Effective Date: Applicable for Advisors Entering Agreements as of July 1, 2026
Advisors with agreements signed prior to July 1, 2026 should review the applicable Terms and Conditions here.
BUILT TO SELL INC. (“BTS”) IS WILLING TO GRANT THE SUBSCRIBER (DEFINED BELOW) RIGHTS TO A SUBSCRIPTION AND TO USE THE SERVICES DESCRIBED BELOW ON THE CONDITION THAT YOU ACCEPT ALL OF THESE TERMS AND CONDITIONS (THESE “TERMS”). PLEASE READ THESE TERMS CAREFULLY. BY COMPLETING AND SUBMITTING AN ONLINE ORDER FORM AT THE LINK WE PROVIDE (THE “ORDER FORM”), YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND ACCEPT ALL OF THESE TERMS. YOU MAY AGREE TO THESE TERMS AS AN INDIVIDUAL OR IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND IT TO THESE TERMS.
IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION OR ENTITY, THEN BTS IS UNWILLING TO GRANT YOU RIGHTS TO USE THE SERVICES.
Capitalized terms used herein are defined in Section 32 of these Terms or elsewhere herein.
1. Parties.
The parties to the Agreement are BTS and the Subscriber (each a “Party” and together the “Parties”). Subscriber may be referred to as “you”, “your”, or “yourself” and BTS may be referred to as “we”, “us”, or “our”. All references to “this website” or “this site” shall be construed to mean valuebuilder.com and builttosell.com, as applicable.
2. Subscription Period.
Your Subscription commences on the day on which the initial charge appears on your credit card, unless otherwise agreed in writing, and continues for an initial period of 1 year (the “Initial Term”). At the end of the Initial Term and each Renewal Term, your Subscription shall automatically continue, subject to the provisions below, for successive periods of 1 year (each, a “Renewal Term”), unless either Party gives written notice of non-renewal to the other Party at least 60 days prior to the end of the then-current Term. Together, the Initial Term and all Renewal Terms shall be the “Term”.
3. Pricing, Payment Terms and Taxes.
Your use of our Services requires you to pay the fees set out in your Order Form (the “Subscription Fee”). Subscription Fees are billed at the frequency specified in your Order Form (e.g., monthly or annually) and shall be automatically charged to your credit card, debited from your bank account, or paid via other methods we make available. You are responsible for payment of any taxes that may apply to the Subscription Fees in your region, such as Harmonized Sales Tax (HST), Value Added Tax (VAT) and other similar taxes, unless otherwise indicated. In the event of any payment default during the Term that remains uncured for a period of 15 days, the monetary balance of your Subscription for the then-current Term will be accelerated and will become immediately due and payable in full. All invoices must be paid within 15 days of the date on which they are sent to you. You will pay a service charge of the lesser of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly, on all overdue balances. You agree to pay all costs, expenses, and charges incurred by us in connection with the collection of overdue amounts or enforcement of our rights, including legal fees on a solicitor-client basis. In addition to all other remedies available under these Terms or at law (which we do not waive by the exercise of any rights hereunder), we will be entitled to suspend the delivery of any Services if you fail to pay any amounts when due hereunder. All amounts payable to us shall be paid by you in full without any set-off, recoupment, counterclaim, deduction, debit, or withholding for any reason.
4. Discounts.
From time to time, we may offer, at our discretion, promotions that may include reduced fees for Services conditioned upon your membership in a particular organization (“Partner Organization”). You agree that we are entitled to request from you or the Partner Organization reasonable proof of your membership in the Partner Organization as a prerequisite of providing you any Services at promotional rates, and to request from time to time proof of your continued membership in order to continue such promotional rates. Failure to provide proof of membership in a Partner Organization upon our request will result in the imposition of regular fees for Services retroactive to the last date as to which proof of membership was provided.
5. Agreement and Modification of Agreement.
(a) The legal agreement between you and BTS (the “Agreement”) consists of these Terms, our privacy policy located at: http://advisor.valuebuilder.com/privacy-policy/ (the “Privacy Policy”) which is hereby incorporated and accessible on our home page, and any Order Form issued by us and executed by you, and the Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of a conflict between these Terms and an Order Form, the terms set out in the Order Form shall govern. The Agreement prevails over any of your general terms and conditions of purchase or any other document submitted by you that is inconsistent with or in addition to the Agreement, which shall be of no force or effect.
(b) These Terms may not be amended with respect to any existing Order Form except by an instrument in writing signed by you and us. Notwithstanding the foregoing, we have the right to amend or update these Terms at any time by posting a new version on our website and such updated terms will apply to any new Order Form you enter with us.
6. Modification of Services.
We reserve the right to occasionally modify the Services. Generally, we will endeavor to provide you with 30 days’ notice of material modifications before they become effective, unless we need to make immediate changes for reasons we don’t have control over. Certain other new functionality may be offered in the future for an additional fee, and if you elect to purchase any of this new functionality it will be deemed to be part of the Services.
7. Right to Use Our Services.
Whether you’re a Subscriber or an Authorized User, and subject to these Terms, we grant you a non-exclusive, non-transferable right to use our Services (based on your Subscription type, your user role and the level of access you’ve been granted) for as long as the Subscriber continues to pay for the Subscription, until the Agreement is terminated, or – if you’re an Authorized User – until your access is revoked.
8. Restrictions on Use.
(a) You agree that your use of the Services will be in a manner consistent with these Terms and with all Applicable Law. You agree to use our Services only for lawful business purposes and in line with the instructions and guidance we provide. While we can’t cover everything here, we do want to highlight a few more examples of things you are not allowed to do: (i) undermine the security or integrity of our computing systems or networks; (ii) use our Services in any way that might impair functionality or interfere with other people’s use; (iii) access any system without permission; (iv) introduce or upload anything to our services that includes viruses or other malicious code.; (v) share anything that may be offensive, violates any Applicable Law, or infringes on the rights of others; (vi) modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our Services; (vii) resell, lease or provide our Services in any way not expressly permitted by us; (viii) repackage, resell, or sublicense any leads or data accessed through our Services; (ix) act in a manner that is abusive or disrespectful to us, our employees, partners or other customers; (x) use the Services for any purpose other than your internal business purposes of processing, storing, and maintaining your data; or (xi) use our source code or our Services to train any artificial intelligence models. We will not tolerate any abuse or bullying of our employees in any situation and that includes interaction with our customer support or customer success teams.
(b) Without limiting the foregoing, you agree that any Content and Uploaded Content you submit through the Services shall not include: (i) malware, viruses, or other malicious code; (ii) content that is illegal under any Applicable Law; (iii) pornographic, explicit, or obscene material; (iv) content that promotes harassment, hatred, or discrimination; (v) material that infringes on the intellectual property rights of any third-party, including without limitation copyrighted materials for which you do not hold or have not been granted the necessary rights; or (vi) confidential information or trade secrets belonging to a third-party that you do not have the right to share.
(c) We reserve the right, but have no obligation, to review any Content and/or Uploaded Content at any time. If we determine, in our sole discretion, that any Content and/or Uploaded Content violates these Terms or is otherwise objectionable, we may: (i) remove or disable access to specific Content and/or Uploaded Content; (ii) suspend access for individual Authorized Users; (iii) suspend or terminate the Subscriber’s account; or (iv) respond to third-party complaints or takedown requests. We have no obligation to pre-screen Content and/or Uploaded Content, and our exercise or non-exercise of review rights does not create any duty or liability on our part.
9. Your Access to the Services and Your Confidential Information.
(a) Individual Subscribers are required to register as the initial Administrator and an Authorized User.
(b) The initial Administrator shall register and designate himself/herself as the initial administrator. The initial Administrator shall be the overall administrator of the Subscription and is authorized to appoint additional Administrators and/or Authorized Users. Any Administrator is authorized to manage the Subscription, including the authority to appoint Authorized Users. If an Administrator deems it necessary to terminate access to the Services for any Authorized User, she/he shall follow the designated procedures to deactivate the person’s Username (defined below).
(c) Each Authorized User will use a unique email address and password (collectively, “Username”) which is not transferable to any other user, including other Authorized Users.
(d) Administrators shall manage the Subscription and assume the responsibility for the appointment of, and use of the Services by, and Authorized Users. Administrators are responsible for maintaining the confidentiality of Usernames and any additional information that we may provide. No Administrator or Authorized User may share, distribute, rent, loan, sell, purport to sublicense or otherwise transfer or attempt to transfer a Username to another person and doing so shall be cause for us to immediately terminate the Agreement and to suspend access to all Services.
(e) Administrators shall have access to all contact information and reports associated with the Subscription. Administrators at a firm may view all content, client data, and activity within a firm’s account. If the Subscriber is an organization or entity, it is the Subscriber’s sole responsibility to ensure that each business-owner client is aware that their information is shared with the Subscriber’s organization and not just an individual advisor.
(f) Use of the Services by Authorized Users via an Application Program Interface (“API”) is authorized, subject to the following conditions:
(i) These Terms shall apply to all use of the Services via an API or third-party product, including without limitation all limitations of liability provided herein.
(ii) Excessive use of the Services via an API or third-party product may result in a diminution of the Services. We reserve the right in our sole discretion to suspend or terminate use of the Services via an API or third-party product.
(g) Subscribers that are organizations or entities (i.e., non-individuals) are only allowed the number of Authorized Users set out in the Order Form and are not allowed to have multiple individual users access the same Authorized User account. Each user must be an Authorized User and the Subscription Fees will vary based on the number of Authorized Users as further detailed in the Order Form. All Authorized Users under a Subscriber’s Subscription must be employed by or contracted to the same legal entity.
(h) You agree not to make any former Authorized User an Authorized User hereunder during the Term and for a period of 12 months thereafter without our permission which we can withhold for any reason.
(i) The Subscriber is responsible for all the activity of each Authorized User.
(j) We strive to maintain the availability of our Services and provide support. On occasion, we need to perform maintenance on our Services, and this may require a period of downtime. We try to minimize any such downtime. Where planned maintenance is being undertaken, we’ll attempt to notify you in advance but can’t guarantee it. You know how the internet works – occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.
(k) You promise that you’ll keep your information (including a current email address) up to date. You’re responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations. You’re also responsible for protecting your Username from getting stolen or misused. We have minimum password standards, but you will ensure that passwords are very strong and not easily guessable – the stronger the password the better!
(l) You will not market, sell or re-sell any part of your Subscription to our Services to another individual or entity or to bundle it with any services you provide to others without our written consent.
(m) You acknowledge that your clients (including business owners) may be required to accept separate terms and conditions before accessing any Services or Uploaded Content made available to them through your account. We may implement click-accept or other acceptance mechanisms at any point in the user flow, and such requirements are at our sole discretion.
10. Audits.
(a) Audit Procedure. Upon 5 days’ written notice to you, we may, inspect and audit your use of the Services under the Agreement at any time during the Term and for 12 months following the termination of the Subscription. You agree to make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of us with respect to such audit.
(b) Cost and Results of Audit. If the audit determines that your use of the Services exceeded the number of Authorized Users permitted by the Order Form, you shall pay to us (i) all amounts due for such excess use of the Services, plus interest on such amounts at a rate of the lesser of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly; and (ii) all reasonable costs incurred by us in conducting the audit.
11. Security.
(a) Security Safeguards. We’ve invested in certain safeguards to do our part to help keep your data safe and secure. While we’ve taken steps to help protect your data, no method of electronic storage is completely secure, and we cannot guarantee absolute security. We will notify you if there appears to be unauthorized access to your account and we may also restrict access to certain parts of our Services until you verify that access was by an Authorized User.
(b) Account Security Features. We may introduce security features to make your account more secure. Depending on where you are in the world or what Services you’re using, we may require you to adopt some of these features. Where we make the use of security features optional, you’re responsible (meaning we’re not liable) for any consequences of not using those features. We strongly encourage you to use all optional security features.
(c) Playing your part to Secure your Data. You have an important part to play by keeping your Username secure, not letting any other person use it, and by making sure you have strong security on your own systems. If you realize there has been any unauthorized use of your Username or any breach of security to your account or email address linked to your account, you must let us know immediately.
12. Confidential Information.
While using the Services, and only for the purposes contemplated here, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other Party’s confidential information from being accessed by unauthorized individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so. In our case, we claim as “Confidential Information” the nonpublic marketing and sales and subscriber information, algorithms, logic, design, and coding methodology embodied in the Services, our website, and all software and technology we use to provide the Services as well as any reports produced through the Value Builder SystemTM, including The Value Builder Score™, Freedom Score and PREScoreTM reports.
13. Discussions and Postings and Content.
(a) On any social media groups we may establish from time to time (including The Value Builder System™ Facebook and LinkedIn groups), you can participate in discussions about our Services. Only share private information if you’re happy for others to know it, and don’t post anything you don’t have the right to share. Full rules for each group are available on their respective pages.
(b) You retain all rights and ownership to your Content. We make no claim of ownership to your Content; however, we do need certain rights (a license) to use your Content to enable our Services. If you upload or submit your Content to any group or on this website, you grant to us and any of our affiliated entities a worldwide, non-exclusive, irrevocable, and perpetual right and license to use, reproduce, modify, and create derivative works based on your Content. This license granted by you is only for purposes of marketing, promoting, or improving our Services.
(c) Notwithstanding Section 13(b), for any Uploaded Content (as defined in Section 32(h)), you grant us a limited, non-exclusive license to host, store, process, display, and transmit such Uploaded Content solely as necessary to provide and support the Services to you and your clients. We will not use your Uploaded Content for marketing, promotional, or any other purpose beyond providing the Services without your explicit written consent. This license terminates upon the expiration or termination of your Subscription, except that we may retain copies of Uploaded Content for a reasonable period thereafter solely for backup and archival purposes and as required by Applicable Law.
(d) You acknowledge and agree that you are solely responsible for all Uploaded Content you submit through the Services, including its accuracy, legality, and appropriateness. Any Uploaded Content made available to your clients through the Services is third-party content provided by you, not by BTS. BTS does not review, endorse, or approve any Uploaded Content, and BTS accepts no responsibility or liability for any Uploaded Content or for any reliance placed on it by your clients or any other person.
(e) We may, from time to time and in our sole discretion, impose restrictions on the types, formats, and sizes of files that may be uploaded as Uploaded Content, as well as per-account storage limits. We will endeavor to provide notice of material changes to such restrictions. You are responsible for ensuring that your Uploaded Content complies with any such restrictions then in effect.
(f) You acknowledge that BTS does not control, monitor, verify, endorse or guarantee any Content made available through the Services by users or third parties. Content does not constitute advice, recommendations, representations or statements of BTS, and must not be relied upon by you for any purpose. You are solely responsible for any decision, action or omission taken in reliance on Content. To the maximum extent permitted by applicable law, BTS disclaims all liability and shall have no responsibility whatsoever for any loss, liability, damage, claim, cost or expense arising from or related to any reliance on Content.
14. Termination; Cancellation.
(a) Either Party may elect not to renew the Subscription by providing written notice to the other Party in accordance with Section 2 (Subscription Period).
(b) We may terminate the Subscription, effective on written notice to you, if: (i) you fail to pay any amount when due hereunder, and such failure continues more than 15 days after we’ve provided you with written notice thereof; and (ii) you breach your obligations under Sections 8 and 19.
(c) Either Party may terminate the Agreement, effective on written notice to the other Party, if: (i) the other Party materially breaches the Agreement and such breach is (A) incapable of cure; or (B) if capable of cure, remains uncured for 15 days after the non-breaching Party provides the breaching Party with written notice of such breach; or (ii) if a Party becomes insolvent, goes into liquidation or has a receiver or manager appointed over any of its assets, or becomes subject to any similar insolvency event in any jurisdiction (in such case, we may also terminate your Subscription immediately and/or suspend access to your Subscription or data). There will be no refunds of Subscription Fees or any other prepaid amounts upon termination by either of us.
(d) If we terminate the Agreement under Section 14(b) or 14(c), all Subscription Fees that would have become payable had the Agreement remained in effect until expiration of the then current Initial Term or Renewal Term, as applicable, will become immediately due and payable, and you shall pay such Subscription Fees, together with all previously accrued but not yet paid Subscription Fees, on receipt of our invoice for such amounts.
(e) Once a Subscription is terminated by you or us, it is archived, and the data submitted or created by you is no longer available to you. In any event, we reserve the right (but do not have the obligation) to irrevocably delete all of your data and any contact information beginning thirty (30) days after your Subscription ceases for any reason, without any further notice or obligation to you.
(f) Upon expiry or termination for any reason of your Subscription, you will be required to promptly (but in no event more than 15 days after termination) remove (i) all references to The Sellability Score, Accredited Value Guide™, The Value Builder System™, and all other trademarks, logos, and other intellectual property relating to BTS and/or the Services from all your marketing materials (e.g. company literature, website, etc.); and (ii) remove references to the “Accredited Value Guide™” certification and/or any other BTS certifications from your professional email signatures, business cards and profiles (including on LinkedIn, etc.) and refrain from holding yourself out as having the Accredited Value Guide™ certification and/or any other BTS certification, as you will lose your certification(s) upon expiry and/or termination.
15. Certification.
As part of your Subscription, each Subscriber (or, in cases where the Subscriber is an entity or organization with multiple Authorized Users, each Authorized User) must first earn the Accredited Value Guide™ certification (additional cost applies as set out in the Order Form) before being permitted to market themselves as an Accredited Value Guide ™. To earn the Accredited Value Guide™ certification, each Subscriber and/or Authorized User, as applicable, must successfully complete such requirements communicated by BTS from time to time. The Accredited Value Guide™ certification is only valid if a Subscription is in effect and shall immediately terminate upon its expiry or termination for any reason. The Accredited Value Guide™ certification is not transferable between Subscribers and/or Authorized Users or among other members within an organization. You must always have a minimum of one Subscriber and/or Authorized User, as applicable, with a valid Subscription that has successfully obtained, or is in the process of obtaining, the Accredited Value Guide™ certificate. Obtaining the Accredited Value Guide™ certification must be completed within 12 months of registration.
16. Technical Support and Consulting Services.
During the Term, we will provide technical product support in the form of responses to questions by email or telephone at no additional charge. If additional services are required for the proper use and operation of the Services or if additional optional training or consulting services are requested, we will provide such services on a time and materials (“T&M”) basis; that is, (i) you will pay us for all the time spent performing such services (including all travel time), plus materials, taxes, and reimbursable expenses; and (ii) the rates for such services shall be our then-current standard rates when such services are provided. Any monetary limit stated in an estimate for T&M services shall be an estimate only for your budgeting and our resource scheduling purposes. If the limit is exceeded, we will cooperate with you to provide continuing services on a T&M basis. We will invoice you monthly for T&M services. Charges shall be payable upon receipt of invoice. We reserve the right to require a non-refundable fee and/or cost deposit prior to commencement of services as well as a work order.
17. Data Use and Privacy.
(a) We use your data to provide our Services to you. Our Privacy Policy is an important part of the Agreement and describes in more detail how we deal with personal information, like your name and email address.
(b) Use of Information. When you enter or upload information into our systems, and subject to the provisions of the Section 18 “Intellectual Property Ownership” below, we don’t own that information but you grant us a licence to use, copy, transmit, store, analyze, and back up all information you submit to us through our Services, including personal information of yourself and others, to: enable you to use our Services; allow us to improve, develop and protect our Services; create new services; communicate with you about your Subscription; and send you information we think may be of interest to you based on your marketing preferences. We may use third-party sub-processors.
(c) Use of Personal Information. We respect your privacy and take information protection seriously. In addition to these Terms, our Privacy Policy sets out in detail how we process personal information that you add into The Value Builder System™.
(d) Anonymized Statistical Information. When you use our Services, we may create anonymized statistical information from information and usage of our Services, including through aggregation. Once anonymized, we may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.
(e) Information Breach Notifications. Where we think there has been unauthorized access to personal information inside your Subscription that requires notification, we’ll let you know and give you information about what has happened. Depending on the nature of the unauthorized access, and the location of your affected contacts, you may be required to assess whether the unauthorized access must be reported to the contact and/or a relevant authority. We think you’re best placed to make this decision, because you’ll have the most knowledge about the personal information stored in your Subscription.
(f) Personal Information Consent. You represent and warrant that you have obtained all necessary consents in connection with any personal information that you provide to us on behalf of others for our use in providing the Services, including from business-owners.
18. Intellectual Property Ownership.
We own everything we’ve put into our Services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, look and feel of our Services including our websites, all content, certification/training materials, software and software code and technology and reports, including The Value Builder Score™, Freedom Score and PREScoreTM reports. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify, or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us. We also own the rights to any websites/domain names/links we temporarily provide to Subscribers while they have an active Subscription. For greater certainty, once your Subscription ceases, you retain no rights to use any such websites/domain names/links, nor do you have any rights relating to any leads generated from them. In addition, we may occasionally and in our sole discretion provide you with sales leads. We may at any time, whether you are then a Subscriber or whether your Subscription has ceased for any reason, reassign any such lead(s) to any other subscriber without any compensation or obligation to you whatsoever. Unless otherwise set out in these Terms, we also own all user data collected from The Value Builder System™ and your use of the Services. No part or derivation of The Value Builder System™, “Accredited Value Guide™” or “Built to Sell” can appear in your URL. For example, you cannot use MyValueBuilderSystem.com or any derivations of it. To use the Accredited Value Guide™ certification in your marketing and professional profile, you must have an active Subscription. We are not required to delete any information relating to anyone that interacts with us to obtain his/her/its Value Builder Score once your Subscription ceases. You will not sell, share, or refer any sales leads we have provided to you without our written permission. If a contact that you add into our system does not interact with us (whether to obtain a Value Builder Score or otherwise), that contact and any of the data it provides remains your sales lead and upon your written request (to be made within fifteen (15) days of the date on which your Subscription ceases), we will delete this contact’s information.
19. Compliance with Applicable Law.
You agree you will always comply with all Applicable Law. You may not use the Services in any way, including directly or indirectly, to send, transmit, handle, distribute or deliver unsolicited email in violation of Applicable Law, including but not limited to the General Data Protection Regulation (GDPR), Canada’s anti-spam legislation (CASL), Australia’s Spam Act 2003, the USA’s CAN-SPAM Act of 2003, or any other Applicable Law. You further represent and warrant that any contact information referred to in the Section 18 “Intellectual Property Ownership” above has been obtained lawfully and with all required consents and has not, for example, been obtained via any surreptitious methods (e.g. scraping or harvesting). Different laws may apply in different countries that restrict our relationship with you. We may block your access, terminate your Subscription, or refuse to process a payment if we reasonably believe there’s a risk – like a potential breach of Applicable Law – associated with you, your company, your Subscription, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. You confirm that you’re not located in a sanctioned country and are not on a sanctioned persons list. We may also block users from a country if we can’t receive payments from that country. You should check what payment methods are available in your country for making payments. We may take any of these actions without notice.
20. Limited Warranty; Disclaimers.
We warrant that (i) your use of the Services will be free and clear of any third-party proprietary rights; (ii) we will undertake reasonable efforts to maximize uptime for the Services, except for routine maintenance; and (iii) the Services will be free of material defects and will conform to the descriptions we provide (“Limited Warranty”). The Limited Warranty is the sole warranty with respect to the Services and are in lieu of all other warranties express or implied. Your sole and exclusive remedy for breach of this Limited Warranty by us shall be the prompt correction of material defects and non-conforming Services at our expense. Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the Services. EXCEPT FOR THE LIMITED WARRANTY, WE PROVIDE THE SERVICES “AS-IS” AND WITH ALL FAULTS AND WE DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED TO YOU. WE, ON BEHALF OF OUR SUPPLIERS AND VENDORS, AND SUBJECT TO THE PROVISIONS IN THE SECTION 24 “CONSUMER LAWS” BELOW, SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE RELATING TO NON-INFRINGEMENT, MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.
21. Our Indemnity of You.
We will indemnify, defend and hold you harmless from and against any demands, lawsuits, liabilities, losses, costs and expenses that we incur arising out of, or in connection with a third-party claim against you that any Services infringes on any Canadian or U.S. intellectual property right of a third-party that is known to us prior to providing the Services to you. We will have no liability or obligation if the claim arises from (i) any alteration or modification to the Services other than by us, (ii) any combination of the Services with other programs or data not furnished by us, or (iii) any use of the Services prohibited by these Terms or Applicable Law or otherwise outside the scope of use for which the Services is intended. If you are enjoined from using the Services, or if we believe that the Services may become the subject of a claim of intellectual property infringement, we, at our option and expense, may: (i) procure the right for you to continue to use the Services; (ii) replace or modify the Services so as to make them non-infringing; or (iii) terminate your Subscription, in which case we will refund to you any Subscription Fees paid in advance for those Services. These remedies are your sole remedies for claims of infringement.
22. Your Indemnity of Us.
Subscriber will indemnify, defend and hold us harmless from and against any demands, lawsuits, liabilities, losses, costs and expenses that we incur arising out of, or in connection with a third-party claim against us relating to your use of our Services or any third-party product (except as far as we’re at fault) and/or in connection with any breach by you of the Agreement or of Applicable Law.
23. LIMITATION OF LIABILITY.
OTHER THAN LIABILITY THAT WE CAN’T EXCLUDE OR LIMIT BY APPLICABLE LAW, OUR LIABILITY TO YOU IN CONNECTION WITH THESE TERMS, THE SERVICES OR YOUR SUBSCRIPTION, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED AS FOLLOWS: (I) WE HAVE NO LIABILITY ARISING FROM YOUR USE OF (OR INABILITY TO USE) THE SERVICES OR FOR ANY LOSS OF REVENUE OR PROFIT, LOSS OF GOODWILL, LOSS OF CUSTOMERS, LOSS OF CAPITAL, LOSS OF ANTICIPATED SAVINGS, LEGAL, TAX OR ACCOUNTING COMPLIANCE ISSUES, DAMAGE TO REPUTATION, LOSS IN CONNECTION WITH ANY OTHER CONTRACT, OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL LOSS, DAMAGE OR EXPENSE; (II) FOR LOSS OR CORRUPTION OF YOUR DATA, OUR LIABILITY WILL BE LIMITED TO TAKING REASONABLE STEPS TO TRY AND RECOVER THAT DATA FROM OUR AVAILABLE BACKUPS; AND (III) OUR TOTAL AGGREGATE LIABILITY TO YOU IN ANY CIRCUMSTANCES IS LIMITED TO THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID TO US BY YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM GIVING RISE TO THE LIABILITY AROSE.
24. Consumer Laws.
In some places, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable consumer guarantees). They still apply – these Terms do not exclude, restrict, or modify them. Except for non-excludable consumer guarantees and other rights you have that we cannot exclude, we’re bound only by the express promises made in these Terms. Our liability for breach of a non-excludable consumer guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable consumer guarantee says otherwise).
25. Non-Solicitation.
During the Term and for a period of one (1) year following the Term, you agree that you will not, directly or indirectly, solicit or attempt to solicit: (i) for employment any persons employed by us or contracted by us to provide Services; and (ii) as your customer, any current Subscriber or any individual or entity who has been a subscriber in the twenty-four (24) months leading up to the date on which you ceased to be a Subscriber for any reason if such solicitation would lead to a loss in revenue to us.
26. Relationship between the Parties; Assignment.
Nothing in these Terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber. You’re solely responsible for resolving disputes between you and any other Subscriber. These Terms shall inure to the benefit of and be binding upon any successor to all or substantially all the business and assets of each Party, whether by merger, sale of assets, or other agreements or operation of law. Except as provided above, you shall not assign the Agreement or any right or interest under the Agreement, without our advance permission.
27. Notices.
Any notice or communication required or permitted to be given hereunder may be delivered by email, hand, deposited with an overnight courier, or sent by or Canada Post or U.S. Mail (registered or certified only), return receipt requested. Any notices sent to BTS must be sent to 18 King Street East, Suite 1400, Toronto, ON, Canada M5C 1C4 or billing@valuebuilder.com. Any notice sent to you will be sent to the most recent address that you have provided to us. In either case, notices may be sent to another address designated in writing by either Party to the other. Such notice will be deemed to be given when received.
28. Force Majeure.
Except for your payment obligations in respect of the Subscription Fees hereunder, neither Party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence.
29. Governing Law and Jurisdiction; Waiver of Class Action Proceedings.
The courts sitting in Toronto, Ontario, Canada shall be the exclusive jurisdiction and venue for all legal proceedings that arise under the Agreement. The Agreement shall be construed under the laws of the Province of Ontario and the laws of Canada, without regard to its principles of conflicts of law, and such laws shall apply to all issues in dispute hereunder. The application of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are expressly excluded. You and we agree that any dispute must be brought in the Parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
30. Survival.
The following obligations shall survive the expiration, termination, or cancellation hereof: (i) any and all warranty disclaimers, limitations of liability, and indemnities, (ii) any covenant granted herein for the purpose of determining ownership of, or protecting, the intellectual property rights, including without limitation, the confidential information of either Party, or any remedy for breach thereof, (iii) the payment of taxes, duties, or any money due to either Party; and (iv) any other term which by its nature is intended to survive such termination.
31. Miscellaneous.
The failure of either Party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such Party thereafter to enforce any provision hereof. If any provision of these Terms is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of these Terms, and these Terms shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. It is the express wish of the Parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des Parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement. You are responsible for complying with all Applicable Law which might impact your right to import, export or use this site and/or the Services, and you represent that you have complied with any regulations or registration procedures required by Applicable Law to make these Terms enforceable.
32. Definitions.
(a) “Administrator” means an individual Subscriber or a contractor or employee of a Subscriber who is authorized to designate Authorized Users (defined below). Each organization or entity Subscriber must have at least one Administrator.
(b) “Applicable Law” means all applicable present and future laws, statutes, regulations, treaties, judgments and decrees and, whether or not having the force of law, all applicable requirements, requests, official directives, rules, consents, approvals, authorizations, guidelines, orders and policies of any governmental authority having or purporting to have authority over one or both Parties and/or the subject matter of these Terms. For greater certainty, included in the meaning of “Applicable Law” are all laws relating to data, privacy, and electronic communications.
(c) “Authorized User” means a person other than the Subscriber who has been invited to use our Services through a Subscription and who must also accept these Terms to use our Services and who is deemed to have accepted them upon his/her use of the Services. The number of Authorized Users shall always be limited to the number of Authorized Users set out in your Order Form.
(d) “Content” means digital files and data that you upload and post to public areas of this site or elsewhere, such as our public forums where you post content and collaborate with other subscribers.
(e) “Services” means (i) access on this website and to The Value Builder System™ software product (including related content, documentation, training and certification); (ii) any updates or upgrades to the Services released by us from time to time; and (iii) any other services we provide now or in the future.
(f) “Subscriber” means the individual, organization, or entity purchaser of the subscription for the Services.
(g) “Subscription” means the subscription for the Services pursuant to an Order Form.
(h) “Uploaded Content” means any files, documents, and materials that a Subscriber or Authorized User uploads or submits through Growth Planner or similar features of the Services for delivery to or sharing with their clients, excluding Content as defined in Section 32(d).
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