SaaS Services Agreement

1. CERTAIN DEFINED TERMS

1.1. "Affiliate" means a person or entity which controls, is controlled by or is under common control with, a Party to this Agreement.

1.2. "Authorized User" means Customer's and its Affiliates' employees, contractors, and agents authorized by Customer or its Affiliates to access and use the Service.

1.3. "Builder.io Site" means www.builder.io.

1.4. "Hosted Customer Application" means any website, application, service, or other digital property that Customer builds, configures, or deploys using the Services.

1.5. "Customer Data" means any data, materials, or content (including End-User Personal Data) provided, submitted, or made available by Customer, the Authorized Users or End Users, to or through the Service or the Hosted Customer Application.

1.6. "Documentation" means any manuals, instructions, or other documents or materials that Builder provides to its customers which describe the functionality, features, or requirements of the Services.

1.7. "End User" means any natural person who accesses or interacts with a Hosted Customer Application, as distinct from an Authorized User.

1.8. "End-User Personal Data" means personal data relating to an End User that is collected, processed, or stored through a Hosted Customer Application.

1.9. "Enterprise Order Form" means an order form executed by Customer and Builder and titled "Enterprise Order Form," pursuant to which the Customer pays for access to the Service's enterprise plan and as associated with an organization ID.

1.10. "Free Access Order Form" means an order for free access to the Services electronically agreed by Customer when Customer clicks the free access option on the Builder.io Site.

1.11. "Hosting Services" means features of the Services that store, serve, host, or execute Hosted Customer Applications or Customer Data on infrastructure operated by or on behalf of Builder.

1.12. "Order Form" means an order for access to the Services, whether on electronic or physical paper executed by Customer and Builder or when Customer clicks to agree to the Services from the Builder.io Site. The term "Order Form" includes, without limitation, any Enterprise Order Form, any other paid order form, and any Free Access Order Form.

1.13. "Party" and "Parties" refers to Builder and Customer individually and collectively.

1.14. "Personal Data" refers to "personal data," "personally identifiable information," and "personal information" as defined under Data Protection Laws.

1.15. "Data Protection Laws" means all laws applicable to the processing of Personal Data under this Agreement.

1.16. "Service" means Builder's SaaS platform offering and services described in the Order Form, including the Hosting Services, if applicable. The Services are intended for business use or use in connection with an individual's trade or profession only.

2. ACCEPTANCE OF AGREEMENT

2.1. This SaaS Services Agreement (the "Agreement") is entered into between Builder.io, Inc. ("Builder") and the person or entity accessing or using the Services ("you" or "Customer"). If you register on behalf of an entity or you register using a business email address, then "Customer" means that entity or that business. If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement, (ii) you have read and understand this Agreement, and (iii) you agree, on behalf of Customer, to this Agreement.

2.2. This Agreement is effective (the "Effective Date") upon the earlier of (1) Customer's use of or access to any Services, or (2) the effective date of the Order Form. Customer's use of and access to the Service is governed by this Agreement and the applicable Order Form. In the event of any conflict between this Agreement, any Order Form, or any exhibit, the following order of precedence applies: (a) the Order Form, (b) the exhibit, and (c) this Agreement. Each Order Form will specify an organization ID. In the event that Customer has Order Forms with different organization IDs, the Services (including service levels, support, on-demand, and roll-over terms) will be associated with the applicable organization ID and will not be combined with other organization IDs.

2.3. Builder may change this Agreement at any time by posting an updated Agreement to the Builder.io Site, with such updated Agreement being effective upon Customer's start of a renewal term. For Free Access Order Forms, changes to this Agreement are effective when posted to the Builder.io Site.

2.4. Builder may make updates to the Services from time to time.

3. SERVICES AND SUPPORT

3.1. Access and Use. Subject to the terms of this Agreement and the Order Form(s), Builder hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services and corresponding Documentation as associated with the organization ID in the Order Form on its owned digital properties, and the right to build, deploy, and operate Hosted Customer Applications using the Services, including any Hosting Services, in each case to the extent set forth in the Order Form, during the Service Term, solely for its internal use by Authorized Users.

3.2. Service Levels and Support Services. For Enterprise Order Forms only, Builder will provide Customer the Services in accordance with the service levels and the technical support services set forth in such Enterprise Order Forms.

3.3. Customer Affiliates. Customer's Affiliates may further separately purchase and use subscriptions to the Services subject to the terms of this Agreement by entering into an Order Form directly with Builder hereunder.

3.4. Free Access Order Forms and Beta Releases. Without limiting the other disclaimers and limitations in this Agreement, CUSTOMER AGREES THAT ANY FREE ACCESS ORDER FORMS OR BETA RELEASES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION, WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SERVICE LEVEL AGREEMENT, OR INDEMNITY OBLIGATIONS OF ANY KIND.

4. RESTRICTIONS AND RESPONSIBILITIES

4.1. Restrictions. Customer will not, and will ensure that its Authorized Users will not: (i) sublicense, sell, transfer, assign, distribute or otherwise commercially exploit the Services; (ii) modify, translate or create derivative works based on the Services; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure of the Services; (iv) access the Services to build a competing product; (v) copy any features, functions or graphics of the Services; (vi) allow Authorized User logins to be shared; (vii) remove any proprietary notices or labels; or (viii) use the Services to: (a) send unsolicited or unlawful messages; (b) send or store infringing, obscene, threatening, harmful, libelous, or otherwise unlawful material, including material harmful to children or violative of privacy rights; (c) send or store material containing software viruses or other harmful code; (d) interfere with or disrupt the integrity or performance of the Service; (e) attempt to gain unauthorized access to the Service or related systems; or (f) upload or distribute content promoting bigotry, racism, or discrimination. Customer will be liable for the acts and omissions of all Authorized Users in connection with this Agreement as if such acts or omissions were Customer's own.

4.2. Customer Data and Acceptable Use. Customer's use of the Services, including all Hosted Customer Applications, is subject to the Acceptable Use Policy at builder.io/legal/aup, incorporated into this Agreement by reference. In addition, Customer will not, and will not permit any Hosted Customer Application to, submit or process Prohibited Data except as expressly permitted in writing by Builder.

"Prohibited Data" means: (i) protected health information regulated by HIPAA; (ii) personal data of children under 18 (or the applicable age of majority); (iii) full payment card numbers subject to PCI DSS; (iv) government-issued identification numbers (e.g., Social Security Numbers); and (v) biometric data. Builder may prohibit additional data categories by updating the Acceptable Use Policy.

4.3. Customer Responsibility. Customer is solely responsible for all Hosted Customer Applications it builds, deploys, and makes available using the Services, and for all End-User Personal Data processed through any Hosted Customer Application.

4.4. Regulated and Age-Restricted Services. Customer may operate Hosted Customer Applications offering regulated or age-restricted goods or services (including gambling, financial services, alcohol, tobacco, weapons, or controlled substances) only if Customer maintains all licenses, certifications, and approvals required by applicable law. Builder may immediately suspend or disable any Hosted Customer Application that Builder reasonably believes is operating without required licenses.

4.5. Equipment. Customer shall obtain and maintain all equipment and services needed to connect to, access or otherwise use the Services, including all hardware, software, and internet access.

5. CONFIDENTIALITY; PROPRIETARY RIGHTS

5.1. Confidential Information. Each Party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party's business ("Confidential Information"). Confidential Information of Builder includes non-public information regarding features, functionality, and performance of the Service. Confidential Information of Customer includes non-public Customer Data. The Receiving Party will: (i) take reasonable precautions to protect such Confidential Information, (ii) not use any Confidential Information of the Disclosing Party except in performance of the Services or exercise of its rights under this Agreement, and (iii) not disclose to any third party any such Confidential Information except to its representatives and service providers on a need-to-know basis who are bound by comparable obligations of confidentiality. The Receiving Party is liable for any breach of this Section by its representatives and service providers. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was in the Receiving Party's possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to the Receiving Party without restriction by a third party, or (d) was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

5.2. Proprietary Rights. Builder owns and retains all right, title, and interest in and to (a) the Service and Documentation, and all improvements, enhancements, and modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, and (c) all intellectual property rights related to any of the foregoing. Nothing in this Agreement will be construed to grant Customer any ownership interest in the foregoing. Customer owns and retains all right, title, and interest in and to the Customer Data and all improvements, enhancements, and modifications thereto, and all intellectual property rights related to any of the foregoing. Nothing in this Agreement will be construed to grant Builder any ownership interest in the Customer Data.

5.3. License. Customer grants Builder the right to use Customer Data during the Service Term to provide the Services. Unless Customer is on an Enterprise Order Form, Builder reserves the right to use Customer Data to train, retrain, fine-tune, or otherwise develop its artificial intelligence and machine-learning models. Customers on an Enterprise Order Form are excluded from this use, and Builder will not use their Customer Data for AI training purposes.

5.4. Feedback. Customer may from time to time provide Builder with suggestions, comments, or other feedback with respect to the Services ("Feedback"). Builder may use Feedback for any purpose, including improving the Services, without any obligation to Customer.

5.5. Usage Data. Notwithstanding anything else in this Agreement or otherwise, Builder may monitor Customer's use of the Service and use data and information related to such use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Service. Builder retains all intellectual property rights in such aggregate and anonymous data.

6. FEES; PAYMENT

6.1. Fees. Customer will pay Builder the fees set forth in the Order Form ("Fees"). All Fees are non-refundable except as expressly provided in this Agreement.

6.2. Invoicing and Payment. Builder will invoice Customer in accordance with the Order Form. Payment terms are net thirty (30) days from receipt of invoice unless otherwise specified in the Order Form. If Builder permits payment via credit card, Customer authorizes Builder to charge subscription fees upfront and monthly fees in accordance with this Section 6.

6.3. Overdue Fees. If any amount owing by Customer is five (5) or more days overdue, Builder may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under all Order Forms so that all such obligations become immediately due and payable, and suspend the Services until such amounts are paid in full.

6.4. Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature. Customer is responsible for paying all taxes associated with Customer's purchases under this Agreement, excluding taxes based on Builder's net income.

6.5. Fee Changes. Builder may change the Fees for any Services upon thirty (30) days' written notice to Customer. Fee changes will take effect at the start of Customer's next renewal term.

6.6. On-Demand and Contracted Rates. Customer may elect to add Service capacity at either the on-demand rates or, for Enterprise Order Forms only, the contracted rates set forth in the Order Form. In the event that Customer elects the contracted rates, Customer must enter into an amended Order Form with Builder reflecting such election. Following the Parties' execution of the amended Order Form, Customer will be invoiced the new contracted rate for the existing Service Term, pro-rated for the remainder of the Service Term, and net of the prepaid subscription fee originally paid by Customer for such Service Term. If Customer exceeds its Service capacity and does not enter into such amended Order Form for new contracted rates, then Customer will automatically be invoiced (or charged via credit card, if applicable) at the on-demand rates for the excess capacity.

6.7. Publish Product Visual Views. For Publish product subscriptions only, Customer agrees that Builder requires the use of a pixel on Customer's digital property to count Visual Views and determine the Fees owed. Customer will not remove, block, or in any way prevent the inclusion or operation of the pixel while using the Service. For Enterprise Order Forms only, any unused Visual View in a calendar month that is associated with an organization ID will rollover to the following month and increase the applicable service capacity by such unused amount for that subsequent month for the same organization ID within the same annual subscription term. Unused Visual Views will roll over within the same annual subscription term, not subsequent renewals. A "Visual View" is an instance of a page on Customer's digital property being rendered or loaded which contains one or more Builder.io-created or Builder.io-managed visual content model content entries, and such additional models that may be added from time to time.

7. TERM AND TERMINATION

7.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all Order Forms hereunder have expired or been terminated.

7.2. Term of Order Forms. Each Order Form will specify its own service term (the "Service Term"). Unless otherwise specified, Order Forms automatically renew for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

7.3. Termination for Cause. Either party may terminate this Agreement or any Order Form immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice, and with respect to payment, Customer fails to cure payment obligations within five (5) days after written notice; or (b) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.

7.4. Suspension. Builder may immediately suspend Customer's access to the Services without liability if: (a) Customer's account is five (5) or more days overdue; (b) Customer has violated the AUP; or (c) Customer's use of the Services poses a security risk or may harm Builder or third parties.

7.5. Effect of Termination. Upon any termination, (i) Customer's access and use rights to the Services will immediately terminate; (ii) if applicable, Customer will pay all outstanding Fees; (iii) Customer shall not be entitled to refund of prepaid Fees except upon termination by Customer for cause and then only pro-rated for the remaining unused Service Term; and (iv) Builder will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, after which Builder may delete stored Customer Data.

7.6. Survival. The following sections will survive termination: Sections 1, 5.1, 5.2, 6, 7.5, 7.6, 8, 9, 10, 11, and 12.

8. REPRESENTATIONS AND WARRANTIES

8.1. Mutual Representations and Warranties. Each party represents and warrants that: (a) it has full right and authority to enter into, execute, and perform its obligations and grant the rights under this Agreement; (b) the execution and performance of this Agreement does not and will not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws in connection with this Agreement.

8.2. Additional Builder Representations and Warranties. Builder represents and warrants that: (a) the Services will perform materially in accordance with the applicable Documentation; and (b) Builder will implement and maintain appropriate technical and organizational measures to protect Customer Data, as further described in the Security Addendum.

8.3. Additional Customer Representations and Warranties. Customer represents and warrants that: (a) it owns or has the right to use all Customer Data and to grant the rights and licenses set forth in this Agreement; (b) Customer Data does not violate any third party's intellectual property, privacy, or other rights; (c) Customer Data does not contain any material that violates this Agreement or the AUP; (d) Customer will not submit Prohibited Data to the Services except as expressly permitted herein; (e) it is not located in, organized under the laws of, or owned or controlled by any person or entity subject to sanctions administered by the U.S. Office of Foreign Assets Control (OFAC) or any other applicable sanctions authority; and (f) it will not use the Services in any manner that would violate applicable export control or sanctions laws. For the avoidance of doubt, this clause places the compliance representation on Customer and does not require Builder to implement signup geo-blocking or active sanctions screening.

8.4. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND BUILDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BUILDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. PRIVACY; SECURITY

9.1. Each Party will comply with all Data Protection Laws applicable to it in connection with this Agreement. Each Party will implement and maintain reasonable administrative, physical and technical security procedures and practices appropriate to protect Personal Data under its control. Each Party will notify the other without unreasonable delay after becoming aware of a personal data security breach with respect to the Services.

9.2. Customer represents and warrants that it has, and will maintain, all rights, consents, and a valid lawful basis required to collect and process Customer Data, and that its Hosted Customer Applications comply with Data Protection Laws. Where a Hosted Customer Application collects End-User Personal Data, Customer will maintain and make available to End Users a privacy notice that complies with applicable Data Protection Laws.

9.3. To the extent applicable, the parties will comply with their respective obligations set forth in the Data Processing Addendum located at builder.io/legal/edpa, which is incorporated into this Agreement by reference.

10. INDEMNIFICATION

10.1. By Builder. Builder will defend, indemnify, and hold harmless Customer from and against any loss, liability, damage, or expense (including reasonable attorneys' fees) to the extent arising out of any third party claim that the Services, as provided by Builder and used by Customer in accordance with this Agreement, infringe any patent, copyright, trademark, trade secret, or other intellectual property right of a third party.

10.2. By Customer. Customer will defend, indemnify, and hold harmless Builder from and against any loss, liability, damage, or expense (including reasonable attorneys' fees) to the extent arising out of any third party claim relating to: (a) Customer Data, including Hosted Customer Applications; (b) Customer's use of the Services in violation of this Agreement; (c) Customer's End-User Personal Data; or (d) Customer's failure to comply with applicable Data Protection Laws.

10.3. Procedure. The indemnifying party's obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party of the claim; (b) giving the indemnifying party sole control of the defense and settlement; and (c) providing reasonable cooperation. The indemnifying party will not settle any claim on any terms or in any manner that adversely affects the rights of the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld.

10.4. Exclusions. Builder's indemnification obligations do not apply to the extent a claim arises from: (a) Customer Data or any Hosted Customer Application; (b) modification of the Services by anyone other than Builder; or (c) use of the Services in combination with products not provided by Builder.

11. LIMITATIONS OF LIABILITY

11.1. EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY BREACH OF SECTION 5.1 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, ANY BREACH OF SECTION 5.1 (CONFIDENTIALITY), AND OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION), EACH PARTY'S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNTS PAID AND PAYABLE BY CUSTOMER TO BUILDER UNDER THIS AGREEMENT IN THE FIRST 12 MONTHS OF THIS AGREEMENT; PROVIDED, THAT LIABILITY RELATING TO THE PROCESSING OF PERSONAL DATA AND ANY PERSONAL DATA BREACHES, INCLUDING INDEMNIFICATION RELATING THERETO, IS LIMITED TO $1,000,000.

12. MISCELLANEOUS

12.1. Governing Law. This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. The parties consent to exclusive jurisdiction in the state and federal courts located in San Francisco, California.

12.2. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

12.3. Publicity. Customer agrees that Builder may refer to Customer's name and logo in Builder's customer lists, website, and in marketing or promotional materials, subject to Customer's standard trademark usage guidelines.

12.4. Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Builder may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.5. Entire Agreement. This Agreement, including all Order Forms and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

12.6. Notices. All notices under this Agreement will be in writing and delivered by email or overnight courier to the addresses set forth in the Order Form.

12.7. Incorporated Policies. The following documents are incorporated into this Agreement by reference and form part of it. In the event of a conflict between this Agreement and any incorporated document with respect to the subject matter of that document, the incorporated document prevails:

• Data Processing Addendum — builder.io/legal/edpa
• Acceptable Use Policy — builder.io/legal/aup
• DMCA Policy — builder.io/legal/dmca
• Security Addendum — builder.io/legal/security-addendum
• Suspension, Takedown & Data-Handling Policy — builder.io/legal/takedown
• Law Enforcement Request Policy — builder.io/legal/law-enforcement