Terms of Service

1. Introduction; Parties; Acceptance of Terms

a. Parties. These Well Built Premium: Terms and Conditions of Use and Subscription Agreement (this “Agreement”) govern your access to and use of the website and newsletter operated by Well Built Solutions LLC, a Texas limited liability company (“Well Built,” “Company,” “we,” “us,” or “our”) and your purchase and use of our newsletter subscription services, including access to any associated content, archives, and related features (collectively, the “Services”). The terms “you” and “your” refer to the individual user or subscriber, and, if applicable, any entity on whose behalf such individual accesses or uses the Services, users or subscribers with team seats, enterprise bundles, or shared access provided by Well Built.

b. Binding Agreement. This Agreement constitutes a legal contract between you and Well Built BY (A) ACCESSING OR USING THE WEBSITE OR ANY SERVICES, (B) CREATING AN ACCOUNT, OR (C) CLICKING OR TAPPING ANY I AGREE, ACCEPT, OR SIMILAR BUTTON IN CONNECTION WITH THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE MEDIATION AND ARBITRATION PROVISIONS AND THE LIMITATIONS ON INJUNCTIVE RELIEF.

c. Age and Capacity. By using the Services, you represent and warrant that you and any of your users with access (a) are at least eighteen (18) years of age, or the age of majority in your jurisdiction; (b) have full legal capacity and authority to enter into this Agreement; and (c) are not barred from receiving the Services under any applicable law.

d. Amendments to Agreement. Well Built may revise or update this Agreement from time to time in its sole discretion. Any changes will be effective upon posting the updated Agreement on the website or otherwise providing notice to you, unless a later effective date is stated. Your continued use of the Services following such posting or notice constitutes your acceptance of the revised Agreement. If you do not agree to any revised terms, you must stop using the Services and cancel your subscription in accordance with Section 5.

e. Entire Agreement; Additional Terms. This Agreement, together with any other terms or policies expressly incorporated by reference herein (including any posted privacy policy), constitutes the entire agreement between you and Well Built with respect to the Services and supersedes all prior or contemporaneous agreements, understandings, representations, or communications, whether written or oral, relating to the Services. In the event of any conflict between this Agreement and any other terms or policies, this Agreement will control with respect to the Services, except as expressly stated otherwise.

2. Description of Services

a. Newsletter Service. Well Built offers a subscription-based newsletter service focused on Workday software systems and related topics (the “Newsletter”). During an active subscription term, subscribers generally receive access to written newsletters issued on a weekly basis (subject to Section 11) and to an online repository of archived newsletters (the “Archives”), as further described in this Agreement and on the website.

b. Workday Content. The Newsletter provides information regarding Workday software systems and related subject matter. Such information may include, without limitation, articles, videos, commentary, summaries, analyses, examples, and other content prepared by or for Well Built (collectively, “Content”). Well Built is an independent company and is not affiliated with, endorsed by, authorized by, sponsored by, or in any way officially connected with Workday, Inc. or any of its affiliates. References to Workday or any other third-party products, services, trademarks, or trade names are for descriptive or informational purposes only and do not imply any endorsement, affiliation, or sponsorship. This disclaimer extends to all third-party vendors, software platforms, HR technology products, and related services that may be referenced, discussed, or analyzed in the Content, regardless of whether such third parties are named or unnamed. Well Built’s independent commentary on any third-party product or service does not constitute an endorsement, partnership, or official relationship of any kind with such third party.

c. No Custom Advice or Consulting. Unless expressly agreed in a separate written contract signed by Well Built and you, the Services and Content do not constitute and are not intended to constitute individualized consulting services, implementation services, legal advice, tax advice, accounting advice, or any other professional services. The Services are general informational in nature and are provided to a broad subscription audience. You are solely responsible for obtaining appropriate advice from competent professionals before acting or refraining from acting based on any Content or other information obtained through the Services.

d. Changes to Services. Well Built reserves the right, at any time and from time to time, to modify, suspend, or discontinue any aspect of the Services or Content, in whole or in part, including the frequency, format, and scope of the Newsletter and the structure, organization, or availability of the Archives. Where practicable and appropriate, Well Built will use commercially reasonable efforts to provide notice of material changes. Your continued use of the Services following any such change constitutes your acceptance of the changed Services.

3. Founding Subscriber Status; Early Bird Pricing

a. Definition of Founding Subscriber; Qualifying Window. A “Founding Subscriber” is an individual subscriber whose subscription purchase is completed and for whom payment clears during the founding subscriber window, which runs from April 7, 2025 through April 14, 2025 (the “Founding Window”). Founding Subscriber status is determined solely by the date and successful clearance of payment and is not extended to subscriptions initiated or payments received outside of the Founding Window. Well Built reserves the right, in its sole discretion, to verify eligibility and to decline to extend Founding Subscriber status to any subscription that does not meet the foregoing criteria.

b. Early Bird Pricing; Rate Lock. The first one hundred fifty (150) individual Founding Subscribers (determined by order of successful payment clearance) (“Early Bird Subscribers”) will be entitled to the early bird subscription rate communicated at the time of purchase (the “Early Bird Rate”). The Early Bird Rate will be locked for each Early Bird Subscriber for each Renewal Term during which the Early Bird Subscriber maintains an active, continuous, uninterrupted paid individual subscription in good standing. For purposes of this Section, “active, continuous, uninterrupted subscription in good standing” means a subscription that has not lapsed, been cancelled, been terminated for cause, or been voluntarily downgraded or paused at any time after the Founding Window. Any gap, lapse, or cancellation in subscription status will permanently forfeit Early Bird Rate lock eligibility, and such subscriber will be charged at the then-current regular rate upon any resubscription. Notwithstanding anything in Section 4.e. to the contrary, Well Built will not increase the subscription fee above the Early Bird Rate for Early Bird Subscribers who remain in active, continuous, uninterrupted good standing, subject to the conditions of this Section. The Early Bird Rate lock is a personal benefit of the individual Early Bird Subscriber and does not transfer, assign, or run with any corporate reimbursement arrangement; see Section 3.h. regarding non-transferability.

c. Survival of Early Bird Rate Upon Acquisition. In the event that Well Built Solutions LLC is acquired by, merged into, or substantially all of its assets are transferred to a successor entity, Well Built will use commercially reasonable efforts to ensure that the Early Bird Rate lock described in this Section continues to be honored for eligible Early Bird Subscribers who are in active, continuous, uninterrupted good standing at the time of such acquisition, merger, or transfer, subject to the successor’s agreement to assume such obligation. Well Built does not guarantee that any successor entity will be legally bound by this provision, and Early Bird Subscribers acknowledge that enforcement of this provision against a successor entity may be subject to applicable law and the terms of any acquisition agreement.

d. Non-Transferability of Individual Founding Subscriber Status. Founding Subscriber status, Early Bird Subscriber status, and any associated Early Bird Rate lock are personal to the individual subscriber who completed the qualifying purchase during the Founding Window and are non-transferable under any circumstances. Such status and pricing benefits may not be assigned, transferred, gifted, sublicensed, or otherwise conveyed to any other person or entity, regardless of any corporate reimbursement, expense, or similar arrangement. If a subscriber’s employer or any third party reimburses or pays for the subscriber’s individual subscription as a qualifying business expense or otherwise, such payment arrangement does not transfer Founding Subscriber or Early Bird Subscriber status to the employer or any other party, and the subscription remains personal to the individual subscriber. Upon any attempted assignment or transfer of such status, or upon any cancellation or lapse of the subscription, all associated Founding Subscriber and Early Bird pricing benefits will permanently terminate.

4. Enterprise Seats; Team Subscriptions

a. Seat Ownership; Organizational Account. Enterprise subscriptions provide a specified number of seats (as set forth at the time of purchase) (each, a “Seat”) for use by individual users designated by the enterprise account holder (“Account Holder”). Each Seat is owned by and assigned to the enterprise organization, not to any individual user. Enterprise subscriptions and Seats may not be shared among users simultaneously; each Seat is for the use of one designated individual user at a time.

b. Seat Transfers; Formal Request Required. Seats may be reassigned within the enterprise organization (e.g., upon an employee’s termination, role change, or departure) solely upon a formal written request submitted by the Account Holder through the process designated by Well Built from time to time (“Seat Transfer Request”). Well Built will process Seat Transfer Requests in its reasonable discretion. Informal seat reassignments, self-directed user substitutions, or any attempt to pass account access among users without a formal Seat Transfer Request are prohibited. No seat reassignment, however effected, grants any new user access to Content that was delivered to or accessed by the prior seat holder prior to the effective date of the approved transfer; Seat transfers are prospective only. Well Built reserves the right to suspend or terminate any Seat if it determines, in its sole discretion, that a Seat has been used in violation of this Section.

c. Enterprise Pricing; Renewals. Enterprise subscription pricing is as stated at the time of purchase and is subject to change at each Renewal Term in accordance with Section 4.e. Enterprise subscriptions do not carry any locked or founding pricing rate. The Account Holder is responsible for all fees associated with the enterprise subscription, including all Seats, regardless of actual usage by designated users.

5. Subscription Perks; Discretionary Benefits

a. Nature of Perks; No Guarantee. From time to time, Well Built may make available to Founding Subscribers or other subscribers certain additional benefits, bonuses, or perks that are separate from and supplementary to the core Services described in this Agreement (“Perks”). Perks are offered at Well Built’s sole discretion as supplementary incentives and do not form part of the core Services. Unless expressly identified as a binding contractual obligation in a separate written agreement signed by Well Built, all Perks are discretionary, may be modified or discontinued at any time without notice or liability, and do not give rise to any enforceable rights, claims, or expectations on the part of any subscriber. The discontinuation or modification of any Perk does not constitute a material change to the Services, does not entitle any subscriber to a refund, credit, or discount, and does not affect the binding nature of this Agreement.

b. Security Decoded Course. Well Built intends to deliver access to the Security Decoded course series (“Security Decoded”) to Founding Subscribers within thirty (30) days of the subscriber’s Founding Window purchase date (the “Delivery Commitment”). Notwithstanding the foregoing, the Delivery Commitment is subject to Section 11 of this Agreement (Service Availability; Modifications; Interruptions), and Well Built’s liability for failure to deliver Security Decoded within such period shall be limited to making commercially reasonable efforts to deliver as soon as practicable thereafter. Security Decoded is provided as a supplementary benefit and its content, format, and scope are at Well Built’s sole editorial discretion.

c. Workday Rising Event. Well Built may, at its sole discretion, organize a subscriber event in connection with the Workday Rising conference (the “Rising Event”). The Rising Event is a discretionary Perk and is expressly conditioned upon the following: (i) Well Built reaching a total of five hundred (500) Founding Subscribers (the “Subscriber Threshold”); (ii) the Workday Rising conference occurring as scheduled and at an accessible venue; and (iii) the absence of any Force Majeure event, venue unavailability, logistical constraint, or other circumstance beyond Well Built’s reasonable control that prevents, delays, or materially affects Well Built’s ability to host the Rising Event. Well Built makes no representation, warranty, or commitment that the Subscriber Threshold will be reached, that the Workday Rising conference will occur, or that the Rising Event will take place. The Rising Event is a Perk as defined in this Section and is subject in all respects to Section [Perks; No Guarantee]. The failure of the Rising Event to occur for any reason, including without limitation failure to reach the Subscriber Threshold, cancellation of Workday Rising, or any other circumstance, shall not constitute a breach of this Agreement, shall not entitle any subscriber to a refund, credit, or other remedy, and shall not affect the binding nature of any subscription.

6. Account Registration; Security

a. Account Creation. To subscribe to and access certain portions of the Services, including the Newsletter and Archives, you may be required to create an account and provide certain registration information, including, without limitation, your name, entity, team, enterprise, or each shared user’s name, email address, billing information, and any other information requested by Well Built.

b. Accurate Information. You represent and warrant that all information you provide to Well Built in connection with your account and the Services is and will remain accurate, complete, and current. You agree to promptly update such information as necessary to keep it accurate, complete, and current.

c. Account Credentials and Security. You are responsible for maintaining the confidentiality and security of your account credentials, including any username, password, or other login information. You are fully responsible for all activities that occur under your account, whether or not authorized by you. You agree to: (i) immediately notify Well Built of any actual or suspected unauthorized use of your account or any other breach of security; and (ii) ensure that you or your users log out from your or their account(s) at the end of each session. Well Built will not be liable for any loss or damage arising from your failure to comply with this Section 3.c.

d. Account Use Limited to Subscriber. Unless otherwise expressly permitted in writing by Well Built, your account and the associated subscription are personal to you or as applicable, your entity, team, enterprise, or shared users, and may not be shared, sublicensed, leased, or otherwise transferred to any other person or entity. Except as provided herein, you may not permit any other person to access the Services or Content through your account.

e. Right to Refuse or Terminate. Well Built reserves the right, in its sole discretion and subject to applicable law, to accept, refuse, suspend, or terminate any account or subscription, or to restrict or prohibit any use of the Services, at any time and for any lawful reason or no reason, with or without notice, subject to Sections 5 and 11 below.

7. Subscription Term; Auto-Renewal; Billing

a. Subscription Term. The subscription to the Newsletter and Archives is offered on an annual basis. Upon your initial subscription purchase (the “Initial Term”), you will receive access to the Services described herein for a period of one (1) year, unless earlier terminated in accordance with this Agreement.

b. Automatic Renewal. UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5 AT LEAST THIRTY (30) DAYS BEFORE THE END OF THE THEN-CURRENT SUBSCRIPTION TERM (OF WHICH WELL BUILT WILL PROVIDE AT LEAST THIRTY (30) DAYS’ ADVANCE NOTICE), OR WELL BUILT CANCELS YOUR SUBSCRIPTION AS PROVIDED IN SECTION 5 BELOW, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE-YEAR PERIODS (EACH, A “RENEWAL TERM” AND, TOGETHER WITH THE INITIAL TERM, THE “TERM”). If the subscription renews, you expressly authorize Well Built to charge the then-current subscription rate, fees, and any applicable taxes for the Renewal Term using the payment method on file, unless you have cancelled in accordance with this Section. Well Built will not charge for a Renewal Term if you timely cancel or timely provide notice of non-renewal under this Section.

c. Authorization to Charge. By providing a credit card or other accepted payment method in connection with your subscription, you: (i) represent and warrant that you are authorized to use such payment method; (ii) authorize Well Built (or its third-party payment processor) to charge your payment method for the full amount of the subscription fee and any applicable taxes and charges for the Initial Term upon subscription activation and for each Renewal Term at the then-current rates; and (iii) authorize Well Built to obtain updated or replacement expiration dates and card numbers from your card issuer as permitted.

d. Pricing and Taxes. Subscription fees and any applicable taxes, duties, or assessments are as stated on the website or otherwise communicated to you at the time of purchase or renewal. All fees are quoted and payable in U.S. dollars, unless explicitly stated otherwise. You are responsible for all taxes payable in connection with your subscription, excluding only taxes on Well Built’s net income.

e. Changes in Fees. Well Built reserves the right to modify the subscription fees at any time, including for Renewal Terms. Any fee changes will be effective as of the start of the next Renewal Term following notice to you (which may be made by email, by posting on the website, or by other reasonable means). If you do not agree to the fee change, you may cancel your subscription prior to the start of the next Renewal Term in accordance with Section 5. Continued use of the Services after the effective date of a fee change constitutes your agreement to the modified fees.

f. Billing Cycle. Unless otherwise specified at the time of purchase, subscription fees for the Initial Term are charged in full at the start of the Initial Term, and fees for each Renewal Term are charged in full at the start of such Renewal Term, using the payment method then on file for your account.

g. Failure to Charge; Payment Issues. If Well Built is unable to charge your payment method for any reason, including without limitation, card expiration, insufficient funds, or other payment failure, Well Built may, in its discretion: (i) notify you and request that you promptly update your payment information; or (ii) suspend or terminate your access to the Services until payment is successfully processed. You remain responsible for any unpaid amounts, and Well Built reserves all rights to collect such amounts, including through third-party collection agencies, subject to applicable law.

h. No Refunds. Except as expressly required by applicable law or as otherwise expressly stated in writing by Well Built, all subscription fees are non-cancelable and non-refundable once charged, including without limitation upon early termination by you during the Term. Notwithstanding the foregoing, subscribers located in jurisdictions with mandatory consumer refund or cancellation rights (including, without limitation, California, New York, and other states with automatic renewal or consumer protection statutes) retain any rights to refunds or cancellation that cannot be waived under applicable law. To the extent any such mandatory right applies, Well Built will honor such right in accordance with the minimum requirements of applicable law. Well Built’s no-refund policy does not affect rights that are non-waivable under the consumer protection laws of your jurisdiction of residence.

8. Cancellation; Termination; Effect of Termination

a. Your Right to Cancel. You may cancel your subscription at any time, effective at the end of the then-current Term, by following the cancellation instructions provided on the website, through your account settings, or by contacting customer support as indicated on the website. To avoid being charged for a Renewal Term, you must complete cancellation thirty (30) days before commencement of the Renewal Term in accordance with the timelines communicated by Well Built.

b. No Prorated Refunds. Unless expressly required by applicable law or expressly agreed by Well Built in writing, any such cancellation will be effective only at the end of the then-current Term, and you will not be entitled to a refund, credit, or offset for any portion of the Term remaining as of the effective date of cancellation.

c. Termination by Well Built for Convenience. Well Built may, at any time and in its sole discretion, terminate this Agreement, your account, or your subscription for convenience. Where practicable, Well Built will use commercially reasonable efforts to provide advance notice of such termination. If Well Built terminates your subscription for its convenience and not due to your breach, Well Built may provide you with a pro rata refund of unused, pre-paid subscription fees for the then-current Term, in its sole discretion and subject to applicable law.

d. Termination or Suspension for Cause. Without limiting any other rights or remedies, Well Built may immediately suspend or terminate your account, subscription, or access to the Services, with or without notice, if Well Built reasonably believes that you have: (i) violated any provision of this Agreement; (ii) engaged in fraudulent, abusive, or unlawful activity; or (iii) otherwise acted in a manner that could harm Well Built, the Services, other users, or any third party.

e. Effect of Suspension or Termination. Upon any suspension or termination of your account or subscription for any reason: (i) all rights granted to you under this Agreement will cease as of the effective date of suspension or termination; (ii) you must immediately cease all use of the Services and Content; and (iii) subject to applicable law and Well Built’s data retention policies, Well Built may delete or disable access to your account and any associated data in its possession or under its control, without any liability to you.

f. Survival. The following provisions, and any other provisions that by their nature should reasonably survive, will survive any expiration or termination of this Agreement or your subscription: Sections 1.e., 2.c., 2.d., 3.c., 3.e., 4.g., 4.h., 5.e., 5.f., 6.c., 6.e., 7, 8, 9, 10, 11.d., and 12 through 17.

9. License; Use of Services; Restrictions

a. Limited License. Subject to your strict compliance with this Agreement and timely payment of all applicable fees, Well Built grants you or, as applicable, your entity, team, enterprise, or shared users, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to (i) access and use the website and the Services solely for your own internal informational purposes; and (ii) view and download (where permitted) copies of the Newsletter and Content for your personal, internal, entity, team, or enterprise use, in each case solely in accordance with this Agreement.

b. Use of Archives. During the Term, you may access the Archives and view, for your own internal informational purposes, previously issued newsletters and other Content that Well Built elects to make available in the Archives. Well Built does not guarantee that any Newsletter or Content will remain available in the Archives, and Well Built may add, remove, or modify archived materials at any time in its sole discretion.

c. Ownership of Services and Content. As between you and Well Built, Well Built and its licensors exclusively own all right, title, and interest in and to the Services and Content, including but not limited to all text, graphics, logos, images, design elements, compilation, selection and arrangement of content, software, and all copyrights, trademarks, service marks, trade names, trade dress, trade secrets, and other intellectual property rights therein and thereto, whether registered or unregistered. No rights are granted to you other than the limited license expressly set forth in this Agreement.

d. Restrictions on Use. You, and as applicable, your entity, team, enterprise, or shared users, agree that you will not, and will not permit any third party to: (i) copy, reproduce, distribute, republish, display, post, transmit, or otherwise make available any Content, in whole or in part, in any form or by any means, except as expressly permitted in Section 6; (ii) sell, license, sublicense, distribute, lease, rent, or otherwise exploit any portion of the Services or Content for commercial purposes, except as may be expressly authorized in a separate written agreement with Well Built; (iii) modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas or algorithms of any portion of the Services (except to the extent any such restriction is prohibited by applicable law); (iv) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice contained in or on the Services or Content; (v) use any robot, spider, scraper, automated process, or other device or manual process to monitor, copy, or access the Services or Content for any unauthorized purpose; (vi) use the Services in any manner that (A) exceeds any applicable use limitations; (B) interferes with or disrupts the operation of the Services or servers or networks connected thereto; or (C) attempts to gain unauthorized access to any system, network, or data; (vii) use the Services in violation of any applicable law, regulation, third-party right, or this Agreement.

e. Feedback. If you submit or provide to Well Built any comments, suggestions, ideas, improvements, or other feedback regarding the Services or Content (collectively, “Feedback”), you hereby grant Well Built a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, create derivative works from, and otherwise exploit such Feedback for any purpose, without restriction, obligation, or compensation to you. Without limiting the foregoing, submissions made through any content request portal or feature (including any third-party platform such as Canny or similar tools) (“Content Requests”) are advisory only. Content Requests do not obligate Well Built to publish, create, or address any specific topic, subject matter, or idea, and do not create any expectation of performance or editorial commitment of any kind. Well Built retains sole and absolute editorial discretion over all Content and may action, modify, disregard, or decline any Content Request at any time and for any reason, in accordance with Well Built’s editorial standards and quality criteria. All intellectual property rights in and to any idea, concept, or suggestion submitted as a Content Request vest in and are owned exclusively by Well Built upon submission.

10. No Advice; No Reliance; User Responsibility

a. Informational Purposes Only. The Services and Content are provided solely for general informational purposes. They are not intended as, and do not constitute, legal, tax, accounting, financial, human resources, or technical advice, nor do they create any advisor-client, consultant-client, attorney-client, or other professional relationship between you and Well Built.

b. No Reliance. You must not rely on the Services or Content as a substitute for independent research or for advice from qualified professionals familiar with your specific circumstances. Any reliance you place on the Services or Content is strictly at your own risk.

c. Independent Verification. You acknowledge that (i) Workday software systems and related technologies are complex and may be implemented differently in different environments; (ii) standards, best practices, and vendor documentation may change over time; and (iii) the Services and Content may not reflect the most current developments or your configuration. You agree to independently verify and confirm any information obtained from the Services before using it in your business, technical, or professional decision-making.

d. No Warranty as to Third-Party Systems. Well Built makes no representation or warranty regarding any third-party systems, including without limitation Workday software systems, and does not control or assume any responsibility for any updates, changes, or configurations made by such third parties.

11. Disclaimers

a. General Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, CONTENT, NEWSLETTERS, ARCHIVES, WEBSITE, AND ALL INFORMATION, MATERIALS, AND FEATURES PROVIDED OR MADE AVAILABLE BY WELL BUILT (COLLECTIVELY, THE “OFFERINGS”) ARE PROVIDED AS IS AND AS AVAILABLE, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

b. Specific Disclaimed Warranties. WITHOUT LIMITING THE GENERALITY OF SECTION 8.a. AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WELL BUILT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION: (i) any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (ii) any warranties arising out of course of dealing, course of performance, usage, or trade; (iii) any warranties that the Offerings (A) will be uninterrupted, timely, secure, error-free, or free from viruses or other harmful components; (B) will meet your requirements or expectations; or (C) will be accurate, complete, current, or reliable.

c. Third-Party Content and Links. The Services may contain references or links to third-party information, materials, websites, products, or services that are not owned, controlled, or operated by Well Built. Well Built does not endorse, and is not responsible or liable for, any such third-party information, materials, websites, products, or services. Any access to or use of third-party resources is at your own risk and subject to the terms and conditions of such third parties.

d. Jurisdictional Limitations. Some jurisdictions do not allow the exclusion of certain warranties. To the extent that any such laws apply to this Agreement, the exclusions of warranties set forth in this Section 8 will apply to the maximum extent permitted by applicable law.

12. Limitations of Liability

a. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WELL BUILT OR ITS MEMBERS, ATTORNEYS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE “WELL BUILT PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH (i) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE OFFERINGS; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; OR (iii) THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF A WELL BUILT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

b. Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE WELL BUILT PARTIES FOR ALL CLAIMS, DAMAGES, LOSSES, OR LIABILITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OFFERINGS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO WELL BUILT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (USD $100).

c. Allocation of Risk. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT (INCLUDING THIS SECTION 9) REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND WELL BUILT AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND WELL BUILT. YOU FURTHER ACKNOWLEDGE THAT THE OFFERINGS WOULD NOT BE PROVIDED WITHOUT SUCH DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS.

d. Jurisdictional Limitations. Some jurisdictions do not allow certain limitations of liability. To the extent that any such laws apply to this Agreement, the limitations of liability set forth in this Section 9 will apply to the maximum extent permitted by applicable law.

13. Indemnification

a. Your Indemnity Obligations. To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Well Built Parties from and against all third-party claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or related to: (i) your access to or use of the Offerings; (ii) your violation of this Agreement or any applicable law or regulation; (iii) your infringement or misappropriation of any intellectual property, proprietary, or other rights of any third party; or (iv) any information or materials you provide to Well Built. For avoidance of doubt, for any entity, team, enterprise, or shared user accounts, you indemnify Well Built Parties as provided herein from the actions of each user associated with your account.

b. Defense and Cooperation. Well Built reserves the right, at its own cost and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Well Built in asserting any available defenses and in the conduct of such defense.

c. Settlement. You may not settle any claim subject to indemnification under this Section 10 without Well Built’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed, provided that no such consent shall be required if the settlement (i) includes a full and unconditional release of all applicable claims against the Well Built Parties; (ii) does not require any admission of liability or wrongdoing by any Well Built Party; and (iii) imposes no obligations or restrictions on any Well Built Party other than the payment of money that is fully indemnified by you.

14. Service Availability; Modifications; Interruptions

a. Service Availability. Well Built will use commercially reasonable efforts to provide the Newsletter on a regular basis and to maintain access to the Archives during the Term. However, Well Built does not guarantee any level of uptime, availability, or frequency of publication and may suspend, limit, or modify the Services at any time in accordance with this Agreement.

b. Maintenance and Downtime. The Services may be temporarily unavailable from time to time due to scheduled maintenance, system upgrades, or unscheduled outages. Well Built will endeavor, where reasonable and practicable, to schedule planned maintenance during off-peak times and to minimize disruption. Well Built is not liable for any such unavailability or interruptions, provided that Well Built uses commercially reasonable efforts to restore availability promptly.

c. Changes to Format and Content. Well Built may, at any time and without liability, change the format, structure, topics, or other elements of the Newsletter and Content, including, without limitation, by changing the depth or breadth of coverage, adding or discontinuing columns or sections, or updating the design or delivery method.

d. No Obligation to Store. Well Built has no obligation to store or maintain any Newsletter or Content in the Archives for any minimum period. Well Built may, in its sole discretion, delete or remove Content from the Archives or other portions of the Services at any time.

15. Restrictions on Remedies; No Injunctive Relief Against Publication

a. No Injunctive Relief Preventing Publication. You acknowledge and agree that Well Built has a strong interest in maintaining its editorial independence and continuity of publication of the Newsletter and Content. Accordingly, to the maximum extent permitted by applicable law, you irrevocably agree that you will not seek, and hereby waive any right you may have to seek, any form of injunctive or equitable relief, specific performance, or other non-monetary remedy that would directly or indirectly (i) restrain, enjoin, or otherwise prevent or limit Well Built’s creation, editing, selection, or publication of the Newsletter or Content; or (ii) require Well Built to publish, modify, or remove any particular Newsletter or Content.

b. Exclusive Monetary Remedies. Without limiting Section 12.a. and subject to Section 14, you agree that, as between you and Well Built, your sole and exclusive remedy for any claims arising out of or relating to the Offerings or this Agreement shall be an award of monetary damages (if any) determined under the limitations set forth in Section 9, together with any other remedies expressly provided in this Agreement, and that no other equitable or injunctive relief shall be available to you with respect to publication-related claims.

c. Severability of Remedy Limitations. If any provision of this Section 12 is found to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the remaining provisions of this Section 12, which shall remain in full force and effect and shall be construed so as to give effect to the intent of the parties to the maximum extent permissible under applicable law.

16. Governing Law

a. Texas Law. This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement, the Offerings, or the relationship between you and Well Built (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) (collectively, “Disputes”), shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law rule or provision that would result in the application of the laws of any other jurisdiction.

b. Application of Federal Law. Notwithstanding Section 13.a., you acknowledge and agree that the Federal Arbitration Act will govern the interpretation and enforcement of the arbitration agreement in Section 15 to the extent applicable.

17. Informal Resolution; Mediation

a. Informal Resolution. Before initiating any formal mediation, arbitration, or other legal proceeding in connection with a Dispute, you agree to first contact Well Built’s customer support or designated contact address (as provided on the website) and provide a written description of the Dispute and your requested resolution. The parties shall use good-faith efforts to resolve the Dispute informally within a reasonable period, not to exceed thirty (30) days from Well Built’s receipt of your written notice, unless the parties mutually agree to extend this period.

b. Mandatory Mediation. If the parties are unable to resolve the Dispute informally within the period specified in Section 14.a., then, as a condition precedent to initiating any arbitration under Section 15, either party may commence mandatory, non-binding mediation of the Dispute by providing written notice and conducting such mediation within thirty (30) days of such notice before a neutral mediator selected by the parties or the mediation service. Each party shall bear its own attorneys’ fees and costs associated with the mediation, and the parties shall share equally the mediator’s fees and any administrative costs of the mediation, unless the parties agree otherwise in writing.

c. Good-Faith Participation. The parties shall participate in the mediation in good faith with the intent to resolve the Dispute if reasonably possible. If, after completion of the mediation, or if the other party fails to participate in or attend the mediation despite reasonable notice, the Dispute remains unresolved, the Dispute may be submitted to binding arbitration in accordance with Section 15.

d. Confidentiality of Mediation. To the maximum extent permitted by applicable law, the mediation proceedings, including any documents prepared for or exchanged during mediation and any settlement discussions, shall be confidential and shall not be admissible as evidence in any subsequent legal proceeding (other than a proceeding to enforce a settlement agreement reached in mediation), except as required by law.

18. Arbitration Agreement

a. Agreement to Arbitrate. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.f. (PERMITTED COURT ACTIONS), YOU AND WELL BUILT AGREE THAT ANY DISPUTE (AS DEFINED IN SECTION 13.a.) THAT CANNOT BE RESOLVED THROUGH INFORMAL DISCUSSIONS AND MANDATORY MEDIATION PURSUANT TO SECTION 14 SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT, ON AN INDIVIDUAL BASIS, PURSUANT TO THIS SECTION 15.

b. Federal Arbitration Act. You and Well Built acknowledge and agree that this Agreement evidences a transaction in interstate commerce and that this arbitration agreement shall be governed by and enforceable under the Federal Arbitration Act, to the maximum extent applicable.

c. Arbitration Rules and Administration. Unless the parties mutually agree otherwise in writing, the arbitration shall be administered by JAMS or AAA using their commercial rules as modified by this Agreement (“Rules”). If the parties cannot agree on an arbitration provider within fifteen (15) days after one party provides written notice of its intention to initiate arbitration, the provider shall be selected by Well Built, acting reasonably.

d. Seat; Location; Procedures. The arbitration shall be conducted by a single neutral arbitrator. Unless the parties mutually agree otherwise, the seat and location of the arbitration shall be in Austin, Texas. The arbitration may be conducted in person, by written submissions, by telephone, by video conference, or through any combination of these methods, as determined by the arbitrator in consultation with the parties, consistent with the Rules and this Agreement.

e. Arbitrator’s Authority and Award. The arbitrator shall have the exclusive authority to resolve all Disputes subject to arbitration under this Agreement, including without limitation any dispute concerning the formation, existence, validity, interpretation, scope, or enforceability of this arbitration agreement or this Agreement, except to the extent such authority is reserved to a court by applicable law. The arbitrator shall apply Texas substantive law (consistent with Section 13) and the limitations of liability and remedy restrictions set forth in this Agreement. The arbitrator may award only those remedies that would be available in an individual court proceeding and in accordance with this Agreement, including Sections 12 and 9. The arbitrator may award monetary damages and, to the extent not prohibited by Section 12, appropriate injunctive or declaratory relief, provided that the arbitrator may not issue any order that would restrain or enjoin Well Built’s publication activities in violation of Section 12. The arbitrator’s award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

f. Permitted Court Actions. Notwithstanding any other provision of this Agreement: (i) either party may bring an individual action in a court of competent jurisdiction in Texas solely to (A) enforce the arbitration provisions of this Agreement; (B) confirm, vacate, or enforce an arbitration award; or (C) seek injunctive or other equitable relief expressly permitted by this Agreement (including, for Well Built, equitable relief to protect its intellectual property or to enforce the restrictions in Section 6), in each case consistent with the limitations set forth in Section 12. Nothing in this Agreement shall preclude either party from seeking temporary, preliminary, or emergency relief from a court of competent jurisdiction in Texas to protect that party’s rights pending final resolution of the Dispute by arbitration, provided that any such court action shall be limited in scope and duration to the minimum necessary relief and shall not conflict with Section 12.

g. Class and Representative Action Waiver. To the maximum extent permitted by applicable law, you and Well Built agree that: (i) any arbitration or court proceeding under this Agreement shall be conducted only on an individual basis; (ii) neither you nor Well Built shall seek to bring or participate in any class, collective, consolidated, representative, or joint action or arbitration; and (iii) the arbitrator shall have no authority to consolidate the claims of multiple individuals or entities or to otherwise preside over any form of class, collective, consolidated, representative, or joint proceeding. If this class and representative action waiver is found to be unenforceable as to any claim or Dispute, then such claim or Dispute shall be severed and may be pursued only in a court of competent jurisdiction, and all remaining claims or Disputes shall continue to be subject to arbitration.

h. Fees and Costs of Arbitration. Each party shall bear its own attorneys’ fees and costs incurred in connection with the arbitration, subject to any right of the prevailing party to an award of fees and costs under applicable law or the Rules. The parties shall share equally the arbitrator’s fees and any administrative fees of the arbitration provider, unless the arbitrator determines that applicable law or the Rules require a different allocation or that such allocation is necessary to ensure the enforceability of this arbitration agreement.

i. Opt-Out Right (If Required by Law). To the extent required by applicable consumer protection law, if any, Well Built may provide a limited right to opt out of the arbitration agreement within a specified period after first acceptance of this Agreement. If such an opt-out right is required and made available, the terms and procedure for exercising the opt-out right will be described in the website or in a separate notice, and any timely and valid opt-out by you will apply prospectively from the date of such opt-out. In the absence of such required provisions, no opt-out right is provided.

19. Notices

a. Notices to You. Well Built may provide notices to you under this Agreement by: (i) posting such notices on the website; (ii) sending an email to the email address associated with your account; or (iii) any other method reasonably designed to provide actual or constructive notice to you. Notices posted on the website or sent by email shall be deemed given and received on the date of posting or sending, respectively.

b. Notices to Well Built. Except as otherwise specified in this Agreement or on the website, notices to Well Built under this Agreement must be sent by email to the contact address indicated on the website or by any other method expressly designated for notices. Such notices shall be deemed given when received and acknowledged by Well Built.

c. Changes to Contact Information. You are responsible for maintaining accurate contact information, including your email address, in your account profile. Well Built is not responsible for your failure to receive any notice properly sent to the email address or other contact information most recently provided by you.

20. Miscellaneous

a. Independent Parties; No Agency. The relationship between you and Well Built is that of independent contracting parties. Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, fiduciary, or employment relationship between you and Well Built, and neither party shall have any authority to bind the other in any respect.

b. Assignment. You may not assign, transfer, or delegate this Agreement or any of your rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of Well Built. Any purported assignment in violation of this Section 17.b. shall be null and void. Well Built may freely assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, in whole or in part, without notice to you.

c. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be severed and the remaining provisions of this Agreement shall remain in full force and effect, to best reflect the original intent of the parties.

d. Waiver. No waiver by Well Built of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition, and any failure of Well Built to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Well Built to be effective.

e. Headings. The section and subsection headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.

f. Force Majeure. Well Built shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by events or circumstances beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, civil disturbances, strikes, labor disputes, pandemics, governmental orders or restrictions, failures of utilities or telecommunications, or failures of third-party hosting or service providers, provided that Well Built uses commercially reasonable efforts to mitigate the effects of such events.

g. Third-Party Beneficiaries. Except as expressly provided herein with respect to the Well Built Parties who are intended third-party beneficiaries of Sections 8, 9, and 10, this Agreement is for the sole benefit of you and Well Built and is not intended to confer any rights or remedies on any other person or entity.

h. Electronic Form; Copies. A printed version of this Agreement and of any notice given in electronic form shall be admissible in any judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You acknowledge and agree that your acceptance of this Agreement and any related documents by electronic means (including by clicking an “I agree” or similar button) shall have the same force and effect as if you had signed such documents in ink.

i. Contact Information. If you have any questions about this Agreement or the Services, you may contact Well Built using the contact information provided on the website.