platform.
Build Safe is not responsible for losses caused by Client’s failure to manage users, permissions, passwords, devices, email accounts, or internal access controls.
7. Acceptable Use
Client shall not, and shall not permit any user to:
a. use the platform for unlawful, fraudulent, abusive, or harmful purposes;
b. attempt to bypass security controls, usage limits, role restrictions, or access restrictions;
c. reverse engineer, decompile, copy, modify, scrape, or attempt to extract source code from the platform;
d. use the platform to develop or assist in developing a competing product or service;
e. upload malicious code, viruses, malware, or harmful files;
f. interfere with platform performance, hosting infrastructure, or other users;
g. access data, files, accounts, or systems not intended for Client;
h. misrepresent AI-generated content as having been reviewed, approved, or certified by Build Safe;
i. use the platform in a manner that violates applicable law, regulation, or third-party rights;
j. upload content Client does not have the right to use;
k. use the platform as a substitute for competent safety management, legal advice, engineering advice, medical advice, or professional judgment; or
l. use the platform in any way that could reasonably expose Build Safe to legal, regulatory, security, reputational, or operational harm.
Build Safe may suspend or restrict access if Build Safe reasonably believes Client or any user has violated this section.
8. Client Responsibilities for Safety and Compliance
Client understands and agrees that Build Safe is a software and technology provider.
Build Safe is not Client’s employer, safety director, competent person, qualified person, OSHA representative, compliance officer, legal counsel, insurance advisor, engineer, medical provider, or project supervisor.
Client remains solely responsible for:
a. providing a safe workplace;
b. complying with OSHA, state-plan OSHA, EM 385-1-1 when applicable, EPA, DOT, local, state, federal, contractual, project-specific, and owner-specific requirements;
c. determining which safety rules, standards, forms, procedures, inspections, permits, training, and controls apply to Client’s work;
d. verifying the accuracy and completeness of all safety materials, training materials, inspections, forms, logs, reports, AI outputs, and records;
e. ensuring that a competent person, qualified person, supervisor, safety manager, or other appropriate professional reviews safety-sensitive content before use;
f. conducting required inspections, audits, hazard assessments, training, incident investigations, and corrective actions;
g. maintaining required records;
h. making final decisions regarding safety practices, jobsite controls, worker discipline, corrective action, and regulatory compliance; and
i. ensuring that all employees and workers are properly trained, supervised, equipped, and protected.
Build Safe may provide tools, templates, references, automation, reminders, workflows, or AI-assisted content, but those tools do not replace Client’s independent legal, safety, regulatory, supervisory, or professional obligations.
Client shall not represent to any third party that Build Safe has certified Client’s compliance, approved Client’s safety program, inspected Client’s workplace, guaranteed OSHA compliance, or assumed Client’s safety obligations unless Build Safe has expressly agreed to that in a separate written agreement signed by Build Safe.
9. No Guarantee of Compliance, Safety Outcome, or Accident Prevention
Build Safe does not guarantee that use of the platform will:
a. prevent accidents, injuries, illnesses, fatalities, property damage, citations, fines, claims, lawsuits, insurance losses, project delays, or regulatory enforcement;
b. make Client compliant with OSHA, EM 385-1-1, EPA, DOT, state, local, contractual, project-specific, or owner-specific requirements;
c. identify every hazard, deficiency, missing training item, regulatory issue, or unsafe condition;
d. produce complete, current, or accurate legal or regulatory analysis;
e. satisfy the requirements of any general contractor, owner, insurer, government agency, or authority having jurisdiction; or
f. replace professional judgment, jobsite supervision, competent-person review, or legal review.
The platform is a compliance-support and safety-management tool only.
10. AI Features; Use at Client’s Own Risk
The Build Safe platform may include optional or integrated artificial intelligence, machine learning, natural language, document generation, image generation, summarization, safety-chat, course-generation, form-generation, training-generation, document-analysis, or other AI-assisted features (“AI Features”).
Client understands and agrees that use of all AI Features is at Client’s own risk.
AI Features may produce content that is inaccurate, incomplete, outdated, misleading, biased, inappropriate, unsafe, noncompliant, or unsuitable for Client’s intended use.
AI Features may misunderstand prompts, source documents, regulations, project facts, site conditions, user intent, images, files, forms, or safety requirements.
AI Features may generate information that appears confident, authoritative, or well-written even when it is wrong.
AI Features may omit important warnings, cite incorrect sources, misinterpret OSHA standards, provide incomplete procedures, generate incorrect training material, produce unsuitable quiz answers, create inaccurate inspection language, or make recommendations that are not appropriate for Client’s jobsite, trade, state, project, workforce, equipment, or scope of work.
Client is solely responsible for reviewing, verifying, correcting, approving, rejecting, and controlling all AI-generated or AI-assisted content before relying on it, publishing it, distributing it, training workers with it, submitting it, storing it as an official record, using it for compliance purposes, or implementing it in the field.
Client shall not rely on AI output as the sole source of truth.
Client shall ensure that any AI-generated content related to safety, compliance, OSHA, EM 385-1-1, training, inspections, incident investigations, SDS information, equipment inspections, hazard controls, job hazard analyses, activity hazard analyses, toolbox talks, disciplinary action, legal obligations, medical issues, environmental requirements, or regulatory matters is reviewed by a competent and qualified human reviewer before use.
Client assumes all risk arising from Client’s use, modification, publication, distribution, or reliance on AI-generated content.
Build Safe is not liable for any claim, loss, citation, penalty, injury, death, property damage, project delay, training deficiency, regulatory violation, or other harm arising from or related to Client’s use of, reliance on, failure to verify, or failure to correct AI-generated or AI-assisted content.
11. AI Inputs; Sensitive Information
Client is responsible for all information, documents, prompts, files, images, data, questions, instructions, and other content submitted to AI Features (“AI Inputs”).
Client shall not submit information to AI Features unless Client has the legal right and authority to do so.
Client should avoid submitting unnecessary sensitive personal information, confidential third-party information, protected medical information, trade secrets, privileged legal information, government-restricted information, export-controlled information, or highly sensitive information into AI Features unless Client has determined that such submission is lawful, necessary, authorized, and appropriate.
Client understands that AI Inputs may be transmitted to third-party AI providers, hosting providers, cloud providers, software providers, or subprocessors used by Build Safe to provide the AI Features.
Client authorizes Build Safe to process AI Inputs and AI Outputs as reasonably necessary to provide, secure, troubleshoot, maintain, and improve the Build Safe platform, subject to this Agreement and Build Safe’s applicable privacy and data practices.
12. AI Output Ownership and Responsibility
As between Build Safe and Client, and subject to applicable law, third-party rights, and this Agreement, Client may use AI-generated output produced through Client’s authorized use of the platform for Client’s internal business purposes.
Client is solely responsible for determining whether AI output is accurate, original, non-infringing, safe, compliant, appropriate, and suitable for Client’s use.
Build Safe does not represent or warrant that AI output is protectable by copyright, free from third-party claims, unique to Client, confidential, or suitable for public distribution.
Similar or identical AI output may be generated for other users.
Client is responsible for making any required disclosures regarding AI-generated content.
13. AI Credits, Usage Limits, and Availability
If Client’s subscription includes AI credits, AI usage limits, monthly AI allowances, or other usage-based AI access, those limits will be described in the applicable Order Form, invoice, subscription plan, or platform settings.
Unless otherwise stated in writing:
a. AI credits or allowances are measured and administered by Build Safe’s systems;
b. unused AI credits do not roll over;
c. monthly AI credits reset at the beginning of the next monthly usage period;
d. AI access may be limited, slowed, disabled, or suspended when credits are exhausted;
e. additional AI credits may require additional payment; and
f. Build Safe may modify AI credit calculations, AI models, AI providers, rate limits, or AI availability as needed to manage cost, performance, security, legal risk, or platform reliability.
Build Safe is not responsible for Client’s inability to use AI Features after Client has exhausted available AI credits or usage limits.
14. Third-Party Services and Integrations
The platform may rely on or integrate with third-party services, including hosting providers, cloud storage providers, AI model providers, email services, PDF tools, mapping services, weather services, data providers, payment processors, analytics tools, or other third-party systems.
Build Safe is not responsible for third-party service outages, errors, pricing changes, discontinuation, API changes, data inaccuracies, service restrictions, or acts or omissions of third-party providers.
Client’s use of third-party services may be subject to separate third-party terms, policies, and fees.
Build Safe may replace, modify, remove, or discontinue third-party integrations if Build Safe determines that doing so is necessary or appropriate.
15. Client Data
“Client Data” means documents, files, forms, records, employee information, training records, project information, inspection data, incident data, SDS information, OSHA log information, user content, prompts, uploaded materials, and other data submitted to or stored in the platform by or on behalf of Client.
As between Build Safe and Client, Client owns Client Data.
Client grants Build Safe a limited right to host, store, copy, transmit, display, process, analyze, back up, secure, and otherwise use Client Data as reasonably necessary to provide, support, maintain, secure, troubleshoot, and improve the platform and related services.
Client is responsible for the accuracy, legality, completeness, quality, and appropriateness of Client Data.
Client is responsible for obtaining all notices, consents, authorizations, and rights necessary for Build Safe to process Client Data under this Agreement.
16. Data Accuracy and Recordkeeping
Client is solely responsible for ensuring that all records maintained in the platform are accurate, complete, timely, and legally sufficient.
This includes, without limitation:
a. employee records;
b. training assignments;
c. training completions;
d. inspection records;
e. incident reports;
f. OSHA logs;
g. SDS records;
h. equipment records;
i. safety forms;
j. project records;
k. corrective actions;
l. signatures; and
m. exported reports.
Build Safe does not guarantee that records stored in or generated by the platform satisfy any specific legal, contractual, evidentiary, regulatory, insurance, litigation, or audit requirement.
Client should export and retain copies of important records as part of Client’s own records-retention practices.
17. Privacy and Personal Information
Client may submit personal information relating to employees, contractors, workers, managers, supervisors, trainees, injured persons, witnesses, emergency contacts, or other individuals.
Client is responsible for complying with all privacy, employment, medical, biometric, data-security, recordkeeping, and notice laws that apply to Client’s collection, use, disclosure, storage, and submission of personal information.
Client shall not submit personal information to the platform unless Client has a lawful basis and all required rights, notices, and consents.
Build Safe will use commercially reasonable efforts to protect Client Data, but no software platform, hosting environment, transmission method, or security system can be guaranteed to be completely secure.
Client is responsible for reviewing whether the platform is suitable for the types of information Client chooses to store in it.
18. Confidentiality
“Confidential Information” means non-public information disclosed by one Party to the other that reasonably should be understood to be confidential, including business information, pricing, technical information, software, security information, Client Data, trade secrets, login credentials, project information, safety records, employee information, and proprietary materials.
Each Party shall use the other Party’s Confidential Information only to perform under this Agreement.
Each Party shall protect the other Party’s Confidential Information using reasonable care and at least the same degree of care it uses to protect its own similar confidential information.
Confidential Information does not include information that:
a. is or becomes public through no fault of the receiving Party;
b. was already known by the receiving Party without confidentiality restrictions;
c. is independently developed without use of the disclosing Party’s Confidential Information; or
d. is lawfully received from a third party without confidentiality restrictions.
A Party may disclose Confidential Information if required by law, subpoena, court order, or government request, provided that the receiving Party gives prompt notice when legally permitted and reasonably cooperates with efforts to limit disclosure.
19. Security
Build Safe will use commercially reasonable administrative, technical, and organizational measures designed to protect the platform and Client Data.
Client acknowledges that security also depends on Client’s own practices, including password security, user management, device security, email security, access permissions, internal controls, and employee training.
Client is responsible for:
a. using strong passwords;
b. controlling administrator access;
c. removing inactive users;
d. monitoring account activity;
e. protecting devices used to access the platform;
f. avoiding credential sharing; and
g. promptly reporting suspected unauthorized access.
Build Safe is not responsible for security incidents caused by Client’s systems, users, devices, email accounts, weak passwords, shared credentials, compromised accounts, or failure to follow reasonable security practices.
20. Backups and Data Recovery
Build Safe may maintain backups or snapshots of the platform for disaster recovery, operational continuity, or security purposes.
Backups are not a substitute for Client’s own records-retention, export, or backup obligations.
Build Safe does not guarantee that any specific Client Data can be recovered after deletion, corruption, expiration, account termination, user error, malicious activity, third-party failure, or system failure.
Client should regularly export and retain copies of critical records.
21. Support, Maintenance, and Updates
Build Safe may provide support, updates, bug fixes, enhancements, patches, or maintenance as determined by Build Safe.
Unless a separate written service-level agreement applies, Build Safe does not guarantee any specific response time, resolution time, uptime percentage, feature availability, or support availability.
Build Safe may modify, update, improve, replace, remove, or discontinue features from time to time.
Build Safe will use reasonable efforts to avoid material disruption, but maintenance, updates, outages, hosting issues, security events, third-party service interruptions, and emergency changes may occur.
Client agrees that the platform may change over time.
22. Implementation and Setup Services
If Build Safe provides onboarding, setup, configuration, migration, training, consulting, customization, data import, document import, form setup, user setup, or similar services, those services will be described in an Order Form or other written scope.
Client is responsible for providing timely access, information, data, personnel, approvals, and cooperation necessary for Build Safe to perform implementation or setup services.
Delays caused by Client may delay implementation and do not extend the subscription term unless Build Safe agrees in writing.
Unless expressly stated in writing, implementation services do not include legal review, compliance certification, professional safety consulting, custom software development, field inspections, OSHA representation, or project-specific safety management.
23. Fees and Payment
Client shall pay all fees stated in the applicable Order Form or invoice.
Unless otherwise stated in writing:
a. subscription fees are prepaid annually;
b. setup fees are due before setup begins;
c. invoices are due upon receipt;
d. fees are non-refundable;
e. Client is responsible for all taxes, duties, assessments, or governmental charges other than taxes based on Build Safe’s income; and
f. payment obligations are not contingent on Client’s level of use, business results, safety results, project status, or Client’s receipt of payment from any third party.
Build Safe may suspend access for nonpayment after providing reasonable notice.
Client shall reimburse Build Safe for reasonable collection costs, chargeback fees, attorney fees, and expenses incurred in collecting overdue amounts to the extent permitted by law.
24. Taxes
Fees do not include taxes unless expressly stated.
Client is responsible for all sales, use, value-added, excise, withholding, and similar taxes associated with Client’s subscription or services, except taxes based on Build Safe’s net income.
If Build Safe is required to collect or pay taxes on Client’s behalf, Build Safe may invoice Client for those taxes.
25. Intellectual Property
Build Safe and its licensors retain all rights, title, and interest in and to the Build Safe platform, software, code, templates, designs, workflows, modules, documentation, know-how, processes, user interface, databases, training structures, system architecture, forms, automation, AI workflow design, and all related intellectual property.
Client receives only the limited access rights expressly granted in this Agreement.
No rights are granted by implication.
Client shall not remove proprietary notices, copy the platform, create derivative works from the platform, or use Build Safe intellectual property except as permitted by this Agreement.
26. Client Content and Feedback
Client retains ownership of Client Data and materials Client uploads to the platform.
If Client provides suggestions, ideas, feature requests, corrections, improvements, or other feedback to Build Safe, Client grants Build Safe a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation.
Build Safe may use feedback to improve, modify, market, or develop products and services.
27. Publicity
Build Safe may identify Client as a customer in customer lists, proposals, presentations, websites, marketing materials, or similar materials unless Client gives Build Safe written notice that Client does not consent to such use.
Build Safe shall not disclose Client’s confidential safety records, employee records, incident records, or private project documents in marketing materials without Client’s written consent.
28. Suspension
Build Safe may suspend or restrict access to the platform immediately if:
a. Client fails to pay amounts due;
b. Client violates this Agreement;
c. Client’s use creates a security risk;
d. Client’s use may harm Build Safe, the platform, another customer, or a third party;
e. Client uses the platform unlawfully or abusively;
f. Client exceeds applicable usage limits;
g. a third-party service provider requires suspension;
h. Build Safe reasonably believes suspension is necessary to protect data, systems, or users; or
i. Client’s subscription term has expired.
Suspension does not relieve Client of payment obligations.
29. Termination
Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure the breach within thirty days after receiving written notice describing the breach.
Build Safe may terminate this Agreement immediately if Client:
a. fails to pay fees when due and does not cure after notice;
b. violates the acceptable use restrictions;
c. infringes or misuses Build Safe intellectual property;
d. creates a security, legal, regulatory, or reputational risk;
e. uses the platform for unlawful purposes;
f. becomes insolvent, bankrupt, or ceases operations; or
g. repeatedly violates this Agreement.
Client may stop using the platform at any time, but stopping use does not terminate payment obligations or create a refund right.
30. Effect of Expiration or Termination
Upon expiration or termination:
a. Client’s right to access and use the platform ends;
b. Build Safe may disable Client’s account, users, site, or subdomain;
c. Client remains responsible for all amounts owed;
d. Client must stop using Build Safe intellectual property; and
e. sections intended to survive will continue in effect.
Build Safe may provide Client with a reasonable opportunity to export Client Data after expiration or termination if Client requests export within thirty days after the subscription ends and all amounts due are paid.
After that period, Build Safe may delete, archive, anonymize, or retain Client Data according to its standard practices, legal obligations, backup procedures, and technical limitations.
Build Safe is not responsible for Client’s failure to export data before termination or expiration.
31. Disclaimers
THE PLATFORM, AI FEATURES, CONTENT, TEMPLATES, FORMS, REPORTS, TRAINING TOOLS, DOCUMENTS, OUTPUTS, SUPPORT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE MAXIMUM EXTENT PERMITTED BY LAW.
BUILD SAFE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPLIANCE, SAFETY OUTCOME, AND ERROR-FREE OPERATION.
BUILD SAFE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, CURRENT, COMPLETE, OR FREE FROM HARMFUL COMPONENTS.
BUILD SAFE DOES NOT WARRANT THAT ANY AI OUTPUT, TEMPLATE, FORM, TRAINING MATERIAL, OSHA REFERENCE, SAFETY RECOMMENDATION, REPORT, INSPECTION ITEM, OR DOCUMENT GENERATED THROUGH THE PLATFORM IS ACCURATE, COMPLETE, CURRENT, COMPLIANT, OR APPROPRIATE FOR CLIENT’S USE.
CLIENT IS RESPONSIBLE FOR INDEPENDENT REVIEW, VERIFICATION, CORRECTION, AND APPROVAL OF ALL CONTENT BEFORE USE.
32. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUILD SAFE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, PROJECT DELAY, REPUTATIONAL HARM, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, REGULATORY PENALTIES, OSHA CITATIONS, INSURANCE LOSSES, PERSONAL INJURY CLAIMS, PROPERTY DAMAGE CLAIMS, OR THIRD-PARTY CLAIMS, EVEN IF BUILD SAFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUILD SAFE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO BUILD SAFE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE.
CLIENT ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT BUILD SAFE WOULD NOT PROVIDE THE PLATFORM WITHOUT THESE LIMITATIONS.
33. Client Indemnification
Client shall defend, indemnify, and hold harmless Build Safe, its owners, officers, directors, employees, contractors, representatives, affiliates, licensors, and service providers from and against any claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorney fees, arising out of or related to:
a. Client’s use of the platform;
b. Client Data;
c. Client’s use of or reliance on AI Features or AI output;
d. Client’s failure to verify, correct, or approve AI-generated content;
e. Client’s safety program, workplace, jobsites, employees, contractors, or projects;
f. any accident, injury, illness, fatality, property damage, citation, penalty, or regulatory action involving Client;
g. Client’s violation of law, regulation, contract, or third-party rights;
h. Client’s breach of this Agreement;
i. Client’s unauthorized disclosure or misuse of confidential or personal information;
j. Client’s failure to obtain required consents or rights;
k. content, documents, forms, records, or training materials created, uploaded, modified, distributed, or used by Client; or
l. acts or omissions of Client’s employees, contractors, users, representatives, or agents.
Build Safe shall provide Client with reasonable notice of any indemnified claim and reasonable cooperation at Client’s expense.
Build Safe may participate in the defense with counsel of its choice at its own expense.
Client may not settle any claim in a manner that admits fault by Build Safe, imposes obligations on Build Safe, or affects Build Safe’s rights without Build Safe’s written consent.
34. Build Safe Indemnification
Build Safe shall defend Client against a third-party claim alleging that the Build Safe platform, as provided by Build Safe and used by Client in accordance with this Agreement, directly infringes a United States copyright, trademark, or trade secret.
Build Safe’s obligation does not apply to claims arising from:
a. Client Data;
b. Client’s modifications;
c. Client’s combination of the platform with other systems, content, or services;
d. AI output;
e. third-party services;
f. open-source software;
g. Client’s breach of this Agreement;
h. use after Build Safe instructs Client to stop using the allegedly infringing feature; or
i. use outside the scope of this Agreement.
If the platform becomes or is likely to become subject to an infringement claim, Build Safe may, at its option:
a. obtain the right for Client to continue using the platform;
b. modify the platform to avoid infringement;
c. replace the affected feature; or
d. terminate the affected subscription and provide a prorated refund of prepaid unused subscription fees for the affected portion of the platform.
This section states Build Safe’s entire liability and Client’s exclusive remedy for intellectual property infringement claims.
35. Insurance
Client is responsible for maintaining insurance appropriate for Client’s business, including, as applicable, workers’ compensation, general liability, professional liability, cyber liability, automobile liability, umbrella liability, and other coverage required by law, contract, or prudent business practice.
Build Safe does not provide insurance coverage for Client and does not assume Client’s insured or uninsured risks.
36. Independent Contractors
The Parties are independent contractors.
Nothing in this Agreement creates a partnership, joint venture, employment relationship, agency relationship, fiduciary relationship, or franchise relationship.
Neither Party has authority to bind the other except as expressly stated in this Agreement.
37. Assignment
Client may not assign, transfer, delegate, or sublicense this Agreement or any rights under it without Build Safe’s prior written consent.
Any attempted assignment in violation of this section is void.
Build Safe may assign this Agreement to an affiliate, successor, purchaser, acquiring entity, or in connection with a merger, acquisition, reorganization, sale of assets, financing, or transfer of the Build Safe business.
38. Force Majeure
Neither Party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of God, war, terrorism, labor disputes, government action, power failures, internet failures, hosting failures, cyberattacks, supply-chain disruptions, third-party service outages, epidemics, pandemics, civil unrest, or other events beyond reasonable control.
Payment obligations are not excused by force majeure.
39. Notices
Notices under this Agreement must be in writing and delivered by personal delivery, certified mail, recognized overnight courier, or email to the addresses stated below or any updated address provided by a Party.
Notices to Build Safe: Build Safe Ltd.
Address: [Build Safe Address]
Email: [Build Safe Email]
Attention: {Build Safe Representative]
Notices to Client:
[Client Legal Name]
Address: [Client Address]
Email: [Client Notice Email]
Attention: [Name/Title]
Email notices are effective when sent unless the sender receives an automated failure or bounce-back message.
40. Governing Law and Venue
This Agreement shall be governed by the laws of the State of Colorado, without regard to conflict-of-law principles.
The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Denver, Colorado for any dispute arising out of or related to this Agreement, unless the Parties agree in writing to arbitration or another dispute process.
41. Attorney Fees
In any action, arbitration, collection matter, or proceeding arising out of or related to this Agreement, the prevailing Party is entitled to recover its reasonable attorney fees, court costs, expert fees, and collection costs to the extent permitted by law.
42. Injunctive Relief
Client acknowledges that unauthorized use, disclosure, copying, reverse engineering, or misuse of the platform, Build Safe intellectual property, confidential information, or security systems may cause irreparable harm.
Build Safe may seek injunctive or equitable relief without posting bond and without limiting any other rights or remedies.
43. Export and Legal Compliance
Client shall comply with all laws and regulations applicable to Client’s use of the platform.
Client shall not use the platform in violation of export-control laws, sanctions laws, data-protection laws, employment laws, safety laws, or other applicable legal requirements.
44. Modifications to Agreement
Build Safe may update this Agreement for future subscription terms by providing the updated terms with a renewal quote, renewal invoice, online notice, or other written notice.
Changes will apply to the next renewal term unless Client and Build Safe expressly agree otherwise.
Changes to this Agreement during an active prepaid term require written agreement by both Parties, except that Build Safe may update platform policies, security requirements, acceptable use rules, feature documentation, AI usage rules, or third-party service terms as reasonably necessary to operate, secure, or maintain the platform.
45. Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent as closely as possible.
46. Waiver
A Party’s failure to enforce any provision of this Agreement does not waive that provision or any other provision.
A waiver must be in writing and signed by the Party granting the waiver.
47. Entire Agreement
This Agreement, together with all applicable Order Forms, exhibits, addenda, and incorporated policies, constitutes the entire agreement between the Parties regarding the subject matter of this Agreement.
This Agreement supersedes all prior or contemporaneous agreements, proposals, discussions, representations, marketing materials, emails, and understandings regarding the subject matter.
Client acknowledges that it has not relied on any promise, statement, representation, guarantee, or warranty not expressly stated in this Agreement.
48. Order of Precedence
If there is a conflict among documents, the following order controls:
a. a signed amendment to this Agreement;
b. the applicable Order Form, but only for commercial terms and only where it expressly modifies this Agreement;
c. this Agreement;
d. exhibits or addenda; and
e. platform documentation or policies.
49. Counterparts and Electronic Signatures
This Agreement may be signed in counterparts.
Electronic signatures, scanned signatures, PDF signatures, and signatures through electronic-signature platforms are valid and binding.
50. Survival
The following sections survive expiration or termination: payment obligations, Client responsibilities, AI risk provisions, disclaimers, limitation of liability, indemnification, confidentiality, intellectual property, data export and deletion terms, governing law, venue, attorney fees, and any other provisions that by their nature should survive.