Effective Date: July 1, 2026 

BUILT TO SELL INC. (“BTS”, “we”, “us”, or “our”) IS WILLING TO GRANT YOU RIGHTS 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 USING THE SERVICES, 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 26 of these Terms or elsewhere herein. 

1. Parties. 

The parties to the Agreement are BTS and you, as a user of the Services (each a “Party” and together the “Parties”). All references to “this website” or “this site” shall be construed to mean valuebuilder.com and builttosell.com, as applicable. 

2. Termination. 

BTS reserves the right to immediately terminate your access to the Services and/or any BTS website at any time for any reason without notice. Without limiting the foregoing, BTS may block or terminate your access to the Services if BTS, in its sole discretion, believes you are violating these Terms. Notwithstanding the foregoing, 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 account ceases for any reason, without any further notice or obligation to you. 

3. Agreement and Modification of Agreement. 

The legal agreement between you and BTS (the “Agreement”) consists of these Terms and 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 the Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. 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. 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 your continued use of our Services. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE USING THE SERVICES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR POSTING OF AMENDED TERMS OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE. 

4. 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. 

5. Right to Use Our Services. 

Subject to your compliance with these Terms, BTS grants you a limited, revocable, nonexclusive license to access the Services for your own use (based on your advisor’s subscription type, your user role and the level of access you’ve been granted by your advisor). You may not sub-license your rights to a third party, and this license does not extend to: (a) access to any BTS website by posting agents; or (b) any manual or automatic collection, aggregation, copying, duplication, display or derivative use of the Services (or any information or content any website(s) that form part of the Services), nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by BTS. A limited exception to (b) is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the websites forming part of the Service. 

6. Links to Third-Party Sites 

Any BTS website may contain hyperlinks to websites operated by parties other than BTS. Such hyperlinks are provided for reference only. BTS does not control such websites and is not responsible for their contents or any products, services or information offered on such websites. BTS’s inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. 

7. 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 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; 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 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 at any time. If we determine, in our sole discretion, that any Content violates these Terms or is otherwise objectionable, we may: (i) remove or disable access to specific Content; (ii) suspend or terminate your account; or (iii) respond to third-party complaints or takedown requests. We have no obligation to pre-screen Content, and our exercise or non-exercise of review rights does not create any duty or liability on our part. 

8. Your Access to the Services and Your Confidential Information. 

(a) You will use a unique email address and password (collectively, “Username”) which is not transferable to any other user. You are responsible for maintaining the confidentiality of your Username and any additional information that we may provide. You may not 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. You may only access information and reports which your associated advisor provides you.  

(b) 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. 

(c) 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! 

(d) You will not market, sell or re-sell any part of our Services to another individual or entity or to bundle it with any services you provide to others without our written consent. 

9. 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 you. 

(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. 

10. 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 user 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 The Value Builder Score™, Freedom Score and PREScoreTM reports. 

11. Discussions and Postings and Content. 

(a) 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.

(b) Any content made available to you by your advisor through the Services is third-party content provided by your advisor, not by BTS. BTS does not review, endorse, or approve any content uploaded by your advisor, and BTS accepts no responsibility or liability for any such content or for any reliance placed on it by you or any other person.

(c) You acknowledge that BTS does not control, monitor, verify, endorse or guarantee any content made available through the Services by users or third parties, including your advisor. 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 on our Services. 

12. 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 13 “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, to: enable you to use our Services; allow us to improve, develop and protect our Services; create new services; communicate with you about our Services; 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 in connection with our Services.

(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 your personal information that requires notification, we’ll let you know and give you information about what has happened.

(f) Personal Information Consent. By requesting your Value Builder Score, Freedom Score and/or PREScore™️ report(s), or by otherwise using the Services or interacting with us, you authorize us to share any previously provided information on our system with your advisor and their organization to assist you. 

13. 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 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 may temporarily provide to you. For greater certainty, once your account ceases, you retain no rights to use any such websites/domain names/links. 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. By interacting with us and/or with any BTS website, which, for greater certainty, includes but is not limited to providing us with data to obtain your Value Builder Score, Freedom Score and/or PREScore™️ report(s) and completing their associated questionnaires, you agree that we own all user data collected from The Value Builder System™, all BTS websites and your use of the Services. You acknowledge and agree that we may directly contact, interact with and market to you, even though you may have been initially introduced to us by one of our subscribers or someone else.  

14. Compliance with Applicable Law. 

You agree you will always comply with all Applicable Law. You further represent and warrant that any contact information referred to in the Section 13 “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 to the Services or terminate your account if we reasonably believe there’s a risk – like a potential breach of Applicable Law – associated with you, your company, your account or use of the Services. Examples of where we might do this include 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 take any of these actions without notice. 

15. 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 or for any downtime, access issues or data loss, whatever the cause, 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 19 “CONSUMER LAWS” BELOW, SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE RELATING TO NON-INFRINGEMENT, MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

In connection with our Services, you may receive an assessment of how sellable your business is. This assessment is based on the experience of the BTS team, along with our ongoing quantitative research into what makes a business sellable. The assessment, the Sellability Score, Value Builder Score, The Value Builder System™, Freedom Score, PREScore™ and/or the BTS websites contain our subjective opinion, and you should not rely on them for any specific action. All use shall be at your sole risk. BTS is not a business broker, mergers and acquisitions professional, or financial advisor and should not be relied upon as such. No information that we provide shall be relied upon as legal, accounting, tax or other professional advice and you are encouraged to seek the advice of professionals. BTS does not represent or endorse the accuracy or reliability of any advice, opinion, statement or any other information displayed or distributed through the Services, the Sellability Score, Value Builder Score, The Value Builder System™, Freedom Score, PREScore™ and/or on any BTS website. You acknowledge that any reliance upon any such opinion, advice, statement, or other information shall be at your sole risk. 

16. 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 the Services. These remedies are your sole remedies for claims of infringement. 

17. Your Indemnity of Us. 

You 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. 

18. 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 OR THE SERVICES, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IS LIMITED AS FOLLOWS: (I) WE HAVE NO LIABILITY ARISING FROM YOUR USE OF 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 SEVEN HUNDRED FIFTY CANADIAN DOLLARS (CAD $750.00). 

19. 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). 

20. 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 user. You’re solely responsible for resolving disputes between you and any other user and/or your advisor. 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. 

21. 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. 

22. Force Majeure. 

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. 

23. 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. 

24. 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. 

25. 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. 

26. Definitions. 

(a) “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.

(b) “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 users.

(c) “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.

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