End User License Agreement

This End User License Agreement (the “EULA”) is a legal agreement between you (either an individual or an organization, “you”) and Leads 2 Build(“Leads 2 Build,” “we,” “us”) for the Leads 2 Build software-as-a-service platform and any related desktop, mobile, web, or API components (collectively, the “Software”).

By installing, accessing, or using the Software, you agree to be bound by this EULA. If you do not agree, you may not use the Software.

This EULA is read together with our Terms of Service and Privacy Policy. If there is any conflict between this EULA and the Terms of Service or Privacy Policy, this EULA controls with respect to your license to use the Software; the other documents control with respect to their subject matter.

Subject to your compliance with this EULA and the Terms of Service, including payment of all applicable subscription fees, Leads 2 Build grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software during your subscription term, solely for your internal business purposes.

The Software is licensed, not sold. We retain all right, title, and interest in and to the Software, including all intellectual property rights. No rights are granted to you other than as expressly stated in this EULA.

You may not, and you may not permit any third party to:

• Copy, modify, translate, adapt, or create derivative works of the Software.
• Sell, lease, license, sublicense, distribute, or otherwise transfer the Software, or any access to it, to any third party.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the limited extent applicable law expressly permits despite this limitation.
• Remove, obscure, or alter any copyright, trademark, or other proprietary notice on or in the Software.
• Use the Software to build a competing product or service.
• Use the Software for benchmarking or comparative analysis intended for publication without our prior written consent.
• Use the Software in violation of any applicable law or third-party right.
• Circumvent or attempt to circumvent any access controls or usage limits.
• Allow unauthorized users to access the Software through your account.

4.1 General

The Software integrates with third-party services. Some are accounts that you maintain and choose to connect — for example, QuickBooks Online (Intuit) and SmartBuild — and your use of those services is governed by each service’s own terms and privacy policy, in addition to this EULA. Others, such as GoHighLevel, are operated by us in the background to provide the Service on your behalf; you are not required to have, and are not asked to provide, your own account with those background services.

4.2 QuickBooks Online — specific terms

The following terms apply if and when you connect your QuickBooks Online account to the Software:

• You authorize the Software to access, read, write, and modify QuickBooks data on your behalf solely to provide the Software’s described features.
• You will not use the Software to access or process QuickBooks data for any purpose other than the features described in our published documentation.
• You will not, and you will not permit any third party to, sell, share, or otherwise re-disclose QuickBooks data accessed through the Software.
• You will not use QuickBooks data accessed through the Software to train artificial intelligence or machine-learning models.
• You will not attempt to derive payment card numbers, government-issued identifiers, or other sensitive identifiers from QuickBooks data accessed through the Software.
• You may disconnect QuickBooks at any time. Upon disconnect, the Software will revoke its tokens with Intuit and delete stored tokens within 24 hours.
• You acknowledge that some features depend on QuickBooks plan tiers (for example, Class tracking and the native ChangeOrder entity require QuickBooks Plus or higher). If your plan does not support a feature, the Software will inform you and (where possible) provide a graceful alternative.
• You will comply with Intuit’s applicable terms of service when using the Software to interact with QuickBooks.
• You are responsible for maintaining your QuickBooks Online account and the credentials and permissions the integration requires. We are not responsible for QuickBooks data that becomes unavailable because the connection is revoked, expires, or your plan changes.

4.3 GoHighLevel — specific terms

GoHighLevel is a background service we use to deliver CRM, SMS, and email functionality on your behalf. You are not required to maintain your own GoHighLevel account; where one is used, it is provisioned and managed by us as part of the Service.

• You authorize the Software to send and receive data through GoHighLevel on your behalf.
• You will not use the Software through GoHighLevel to send SMS or email communications in violation of the Telephone Consumer Protection Act (TCPA), CAN-SPAM, A2P 10DLC registration requirements, or any other applicable law.
• You will obtain all consents required by law before sending marketing SMS or email through the Software, including A2P 10DLC opt-in records, and you will honor all opt-out requests.
• You will not transmit SMS content involving sex, hate, alcohol, firearms, or tobacco (SHAFT) without obtaining the explicit additional consent and carrier approval required for that content.

4.4 SmartBuild — specific terms

SmartBuild is a separate service that you maintain your own account with. When you connect your SmartBuild account, you authorize the Software to connect to it and to access, read, and retrieve (pull) your SmartBuild data on your behalf — including job specifications, material lists, labor hours, markup, and pricing — for the purpose of generating estimates, change orders, and material lists. The Software reads but does not modify your SmartBuild data. You are responsible for maintaining your SmartBuild account and the credentials and permissions the integration requires, and you represent and warrant that you have the right to access the SmartBuild data you direct the Software to read. We are not responsible for SmartBuild data that becomes unavailable because the connection is revoked or expires, or because of changes the SmartBuild operator makes.

You retain ownership of all data you upload to or generate through the Software (“Customer Data”). You grant Leads 2 Build a limited, non-exclusive license to host, process, transmit, store, display, and adapt Customer Data solely as needed to provide the Software during your subscription term, including transmitting Customer Data to integrated services you have connected.

You are solely responsible for the accuracy, quality, and legality of Customer Data, the means by which you acquired Customer Data, and your right to make Customer Data available to the Software.

We do not access, use, or disclose Customer Data except as needed to provide the Software, to enforce this EULA, or as required by law.

We may update the Software from time to time, including by adding features, changing existing features, fixing bugs, or removing features. Updates will be deployed automatically; you are not required to take any action to receive updates.

We may discontinue the Software or any part of it at any time. If we discontinue material features for which you have prepaid, we will refund the unused portion of your fees as the sole remedy under this EULA for the discontinuation.

Access to the Software is provided on a month-to-month subscription basis with no minimum commitment. Subscription pricing, billing cycle, refund policy, and cancellation are governed by Section 3 of our Terms of Service.

You may terminate this EULA at any time by cancelling your subscription from Settings → Billing. We may terminate this EULA immediately on notice to you if you materially breach this EULA or the Terms of Service and (where curable) fail to cure within ten (10) days of our notice.

On termination of this EULA: (a) your license to use the Software ends immediately; (b) you must stop using the Software; and (c) we will handle Customer Data per the retention and deletion provisions of our Privacy Policy. Sections that by their nature should survive termination (including Sections 9 through 15) survive.

The Software is provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, we disclaim all warranties, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment.

We do not warrant that the Software will be uninterrupted, error-free, secure, or free of viruses. We do not warrant that any information generated by or accessed through the Software (including estimates, invoices, change orders, financial summaries, and reports synced to or from third-party services) will be accurate, complete, or fit for your use.

The Software is not a substitute for professional accounting, tax, legal, or financial advice. You are responsible for the accuracy of financial information you submit to your accountant, your customers, or any taxing authority.

To the maximum extent permitted by law, in no event will Leads 2 Build, its officers, directors, employees, affiliates, agents, suppliers, or licensors be liable for: (a) any indirect, incidental, special, consequential, exemplary, or punitive damages; or (b) any loss of profits, revenues, business, data, or goodwill, even if advised of the possibility of such damages.

Our total cumulative liability arising out of or related to the Software or this EULA will not exceed the greater of (i) the fees you paid us in the 12 months immediately before the event giving rise to the claim, or (ii) one hundred US dollars ($100).

The limitations in this section apply to the maximum extent permitted by law. Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages, so some of the above may not apply to you; in that case, our liability will be limited to the maximum extent permitted by law.

11.1 By you, of Leads 2 Build

You agree to defend, indemnify, and hold harmless Leads 2 Build and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with: (a) your use of the Software in violation of this EULA, the Terms of Service, or any applicable law; (b) Customer Data; (c) your violation of any third party’s right; or (d) any dispute between you and a third party, including any of your customers.

11.2 By you, of Intuit

You agree to defend, indemnify, and hold harmless Intuit Inc. and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with: (a) your unlawful use of the Software to interact with Intuit products or QuickBooks data; (b) your violation of Intuit’s terms of service or developer agreements; or (c) your misuse of QuickBooks data accessed through the Software.

You will comply with all applicable laws, rules, and regulations in your use of the Software, including (without limitation) Canadian export-control laws (such as the Export and Import Permits Act and the Special Economic Measures Act), United States export-control laws and regulations of the Office of Foreign Assets Control (OFAC) where applicable, and any anti-money-laundering laws applicable to you. You represent that you are not located in, organized in, or a resident of any country or territory subject to comprehensive US sanctions, and that you are not on any US government list of restricted parties.

Each party may have access to non-public information of the other party (“Confidential Information”). The receiving party will protect the disclosing party’s Confidential Information with the same care it uses for its own confidential information (and no less than reasonable care), and will use Confidential Information only as needed to exercise rights or perform obligations under this EULA. Customer Data is your Confidential Information.

This EULA is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia. Dispute resolution is governed by Section 14 of our Terms of Service, incorporated here by reference.

• Entire agreement. This EULA, together with the Terms of Service and Privacy Policy, is the entire agreement between you and Leads 2 Build regarding the Software, and supersedes any prior or contemporaneous agreement on the same subject.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving its intent.
• Waiver. A waiver of any breach is not a waiver of any other or later breach.
• Assignment. You may not assign this EULA without our prior written consent. We may assign this EULA in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets.
• Notices. We may give you notices by email to the address on file or by posting in the Software. You may give us notices by email to legal@leads2build.com.
• Government end users. If you are a US government end user, the Software is a “commercial item” as defined in FAR 2.101 and is licensed to you with only the rights granted to commercial customers under this EULA.
• Force majeure. We are not liable for any failure or delay caused by an event beyond our reasonable control.

Leads 2 Build
154 Bridlewood Drive SW, Calgary, Alberta, Canada
Email: legal@leads2build.com