Terms of Service

1. Access and Retention

In order to access and retain this electronic Agreement, you must have access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.

2. Services

BuildNIX operates an online marketplace platform through which clients may post projects and engage independent freelancers to perform services, and through which freelancers may offer and perform services for clients. At the time of initial registration, you will designate your account type as either a client account or a freelancer account. All registrations are subject to formal acceptance by BuildNIX. BuildNIX reserves the right to refuse to provide you with access to the Service for any reason. You may order additional services or features at any time, provided that you agree to pay the then-current fees for such additional services. All services provided are subject to availability and to all of the terms and conditions of this Agreement.

3. Revisions to Agreement

From time to time, BuildNIX may revise this Agreement. We reserve the right to do so, and you agree that we have this unilateral right. You agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting. The updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect.

4. Subscribing Entity

If you are using or opening an account to use the Websites on behalf of a company, entity, or organization (collectively, a "Subscribing Entity"), then you represent and warrant that you:

1. are an authorized representative of that Subscribing Entity with the authority to bind such entity to this Terms of Service and agree to be bound by this Terms of Service on behalf of such Subscribing Entity;
2. You have read and understand this Terms of Service; and
3. You agree to this Terms of Service on behalf of the Subscribing Entity.

Any illegal and/or unauthorized uses of the Websites, including but not limited to collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Websites, will be investigated and appropriate legal action will be taken, including without limitation, civil, criminal and injunctive redress.

5. Account Security

You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify BuildNIX of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. BuildNIX will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have linked your account to your BuildNIX account. You agree that you are responsible for any actions performed under your account.

6. Rules of Behavior

You are solely responsible for your own communications and the consequences of posting those communications. BuildNIX does not represent or guarantee the truthfulness, accuracy, or reliability of any communications posted by other users, or endorse any opinions expressed by users. You acknowledge that any reliance on material posted by other users will be at your own risk.

As a condition of your use of the Service, and without limiting your other obligations under this Agreement, you agree to comply with the following restrictions and rules of use. You agree that you will not, and will not allow any third party to, use the Service in a manner that violates any applicable law, regulation, this Agreement, or the guidelines set forth below:

• You must not abuse, defame, harass, stalk, threaten, intimidate, or otherwise violate the legal rights of others.
• You must not violate the privacy or publicity rights of others.
• You must not upload, post or link to any material that is inappropriate, defamatory, infringing, obscene, vulgar, libelous, racially or ethnically hateful, objectionable, or unlawful (or promote or provide instructional information about illegal activities or communications that could reasonably cause damage, loss, harm, or injury to any individual or group).
• You must not post, upload or link to (a) anything that promotes or distributes pyramid schemes or chain letters, or (b) other disruptive, illegal or immoral communications of any kind.
• You must not post, upload or link to anything that could potentially exploit or harm children by exposing them to inappropriate Content, asking for personally identifiable details or information, or otherwise exposing them to materials or information which in any way could cause damage, injury, or harm of any kind.
• You must not post, upload or link to anything that harvests or otherwise collects information about other users, including without limitation addresses, phone numbers, e-mail addresses, and/or health or financial information of any kind, without the users' prior express consent in each instance.
• You must not upload or post anything that infringes any patent, trademark, copyright, trade secret or other intellectual property or other legal right of a third party without prior written permission from the third party in each instance, which written permission you agree to disclose to us at any time on our request (subject to all applicable laws). You must not intentionally download any material that you know or should reasonably know cannot be distributed legally.
• You must not impersonate another person, group of people, or entity at any times, which includes not using anyone else's username or password.
• You must not use the BuildNIX Service for any illegal, immoral, or unauthorized purpose.
• You may not, under any circumstances, reverse engineer, decompile, disassemble, hack, port, or otherwise attempt to discover the source code to the Services.
• You must abide by all applicable Federal, State and local laws. If you are outside the United States, you must comply with all local laws as well with respect to your online conduct and acceptable Content including without limitation the exportation of data to the United States or to your country or residence.
• You cannot modify, edit, or delete any Content and communications of the BuildNIX site and/or of other individuals other than your own Content.
• You must not transmit any viruses, worms, defects, Trojan Horses or any items and/or computer code, files or programs of a destructive nature and/or otherwise designed to interrupt or limit the functionality of any computer software or hardware or telecommunications device.
• You must not transmit or allow access or distribution of any spiders, robots or other information gathering computer programs or routines or their equivalents on or in the Service.
• You must not interfere with or disrupt the Service or servers or networks connected with the Service or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
• You cannot create member accounts under any false or fraudulent pretenses (including by automated means).
• You must not state or imply that any of your submitted and or posted Content is endorsed by BuildNIX or any affiliate thereof.
• You must not retrieve, store or collect personal information about any user for any unauthorized purpose, and may not retrieve, store, or collect personal information about any user for any valid purpose without such user's prior written consent in each instance (and acknowledgment that they are at least 18 years of age).
• You must not engage in any "spamming" of any kind, including without limitation ad spamming.
• You cannot use the BuildNIX name or trademarks or related trade names, which you acknowledge here to be valid, subsisting and enforceable without impediment, and you will not expressly or by implication create the false or misleading impression that BuildNIX is associated with, or endorses, or is in any way connected with you, your business, or your Content.
• You must not do anything that disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real-time activities through this website.

7. Payment and Stripe Connect

All payments on the BuildNIX platform are processed through Stripe Connect, a third-party payment processing service provided by Stripe, Inc. By using the Service, you agree to be bound by Stripe's terms of service and privacy policy, in addition to this Agreement. BuildNIX processes payments on behalf of freelancers and is not a bank, money transmitter, or financial institution.

When a client engages a freelancer through the platform, payment for the agreed services is collected by BuildNIX through Stripe Connect at the time of engagement or as otherwise agreed between the parties. BuildNIX may, at its discretion, hold funds in connection with a project until completion milestones are met or until the applicable dispute period has elapsed, as described in Section 13 of this Agreement. BuildNIX reserves the right to charge a platform transaction fee, which will be disclosed at the time of each transaction.

You agree to pay any and all applicable taxes resulting from your use of the Services. BuildNIX is not responsible for any bank fees, card issuer fees, or other charges imposed by your financial institution in connection with your use of the Services.

Failure to make payment when due may result in suspension or termination of access to the Services. For any past due amounts owed to BuildNIX, BuildNIX will charge interest at one and one-half percent (1.5%), or the highest rate allowed by applicable law, whichever is lower, per month of the unpaid amount, until paid. You also agree to pay all attorney and collection fees arising from BuildNIX's efforts to collect any past due amounts.

All fees paid to BuildNIX for platform access or services are non-refundable except as expressly set forth in Section 14 of this Agreement.

8. Freelancer Terms

Individuals or entities registering as freelancers on the BuildNIX platform agree to the following additional terms:

1. You represent and warrant that all information provided in your freelancer profile, including your qualifications, skills, experience, and any licenses or certifications, is true, accurate, and complete. You agree to promptly update your profile if any such information changes.
2. You agree to deliver services to clients in a professional manner and in accordance with any project terms agreed upon with the client.
3. You acknowledge that BuildNIX does not guarantee any minimum volume of work or earnings on the platform.
4. You agree to communicate honestly and in good faith with clients at all times, and to promptly notify a client if you are unable to complete an agreed project.
5. You agree that BuildNIX may, in its sole discretion, remove your profile, withhold funds, or terminate your account if you engage in fraudulent activity, provide materially false information, or otherwise violate this Agreement.

9. Client Terms

Individuals or entities registering as clients on the BuildNIX platform agree to the following additional terms:

1. You agree to provide accurate and complete project descriptions when posting projects or engaging freelancers, and to communicate in good faith with freelancers throughout the engagement.
2. You agree to make payment for services in accordance with the terms agreed upon with the freelancer and as processed through the platform.
3. You acknowledge that BuildNIX does not guarantee the quality, accuracy, timeliness, or suitability of any services provided by freelancers on the platform.
4. You agree not to circumvent the platform by engaging a freelancer found through BuildNIX for projects outside of the platform in a manner that avoids BuildNIX's transaction fees, except as expressly permitted by BuildNIX.

10. Marketplace Intermediary Status

BuildNIX is a marketplace platform and is NOT a party to any agreement or transaction between a client and a freelancer. BuildNIX does not employ freelancers, does not supervise or control the manner in which freelancers perform services, and does not guarantee the performance or outcome of any project conducted through the platform. Any agreement for services is solely between the client and the freelancer. BuildNIX's role is limited to providing the platform infrastructure and payment processing through Stripe Connect.

BuildNIX makes no representations or warranties regarding the qualifications, background, identity, or reliability of any freelancer or client using the platform. Users are encouraged to conduct their own due diligence before entering into any engagement through the platform.

11. Independent Contractor Status

Freelancers using the BuildNIX platform are independent contractors and are not employees, agents, partners, or joint venturers of BuildNIX. BuildNIX is not responsible for withholding or paying any income taxes, payroll taxes, social security, or other similar obligations with respect to payments made to freelancers. Each freelancer is solely responsible for all tax obligations arising from amounts received through the platform. Nothing in this Agreement shall be construed to create an employer-employee relationship between BuildNIX and any freelancer.

12. Escrow and Payment Disbursement

BuildNIX may hold funds paid by a client in connection with a project for a period of time following delivery of services or completion of a project milestone (the "Hold Period"). The Hold Period is intended to allow clients a reasonable opportunity to review deliverables and raise any disputes before funds are disbursed to the freelancer. The length of the Hold Period will be disclosed on the platform at the time of transaction.

Upon expiration of the Hold Period without a dispute being raised, BuildNIX will release funds to the freelancer through Stripe Connect, less any applicable platform fees. If a dispute is raised during the Hold Period, BuildNIX will follow the dispute resolution procedures set forth in Section 13 of this Agreement before releasing any funds.

BuildNIX is not a bank or financial institution and does not hold funds as a fiduciary. Funds held during the Hold Period are not insured by the FDIC or any similar governmental agency. BuildNIX reserves the right to modify the Hold Period upon notice to users.

13. Dispute Resolution Between Users

In the event of a dispute between a client and a freelancer arising from a project conducted through the platform, the parties agree to first attempt to resolve the dispute in good faith by communicating through the platform's messaging system.

If the parties are unable to resolve the dispute within five (5) business days of the dispute being raised, either party may escalate the dispute to BuildNIX by submitting a dispute request through the platform. BuildNIX will review the dispute and may, in its sole discretion, issue a determination regarding the release or refund of any funds held in connection with the project. BuildNIX's determination is final and binding with respect to the release of funds through the platform, but does not constitute a legal judgment and does not prevent either party from pursuing legal remedies outside the platform.

BuildNIX is not obligated to resolve any dispute between users and may, in its sole discretion, decline to make a determination in any dispute. BuildNIX shall not be liable to either party for any determination made in good faith in connection with a user dispute.

14. Refund and Chargeback Policy

Refunds are not automatically available to clients after payment has been made. A client may request a refund only during the Hold Period described in Section 12 and only in accordance with the dispute resolution process described in Section 13. BuildNIX will evaluate refund requests on a case-by-case basis and is not obligated to issue a refund in any particular case.

If a client initiates a chargeback through their card issuer or bank in connection with a transaction processed through the platform, BuildNIX reserves the right to suspend or terminate the client's account pending resolution of the chargeback. The freelancer associated with the disputed transaction acknowledges that funds may be withheld during the pendency of any chargeback investigation. BuildNIX reserves the right to recover from any user any amounts charged back, together with any associated fees imposed by Stripe or other payment processors.

Freelancers agree that BuildNIX may offset any chargeback amounts, fees, or penalties against future disbursements owed to the freelancer. Freelancers further agree to cooperate with BuildNIX and Stripe in connection with any chargeback investigation, including by providing documentation of services rendered.

15. Term and Termination

This Agreement will become effective upon your acceptance of the Agreement by your use of the Websites or the Service and will remain effective unless terminated by either party. Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other party. BuildNIX may also terminate or suspend your access to the Websites and/or the Service at any time, without notice, for conduct that BuildNIX believes violates this Agreement or is harmful to other users of the Websites or the Service, or to the business interests of BuildNIX.

Upon termination of this Agreement by either party, your right to use the Service will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

16. Modifications to Service

BuildNIX reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that BuildNIX shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

17. Blocking

BuildNIX reserves the right to block or restrict access to the Websites and/or the Service from certain IP addresses and unique device identifiers at any time, without notice, for any reason.

18. Content

a. General. As a registered user of the Service, you will have the ability to add, create, upload, submit, distribute, facilitate the distribution of, collect and post content to the Service. Content includes, without limitation, any text, files, images, photos, videos, sounds, musical works, works of authorship, applications, listings, links, creative expression, or other materials that you add, create, upload, submit, distribute, or post to the Websites.

You are solely responsible for all of your Content. The Content created by you must be owned by you or you must have been granted the prior permission to use such Content by its owner. By placing Content on the Service you are providing BuildNIX with a limited, non-exclusive, royalty-free license, for as long as the Content is part of your profile, to publicly display your Content on the platform for the purpose of operating the Service. BuildNIX does not acquire ownership of any Content you post and will not use your Content for promotional purposes without your consent.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Websites or the Service provided by you to BuildNIX are non-confidential and BuildNIX will be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

b. Pre-Screening Content. BuildNIX does not pre-screen Content. BuildNIX reserves the right (but is not obligated) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the Terms of Service or for any other reason.

c. Ownership of Work Product. Ownership of any work product created by a freelancer in connection with a client project shall be determined by the agreement between the client and the freelancer. Unless otherwise agreed in writing between the client and the freelancer, upon full payment of the agreed fee, the client shall own all rights, title, and interest in the work product delivered by the freelancer. BuildNIX claims no ownership interest in any work product created through the platform.

d. Links to Other Websites and/or Materials. As part of the Service, BuildNIX may provide you with convenient links to third party website(s) ("Third Party Sites") as well as content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). These links are provided as a courtesy to Service subscribers. BuildNIX has no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by BuildNIX, and BuildNIX is not responsible for any Third Party Sites accessed through the Websites or any Third Party Applications, Software or Content posted on, available through or installed from the Websites, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content.

Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by BuildNIX. If you decide to leave the Websites and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern.

e. Ownership of Your Content. BuildNIX does not claim any ownership rights in your Content and nothing in these Terms of Service will be deemed to restrict any rights that you may have to use and exploit any such Content. Subject to the foregoing, BuildNIX and its licensors exclusively own all right, title and interest in and to the Websites and Service and Content (excluding your Content), including all associated intellectual property rights. You acknowledge that the Websites, Service and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Websites, Service or Content.

19. Restrictions on Use of Materials

All Intellectual Property, including but not limited to, text, software, photos, video, graphics, music, sound, and the entire contents of the Websites are protected by copyright as a collective work under the copyright laws of the United States and other copyright laws. BuildNIX is the owner of the copyright in the entire Websites. BuildNIX owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Intellectual Property, in whole or in part. You may download copyrighted material for your personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of BuildNIX and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any use of BuildNIX's Intellectual Property, including but not limited to, use of any Intellectual Property in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.

20. Platform Availability

BuildNIX strives to provide maximum availability of the Service. However, the Services are subject to scheduled and unscheduled maintenance, technical issues, and other interruptions during which the Services may not be available. Any interruption or unavailability of the Services resulting from scheduled maintenance, technical failures, or circumstances outside of BuildNIX's reasonable control shall not constitute a breach of this Agreement.

21. Copyright Policy

BuildNIX prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.

Pursuant to Title 17, United States Code, Section 512(c)(2) or for any other claim of copyright infringement, you hereby agree that notifications of claimed copyright infringement be sent by electronic mail to: legal@BuildNIX.com

If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to BuildNIX at the address shown above, giving a written statement that contains:

1. identification of the copyrighted work and/or intellectual property right claimed to have been infringed;
2. identification of the allegedly infringing material on the Site that is requested to be removed;
3. your name, address, and daytime telephone number, and an e-mail address if available;
4. a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law;
5. a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and
6. the signature of the intellectual property right owner or someone authorized on the owner's behalf to assert infringement of the right.

BuildNIX will process any notice of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. 512(c)(3) or other applicable copyright law. U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions.

22. Liability for Content

You hereby acknowledge and agree that BuildNIX (i) stores Content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Websites, and to the extent permissible by law, BuildNIX excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that BuildNIX cannot and does not review the Content created or uploaded by its users, and neither BuildNIX nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Websites for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Service or applicable law.

23. Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, BuildNIX has adopted a policy of terminating, in appropriate circumstances and at BuildNIX's sole discretion, members who are deemed to be repeat infringers. BuildNIX may also at its sole discretion limit access to the Websites and/or the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

24. Registration and Account

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract, which is eighteen (18) years of age in the United States, and are not a person barred from receiving the Services under the laws of the United States or other applicable jurisdiction.

You agree to provide true, accurate, current and complete information as required on the Service's Registration Form. If you provide any information that is untrue, incomplete, not current or inaccurate, BuildNIX has the right to suspend or terminate your account and refuse your current or future use of the Service (or any portion thereof).

You agree that BuildNIX may, under certain circumstances and without prior notice, immediately terminate your BuildNIX account, any associated username and/or access to the Service. Cause for such termination shall include, but is not be limited to: (i) a breach or violation of the Terms of Service or other BuildNIX policies, guidelines, or rules (including without limitation the Privacy Policy), (ii) extended periods of inactivity, (iii) your engagement in fraudulent or illegal activity, (iv) unexpected technical or security issues, and (v) requests by law enforcement or other government agencies. You also agree that any termination is in BuildNIX's sole discretion and that BuildNIX will not be liable to you or any third party for any termination of your account, password, username, deletion of Content and/or access to the Service.

You agree that your account is non-transferable and any rights to your account, password, and username terminate upon your death or disability and/or termination of account for any reason.

You are responsible for any activities that take place under your username and password. If you become aware of any unauthorized use of your password or account, or any other breach of security, contact BuildNIX immediately. It is up to you to maintain the confidentiality of your password and account. BuildNIX is not responsible or liable for any loss or damage arising from your failure to comply with the provisions of these terms.

25. Disclaimers; Limitation of Liability

26. Indemnity

You agree to defend, indemnify and hold harmless BuildNIX, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of:

1. your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;
2. your violation of any law or the rights of a third party; and
3. any Content that you post or share on or through the Service; and
4. any dispute between you and another user of the platform, including any claim arising from a project, transaction, or interaction conducted through the platform.

27. Attorney Fees

In the event that either party is successful in whole or in part in any action or proceeding related to or arising from this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party. This section shall survive any termination of this Agreement.

28. Parental or Guardian Permission

Some of the content on the Websites may not be appropriate for children. Children under the age of 18 are not permitted to use the Websites and/or the Service. If you are under 18, you represent that you have your parent's or guardian's permission to use the Websites and/or the Service. Please have them read this Agreement with you. If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Websites and/or the Service, you are subject to the terms of this Agreement and responsible for your child's activity on the Websites and/or the Service.

29. Privacy

BuildNIX uses the information you provide in accordance with the Privacy Policy. For more information, see our full privacy policy at www.BuildNIX.com.

30. Jurisdiction and Choice of Law; Dispute Resolution

If there is any dispute arising out of the Websites, the Service and this Agreement, by using the Websites and/or the Service, you expressly agree that any such dispute shall be governed by the laws of the State of Wyoming, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Wyoming, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of Wyoming with the same force and effect as if such service had been made within the State of Wyoming. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

31. Arbitration

At BuildNIX's sole discretion, it may require you to submit any disputes arising from the use of this Agreement or the Websites and/or the Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Wyoming law. In doing so, you give up your right to go to court to assert or defend any claims between you and BuildNIX. You also give up your right to participate in a class action or other class proceeding. If you initiate an arbitration in which you seek more than $75,000 in damages, the filing fee will be capped at $1,000 and the arbitrator will determine the remaining costs and fees. Your rights will be determined by a neutral arbitrator, not a judge or jury, and the arbitrator shall determine all issues regarding the arbitrability of the dispute. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration provision is for any reason held to be unenforceable, any litigation against BuildNIX may be commenced only in the federal or state courts located in the State of Wyoming. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. This Agreement, and any dispute between you and BuildNIX, shall be governed by the laws of the State of Wyoming without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act. You agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of Wyoming.

32. No Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

33. Availability Outside the U.S.

If you access BuildNIX from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Websites from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.

34. Force Majeure

BuildNIX shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to: acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software for so long as such event continues to delay BuildNIX's performance.

35. Entire Agreement

This Agreement contains the entire agreement between you and BuildNIX regarding the use of the Websites and/or the Service.

36. Severability; Waiver

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, BuildNIX's failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect BuildNIX's ability to enforce such term at any point in the future.

37. Headings

The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.