Terms and Conditions of Use

1.1 Binding Agreement

These Terms and Conditions of Use (the “Agreement” or “Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and PDS Build, operated by PDS Health and Covenant Real Estate Group (collectively, “Company,” “we,” “us,” or “our”), governing your access to and use of the PDS Build website and project management platform (the “Site” or “Platform”).

1.2 Independent Entity Status

PDS Build is an independent, privately-held entity that is not owned by, controlled by, or affiliated with PDS Health or Covenant Real Estate Group. PDS Build operates as a separate legal entity and provides the Site as a technology platform and service to authorized users, including PDS Health and Covenant Real Estate Group, pursuant to separate written agreements. PDS Build maintains no ownership interest, management authority, or operational control over PDS Health, Covenant Real Estate Group, or their respective construction projects, business operations, or contractual relationships. The authorized use of this Site by PDS Health and Covenant Real Estate Group does not create any partnership, joint venture, agency, employment, or other business relationship between PDS Build and these entities beyond that of platform provider and authorized user.

1.3 Acceptance of Terms

By accessing, browsing, or using the Site in any manner, including but not limited to visiting, viewing content, uploading materials, or utilizing project management features, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms in their entirety, you are expressly prohibited from using the Site and must discontinue use immediately.

1.4 Modifications to Terms

We reserve the right, in our sole discretion, to modify, amend, or replace these Terms at any time. Material changes will be notified to registered users via email or through prominent notice on the Site at least thirty (30) days prior to the effective date of such changes. Your continued use of the Site following the posting of revised Terms constitutes your acceptance of such changes. It is your responsibility to review these Terms periodically for updates.

1.5 Eligibility

The Site is intended for use by individuals who are at least eighteen (18) years of age and have the legal capacity to enter into binding contracts. By using the Site, you represent and warrant that you meet these eligibility requirements. If you are accessing the Site on behalf of a corporate entity or organization, you represent and warrant that you have the authority to bind such entity to these Terms.

2.1 Platform Purpose

The Site serves as a comprehensive project management platform specifically designed for construction projects undertaken by PDS Health and Covenant Real Estate Group. The Platform facilitates collaboration, document management, progress tracking, communication, and other project-related activities for authorized stakeholders, including but not limited to contractors, subcontractors, architects, engineers, consultants, and project owners.

2.2 Authorized User Relationship and Liability Disclaimer

PDS Health and Covenant Real Estate Group are authorized to use this Site pursuant to separate written consent agreements with PDS Build. PDS BUILD EXPRESSLY DISCLAIMS AND ASSUMES NO LIABILITY WHATSOEVER FOR ANY CONTENT, INFORMATION, DOCUMENTS, MATERIALS, DATA, COMMUNICATIONS, PROJECTS, OR ACTIONS POSTED, UPLOADED, SHARED, TRANSMITTED, OR UNDERTAKEN BY PDS HEALTH, COVENANT REAL ESTATE GROUP, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, CONSULTANTS, OR OTHER REPRESENTATIVES (COLLECTIVELY, “AUTHORIZED USER CONTENT AND ACTIVITIES”).

PDS Build functions solely as a neutral technology platform provider and has no involvement in, responsibility for, or liability relating to:

• The accuracy, completeness, legality, quality, safety, or suitability of any Authorized User Content and Activities;
• Any construction projects, building plans, specifications, designs, engineering documents, or architectural drawings uploaded or managed through the Site;
• Compliance with building codes, safety regulations, construction standards, or any applicable laws or regulations related to construction projects;
• Any contractual obligations, disputes, or relationships between PDS Health, Covenant Real Estate Group, and third parties including but not limited to contractors, subcontractors, suppliers, clients, or government agencies;
• Any defects, deficiencies, errors, omissions, or negligence in construction work, project management, or professional services;
• Any personal injury, property damage, economic loss, or other damages arising from construction projects or Authorized User Content and Activities;
• Any representations, warranties, promises, or statements made by PDS Health, Covenant Real Estate Group, or their representatives;
• The conduct, actions, decisions, or professional judgments of any employees, agents, contractors, or representatives of PDS Health or Covenant Real Estate Group;
• Any failure to meet project deadlines, budget constraints, quality standards, or contractual obligations;
• Any intellectual property infringement, privacy violations, or other legal claims arising from Authorized User Content and Activities.

EACH AUTHORIZED ENTITY (PDS HEALTH AND COVENANT REAL ESTATE GROUP) ASSUMES FULL, COMPLETE, AND EXCLUSIVE RESPONSIBILITY AND LIABILITY FOR:

• All Authorized User Content and Activities they submit to or share through the Site;
• The accuracy, completeness, legality, and safety of all information, documents, and materials they provide;
• Compliance with all applicable federal, state, and local laws, regulations, codes, and standards related to their construction projects and business operations;
• All contractual obligations and relationships with third parties;
• Any claims, damages, losses, liabilities, costs, or expenses arising from their use of the Site, their construction projects, or their business operations;
• The conduct, actions, and professional competence of their employees, agents, contractors, subcontractors, consultants, and representatives;
• Obtaining all necessary permits, licenses, approvals, and insurance for their construction projects;
• Maintaining adequate insurance coverage for their operations and projects;
• Any breach of intellectual property rights, confidentiality obligations, or privacy laws.

Users of the Site acknowledge and agree that PDS Build acts solely as a passive technology service provider and conduit for information sharing. PDS Build does not review, approve, endorse, verify, or assume any responsibility for Authorized User Content and Activities. PDS Build has no duty to monitor, investigate, or take action regarding Authorized User Content and Activities, except as may be required by law or these Terms. Any reliance on Authorized User Content and Activities is at the user’s own risk.

IN NO EVENT SHALL PDS BUILD BE LIABLE FOR ANY CLAIMS, DAMAGES, LOSSES, COSTS, OR EXPENSES ARISING OUT OF OR RELATED TO AUTHORIZED USER CONTENT AND ACTIVITIES, CONSTRUCTION PROJECTS, OR THE BUSINESS OPERATIONS OF PDS HEALTH OR COVENANT REAL ESTATE GROUP, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

2.3 Service Availability

While we strive to maintain continuous availability of the Site, we do not guarantee uninterrupted or error-free operation. The Site may be temporarily unavailable due to maintenance, updates, technical difficulties, or circumstances beyond our reasonable control. We reserve the right to suspend, modify, discontinue, or restrict access to any or all portions of the Site at any time without prior notice or liability.

3.1 Account Registration

Access to certain features of the Site requires registration and creation of a user account. You agree to provide accurate, current, and complete information during the registration process and to update such information promptly to maintain its accuracy. Providing false, misleading, or incomplete information may result in immediate termination of your account.

3.2 Account Security and Confidentiality

You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to:

• Use a strong, unique password and change it periodically;
• Not share your account credentials with any third party;
• Restrict access to your computer, mobile device, and account;
• Notify us immediately of any unauthorized use of your account or any other security breach;
• Accept responsibility for all activities that occur under your account, whether authorized by you or not.

We are not liable for any loss or damage arising from your failure to comply with these security obligations. You agree to indemnify and hold us harmless from any claims resulting from unauthorized use of your account.

3.3 Account Termination

We reserve the right to suspend or terminate your account and access to the Site, with or without cause and with or without notice, including but not limited to situations where you violate these Terms, engage in fraudulent or illegal activities, or fail to comply with applicable laws or regulations. Upon termination, your right to use the Site will immediately cease, and we may delete your account and all associated data without liability.

4.1 Permitted Use

The Site is provided solely for lawful business purposes related to construction project management for PDS Health and Covenant Real Estate Group projects. You agree to use the Site only for its intended purpose and in compliance with all applicable federal, state, and local laws, regulations, and ordinances.

4.2 Prohibited Activities

You expressly agree not to engage in any of the following prohibited activities:

• Using the Site for any unlawful purpose or in violation of these Terms;
• Attempting to gain unauthorized access to any portion of the Site, other user accounts, or computer systems or networks connected to the Site;
• Interfering with or disrupting the Site, servers, or networks, or violating any requirements, procedures, policies, or regulations of networks connected to the Site;
• Using any automated systems, including but not limited to robots, spiders, scrapers, or offline readers, to access the Site without our express written permission;
• Transmitting any viruses, worms, malware, or any code of a destructive nature;
• Collecting or harvesting any personally identifiable information from the Site without consent;
• Impersonating or misrepresenting your affiliation with any person or entity;
• Uploading, posting, or transmitting content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, or racially or ethnically offensive;
• Infringing upon the intellectual property rights, privacy rights, or other rights of third parties;
• Engaging in any activity that could damage, disable, overburden, or impair the Site or interfere with any other party’s use of the Site;
• Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code of the Site;
• Using the Site to transmit unsolicited commercial communications or spam;
• Circumventing or disabling any security features or access controls of the Site.

4.3 Enforcement

We reserve the right, but have no obligation, to monitor user activity, investigate violations, and take appropriate action, including but not limited to removing content, suspending or terminating accounts, and reporting violations to law enforcement authorities. We may also cooperate with law enforcement agencies in investigating suspected criminal violations.

5.1 Company Proprietary Rights

The Site and all of its content, features, and functionality, including but not limited to all information, software, text, displays, images, video, audio, graphics, photographs, drawings, plans, specifications, designs, logos, trademarks, service marks, and the design, selection, and arrangement thereof (collectively, the “Company Content”), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

5.2 Limited License to Users

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site solely for authorized business purposes related to PDS Health and Covenant Real Estate Group construction projects. This license does not include any right to:

• Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Company Content, except as expressly permitted by these Terms or with our prior written consent;
• Use any Company Content for commercial purposes outside the scope of your business relationship with us;
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Site or Company Content.

5.3 Trademarks

The Company’s name, logos, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

5.4 Third-Party Trademark License

PDS Health and Covenant Real Estate Group have granted PDS Build a limited, non-exclusive, revocable license to display their respective names, logos, trademarks, service marks, and branding materials (collectively, “Authorized User Marks”) on the Site solely for the purpose of identifying them as authorized users of the Platform and facilitating project management services. This license is strictly limited to the operation of the Site and does not grant PDS Build any ownership rights in the Authorized User Marks. PDS Build shall not use the Authorized User Marks for any purpose beyond the scope expressly authorized by the trademark owners. Each trademark owner retains all rights, title, and interest in and to their respective Authorized User Marks.

6.1 Definition of User Content

The Site allows users to upload, submit, store, share, and display various types of content, including but not limited to project documents, drawings, specifications, photographs, videos, comments, messages, reports, and other materials (collectively, “User Content”). User Content includes both content submitted by you and content submitted by other users.

6.2 License Grant by Users

By submitting, posting, or uploading User Content to the Site, you hereby grant to the Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, fully paid-up, transferable, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit such User Content in any and all media, formats, and channels now known or later developed, for any purpose related to the operation of the Site, provision of services, project management activities, and the Company’s business operations. This license includes the right to make your User Content available to other users of the Site who have appropriate access permissions.

6.3 User Representations and Warranties

You represent and warrant that:

• You own or have obtained all necessary rights, licenses, consents, permissions, and authority to submit User Content and grant the license set forth above;
• Your User Content does not and will not infringe, violate, or misappropriate any third-party intellectual property rights, privacy rights, publicity rights, or other proprietary or personal rights;
• Your User Content does not contain any confidential or proprietary information of third parties that you are not authorized to disclose;
• Your User Content does not contain any viruses, malware, or other harmful code;
• Your User Content complies with all applicable laws and regulations and does not violate these Terms;
• All information contained in your User Content is accurate and not misleading.

6.4 Responsibility for User Content

You are solely responsible for all User Content that you submit, and you acknowledge and agree that we act merely as a passive conduit for the distribution and publication of User Content. We do not pre-screen User Content and assume no liability for User Content or for any loss or damage resulting therefrom. However, we reserve the right to review, monitor, edit, or remove User Content at any time and for any reason, including if we believe it violates these Terms or applicable law, without prior notice or liability.

6.5 Retention and Deletion

While we strive to maintain the availability of User Content, we do not guarantee permanent storage and are not responsible for the deletion, failure to store, loss, or corruption of any User Content. You are responsible for maintaining backup copies of all important User Content. We may, in our sole discretion, establish limits on storage capacity and may delete User Content that exceeds such limits or has been inactive for an extended period.

6.6 Confidential Information

The Company acknowledges that User Content may contain confidential, proprietary, or sensitive information related to construction projects. We agree to implement reasonable security measures to protect such information in accordance with our Privacy Policy and applicable law. However, no method of electronic transmission or storage is completely secure, and we cannot guarantee absolute security. You acknowledge this inherent risk when submitting User Content.

7.1 Third-Party Links and Resources

The Site may contain links to third-party websites, applications, services, or resources (“Third-Party Content”) that are not owned or controlled by the Company. These links are provided solely for your convenience and do not imply endorsement, sponsorship, or recommendation by the Company.

7.2 Disclaimer Regarding Third-Party Content

We have no control over and assume no responsibility for the content, accuracy, privacy policies, practices, or opinions expressed on any Third-Party Content. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Content. We strongly advise you to review the terms and conditions and privacy policies of any Third-Party Content that you access.

7.3 Third-Party Services

The Site may integrate with or utilize third-party services, tools, or plugins to enhance functionality. Your use of such third-party services may be subject to additional terms and conditions imposed by those third parties. We are not responsible for any issues arising from your use of third-party services.

8.1 Privacy Policy

Your use of the Site is also governed by our Privacy Policy, which describes how we collect, use, disclose, and protect your personal information. By using the Site, you consent to the collection and use of information as described in our Privacy Policy. Please review our Privacy Policy carefully to understand our practices.

8.2 California Privacy Rights

If you are a California resident, you have specific rights under the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), including the right to know what personal information we collect, the right to delete personal information, the right to opt-out of the sale or sharing of personal information, and the right to non-discrimination for exercising your privacy rights. For detailed information about your California privacy rights and how to exercise them, please refer to our Privacy Policy or contact us at info@pdsbuild.com.

California Civil Code Section 1798.83 permits California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please contact us at info@pdsbuild.com with “California Shine the Light Request” in the subject line.

8.3 Construction Project Data

You acknowledge that information uploaded to the Site, including project plans, specifications, photographs, reports, and communications, may be accessed by other authorized users associated with the relevant construction project, including employees, contractors, subcontractors, consultants, and clients of PDS Health and Covenant Real Estate Group.

8.4 Cross-Border Data Transfers

Given that PDS Build is based in California and certain authorized users (including PDS Health and Covenant Real Estate Group) are based in Nevada, you acknowledge that your information may be transferred to, stored, and processed in California or other jurisdictions where our service providers operate. By using the Site, you consent to such transfers.

9.1 “As Is” and “As Available” Basis

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. To the fullest extent permissible pursuant to applicable law, the Company disclaims all warranties, express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, and any warranties arising from course of dealing or usage of trade.

9.2 No Warranty of Accuracy or Reliability

The Company makes no warranty, representation, or guarantee that:

• The Site will meet your requirements or expectations;
• The Site will be uninterrupted, timely, secure, or error-free;
• The results obtained from the use of the Site will be accurate, complete, or reliable;
• Any errors, bugs, or defects in the Site will be corrected;
• The Site or the servers that make the Site available are free of viruses, malware, or other harmful components;
• User Content uploaded to the Site will be preserved, stored, or remain accessible;
• The quality of any information, products, services, or materials obtained through the Site will meet your expectations.

9.3 Informational Purposes Only

The content provided on the Site, including but not limited to project information, drawings, specifications, photographs, schedules, and documents, is for informational and project management purposes only and should not be relied upon as the sole basis for decision-making. The Company does not warrant the accuracy, completeness, or suitability of such content for any particular purpose. Users should verify all critical information independently and consult with appropriate professionals before making decisions.

9.4 Professional Advice Disclaimer

The Site does not provide professional advice, including but not limited to legal, financial, engineering, architectural, or construction advice. Any information provided on the Site should not be construed as professional advice and should not replace consultation with qualified professionals. You should seek appropriate professional advice before taking any action based on information obtained from the Site.

9.5 State-Specific Disclaimers

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

10.1 Scope of PDS Build’s Liability

PDS BUILD’S LIABILITY IS STRICTLY LIMITED TO THE OPERATION AND FUNCTIONALITY OF THE TECHNOLOGY PLATFORM ITSELF. PDS Build’s sole responsibility is to provide and maintain the Site as a software-as-a-service technology platform. PDS Build’s liability, if any, extends only to:

• Technical failures, bugs, or defects in the platform software that prevent basic functionality;
• Unreasonable or prolonged downtime of the Site due to PDS Build’s negligence (excluding scheduled maintenance, force majeure events, or third-party service failures);
• Material breaches of data security protocols that are directly caused by PDS Build’s gross negligence or willful misconduct in maintaining industry-standard security measures;
• PDS Build’s own violations of these Terms.

PDS BUILD HAS ABSOLUTELY NO LIABILITY FOR:

• Construction Projects: Any aspect of construction projects including but not limited to design, planning, engineering, architecture, workmanship, materials, safety, compliance with building codes, project management, scheduling, budgeting, or completion;
• User Content: The accuracy, completeness, quality, legality, safety, or suitability of any content, documents, plans, specifications, drawings, photographs, reports, or communications uploaded, posted, or shared by users;
• Professional Services: Any professional services, advice, decisions, or judgments provided by architects, engineers, contractors, project managers, or other professionals using the Site;
• Third-Party Relationships: Any contractual relationships, disputes, claims, or liabilities between users and third parties including contractors, subcontractors, suppliers, clients, consultants, or government agencies;
• Regulatory Compliance: Users’ compliance or non-compliance with building codes, zoning laws, safety regulations, environmental laws, labor laws, or any other applicable regulations;
• Personal Injury or Property Damage: Any injuries, deaths, property damage, or economic losses arising from construction projects, site conditions, work practices, or user activities;
• Project Outcomes: Delays, cost overruns, defects, deficiencies, failures, or any other negative outcomes related to construction projects;
• User Decisions: Any decisions, actions, or omissions by users based on information accessed through the Site;
• Data Loss by Users: Loss, corruption, or deletion of user content due to user error, user’s failure to maintain backups, or circumstances outside PDS Build’s reasonable control;
• Unauthorized Access: Unauthorized access to user accounts resulting from users’ failure to maintain password security or users sharing login credentials;
• Third-Party Integrations: Failures, errors, or security breaches in third-party services, tools, or integrations used in connection with the Site;
• Internet or Network Issues: Internet connectivity problems, network failures, or telecommunications issues outside PDS Build’s control.

Users acknowledge and agree that PDS Build is a technology platform provider only and has no expertise in, responsibility for, or involvement with construction, architecture, engineering, project management, or any other professional services related to construction projects. Users assume all risks and liabilities associated with their construction projects, business operations, and professional services.

10.2 General Limitation

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Cap on Liability

To the maximum extent permitted by applicable law, the total aggregate liability of the Company and its affiliates, officers, directors, employees, agents, partners, licensors, and suppliers for all claims arising out of or relating to these Terms or your use of the Site, whether in contract, tort (including negligence), or otherwise, shall not exceed the amount of fifty dollars ($50.00) or the amount paid by you, if any, for accessing the Site during the twelve (12) months preceding the date the claim arose, whichever is greater.

This liability cap applies only to claims directly related to PDS Build’s operation of the technology platform itself and does not apply to any claims related to construction projects, user content, or activities of PDS Health, Covenant Real Estate Group, or other users, for which PDS Build has zero liability.

10.4 Specific Exclusions

The Company shall not be liable for any damages, losses, or claims resulting from:

• Your use of or reliance on the Site or any content thereon;
• Any errors, omissions, inaccuracies, or incompleteness in any content on the Site;
• Any unauthorized access to or use of our servers, your account, or any personal information or User Content stored therein;
• Any interruption or cessation of transmission to or from the Site;
• Any bugs, viruses, malware, or similar harmful components transmitted to or through the Site by any third party;
• Loss or corruption of User Content or data;
• Decisions made or actions taken based on information provided on the Site;
• Any disputes or conflicts between users of the Site;
• Any failure of third-party services integrated with the Site.

10.5 Construction Industry Specific Disclaimers

PDS BUILD SPECIFICALLY DISCLAIMS ALL LIABILITY FOR:

• Structural failures, collapses, or defects in construction projects;
• Safety violations, accidents, injuries, or deaths occurring at construction sites;
• Violations of building codes, zoning ordinances, or safety regulations;
• Defective materials, substandard workmanship, or construction defects;
• Environmental contamination, hazardous materials, or pollution;
• Mechanic’s liens, payment disputes, or contractor bond claims;
• Design errors, engineering mistakes, or architectural deficiencies;
• Permit denials, inspection failures, or regulatory enforcement actions;
• Project delays, schedule slippage, or missed deadlines;
• Cost overruns, budget failures, or financial losses on projects;
• Warranty claims, latent defects, or construction litigation;
• Professional liability claims against architects, engineers, or contractors;
• Any other construction-related claims, damages, or liabilities of any nature.

These construction-related matters are solely the responsibility of the project owners, contractors, architects, engineers, and other construction professionals involved in the projects. PDS Build has no role, responsibility, or liability whatsoever for construction projects or outcomes.

10.6 Basis of the Bargain

You acknowledge and agree that the disclaimers and limitations of liability set forth in these Terms reflect a reasonable and fair allocation of risk between you and the Company and are fundamental elements of the basis of the bargain between you and the Company. The Site would not be provided without such limitations.

11.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless the Company, PDS Health, Covenant Real Estate Group, and their respective parent companies, subsidiaries, affiliates, officers, directors, employees, agents, partners, licensors, suppliers, contractors, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

• Your access to or use of the Site;
• Your violation of these Terms or any applicable law or regulation;
• Your violation of any rights of a third party, including intellectual property rights, privacy rights, or contractual rights;
• Any User Content you submit, post, or transmit through the Site;
• Your breach of any representation or warranty contained in these Terms;
• Any negligent or willful misconduct by you;
• Any dispute between you and another user of the Site.

11.2 Defense and Settlement

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree not to settle any such matter without our prior written consent. This indemnification obligation will survive termination of these Terms and your use of the Site.

12.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, United States of America, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than the State of California.

12.2 Multi-State Users

PDS Build acknowledges that certain authorized users, including PDS Health and Covenant Real Estate Group, may be based in Nevada or other states. While these Terms are governed by California law, users located in other states retain any mandatory consumer protection rights provided by their home state’s laws that cannot be waived by contract. Nothing in these Terms shall be construed to limit any rights you may have under the laws of your state of residence that cannot be contractually waived.

12.3 Jurisdiction and Venue

Subject to the arbitration provisions below, you agree that any legal action or proceeding arising out of or relating to these Terms or the Site shall be brought exclusively in the federal or state courts located in Riverside County, California, and you irrevocably consent to the personal jurisdiction and venue of such courts. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

12.4 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. Any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, “Disputes”), shall be determined by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, except as modified by this Section.

The arbitration shall be conducted by a single arbitrator. The arbitration shall take place in Riverside County, California, unless the parties agree otherwise. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction. Each party shall bear its own costs and attorneys’ fees, unless the arbitrator determines otherwise in accordance with applicable law.

You understand and agree that by agreeing to arbitrate, you are waiving the right to a trial by jury and the right to participate in a class action lawsuit or class-wide arbitration.

12.5 California Consumer Rights Notice

Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

12.6 Exceptions to Arbitration

Notwithstanding the foregoing, the following Disputes are not subject to arbitration and may be adjudicated only in the courts identified in Section 12.3:

• Any claim seeking emergency injunctive relief to prevent irreparable harm;
• Any claim for infringement or misappropriation of intellectual property rights;
• Any claim within the jurisdiction of small claims court, provided the claim remains in such court and is brought only on an individual basis.

12.7 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION OR PROCEEDING. Unless both you and the Company agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative, class, or collective proceeding.

12.8 Arbitration Opt-Out Right (California Residents)

If you are a California resident, you have the right to opt out of the arbitration provision within thirty (30) days of first accepting these Terms by sending written notice of your decision to opt out to info@pdsbuild.com with the subject line “ARBITRATION OPT-OUT.” Your notice must include your name, address, email address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, all other parts of these Terms will continue to apply, and disputes will be resolved in the courts identified in Section 12.3.

12.9 Time Limitation on Claims

You agree that any claim or cause of action arising out of or related to these Terms or the Site must be filed within one (1) year after such claim or cause of action arose, or such claim or cause of action shall be forever barred, regardless of any statute or law to the contrary.

13.1 Right to Modify

We reserve the right to modify, suspend, discontinue, or restrict access to all or any portion of the Site, including features, functionality, or content, at any time, with or without notice, and without liability to you or any third party. We may also impose limits on certain features or restrict your access to parts or all of the Site without notice or liability.

13.2 Updates and Maintenance

From time to time, we may perform scheduled or unscheduled maintenance, updates, or repairs on the Site, which may result in temporary unavailability or degraded performance. We will endeavor to provide advance notice of scheduled maintenance when practicable, but are not obligated to do so.

14.1 Termination by Company

We may terminate or suspend your access to the Site immediately, with or without cause, with or without notice, and with or without liability, for any reason including, but not limited to, breach of these Terms, violation of applicable law, failure to pay fees (if applicable), extended periods of inactivity, or at our sole discretion. Upon termination, your right to use the Site will immediately cease.

14.2 Termination by User

You may terminate your account and cease using the Site at any time by providing written notice to us at the contact information provided below. Termination of your account does not relieve you of any obligations incurred prior to termination.

14.3 Effect of Termination

Upon termination of your account or access to the Site:

• All rights and licenses granted to you under these Terms will immediately cease;
• You must immediately cease all use of the Site;
• We may delete your account and all associated User Content without liability;
• Sections of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 5 (Intellectual Property Rights), 6.2 (License Grant by Users), 9 (Disclaimers and Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Governing Law and Dispute Resolution), and 17 (Miscellaneous).

15.1 DMCA Policy

The Company respects the intellectual property rights of others and expects users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), we will respond expeditiously to claims of copyright infringement committed using the Site if such claims are reported to our designated Copyright Agent.

15.2 Copyright Infringement Notification

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the Site, please notify our Copyright Agent in accordance with the DMCA. Your notice must include substantially the following:

• A physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing, including information reasonably sufficient to permit us to locate the material on the Site;
• Your contact information, including address, telephone number, and email address;
• A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our designated Copyright Agent can be contacted at: info@pdsbuild.com

15.3 Counter-Notification

If you believe that material you posted on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with our Copyright Agent. Please note that under the DMCA, any person who knowingly materially misrepresents that material was removed or disabled by mistake or misidentification may be subject to liability.

15.4 Repeat Infringer Policy

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also, in our sole discretion, limit access to the Site and terminate the accounts of any users who infringe the intellectual property rights of others.

16.1 Compliance with Export Laws

The Site and related technology may be subject to export controls under U.S. laws and regulations, including the Export Administration Regulations (“EAR”) and economic sanctions programs administered by the Office of Foreign Assets Control (“OFAC”). You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and you are not on any U.S. government list of prohibited or restricted parties.

16.2 User Obligations

You agree not to access or use the Site in violation of any U.S. export embargo, prohibition, or restriction. You agree to comply with all applicable export and re-export control laws and regulations in connection with your use of the Site.

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or additional terms published by us on the Site, constitute the entire agreement between you and the Company regarding your use of the Site and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

17.2 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

17.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect.

17.4 Waiver

No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of the Company.

17.5 Force Majeure

The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials (“Force Majeure Events”). In the event of a Force Majeure Event, our performance shall be excused for the duration of such event.

17.6 No Agency Relationship

No agency, partnership, joint venture, fiduciary, or employment relationship is created between you and the Company as a result of these Terms or your use of the Site. You may not make any representations on behalf of or bind the Company in any manner.

17.7 Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto, except as expressly provided for the Indemnified Parties in Section 11.

17.8 Notices

All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and addressed to the parties at the addresses set forth in Section 18 below. Notices to you may be delivered via email to the email address associated with your account, and such notice shall be deemed given upon sending. Notices to the Company must be sent via email or certified mail and shall be deemed given upon receipt.

17.9 Electronic Communications

By using the Site, you consent to receiving electronic communications from us, including emails, text messages, mobile push notices, or notices and messages on the Site. These communications may include notices about your account, transactional information, and promotional messages. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You may opt out of receiving promotional communications by following the unsubscribe instructions provided in such communications.

17.10 Headings

The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

17.11 Interpretation

As used in these Terms, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” and “hereunder” and words of similar import refer to these Terms as a whole and not to any particular provision. The use of “or” is not intended to be exclusive unless expressly indicated otherwise.

17.12 Language

These Terms are drafted in the English language. In the event these Terms are translated into other languages and there is a discrepancy between the English version and any translated version, the English version shall prevail.

17.13 Survival

All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity obligations, and limitations of liability.