BuildBLK — Business Listing Agreement

Effective Date: [DATE]

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This Business Listing Agreement ("Agreement") is between [LEGAL ENTITY NAME], a California nonprofit corporation operating BuildBLK ("BuildBLK," "we," "us"), and the business claiming or submitting a listing ("you," "your," "Business").

By claiming a listing, submitting a listing, or applying for the BuildBLK Verified designation, you agree to this Agreement. It incorporates our Terms of Service, Acceptable Use Policy, and Verification Policy.

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1. Authority

You represent that you are the owner of the Business, or an officer, principal, or employee authorized to bind the Business, and that you are at least 18 years old.

If you enter this Agreement on behalf of a Business, "you" means both you individually and the Business.

2. What we provide

We will publish a listing for your Business on the Service, and give you access to a dashboard where you can update your listing information, respond to reviews, and view basic performance statistics.

We provide the listing free of charge. We may in the future offer optional paid features; those will be separately disclosed and separately agreed, and the core listing will remain free.

We make no guarantee of any level of traffic, visibility, search ranking, leads, sales, or other result. Nothing in this Agreement is a promise of business outcomes.

3. Your representations about the Business

This is the most important section of this Agreement. Read it carefully.

You represent and warrant, as of the date you accept this Agreement and continuously for as long as your listing is active, that:

(a) Accuracy. All information you submit — business name, address, contact details, hours, category, description, pricing, photos, and any other content — is true, accurate, current, and not misleading.

(b) Ownership. If your listing indicates that the Business is Black-owned, then the Business is at least fifty-one percent (51%) owned, operated, and controlled by one or more individuals who identify as Black or African American, and those individuals exercise actual day-to-day management and operational control of the Business.

(c) Lawful operation. The Business is lawfully operating, holds all licenses, permits, and registrations required for its activities, and is not currently barred or suspended from doing business.

(d) Rights in content. You own or have all necessary rights to every photo, logo, video, text, and other material you submit, and none of it infringes any third party's intellectual property, privacy, or publicity rights. You specifically confirm that any photograph you upload was taken by you or licensed to you — photos taken from a search engine, a social media account you do not control, or another website are not permitted.

(e) No conflicting claim. No other person has a superior right to claim this listing.

(f) Duty to update. You will promptly notify us in writing at [SUPPORT EMAIL] if any of the above ceases to be true — in particular, if the ownership composition of the Business changes such that (b) is no longer accurate, or if the Business closes, is sold, or changes hands.

Why this matters: the BuildBLK Verified badge is our public statement, and we stand behind it based on what you tell us. If a representation is false, the harm falls on this organization, on the community's trust in the badge, and on every other business that earned it honestly. We take that seriously.

4. Verification

Verification is optional and is described in the Verification Policy.

You understand and agree that:

• BuildBLK is not a certifying body. The Verified designation is not an MBE certification, a government certification, or an industry credential, and must never be presented as one.
• We may request reasonable documentation to support your representations. We may decline to verify any business, for any reason or no reason.
• Verification reflects a review of the information available to us at a point in time. It is not an audit and is not a guarantee to anyone.
• The designation must be renewed annually.

5. The Verified badge — license and limits

If we grant your Business the Verified designation, we grant you a limited, non-exclusive, non-transferable, revocable license to display the BuildBLK Verified badge in your marketing, on your website, on your storefront, and on your social media, for the term of the designation only.

You may not:

• Alter the badge's colors, proportions, or wording
• Use the badge for any business or location other than the one verified
• Use the badge to suggest that BuildBLK endorses, certifies, guarantees, or sponsors your Business, or that BuildBLK is responsible for your goods or services
• Sublicense, sell, or transfer the badge or this license
• Continue any use after the designation lapses or is revoked

On expiration or revocation, you must stop all use of the badge within ten (10) days and remove it from your website, marketing materials, and social media. Physical badge materials — window decals, signage, and similar items — must be removed from public display within thirty (30) days.

We may audit badge usage and require you to correct improper use.

6. Reviews

Reviews on BuildBLK come from the public. You agree that:

• You may not offer any incentive for a review — payment, discount, free product, entry into a drawing, or anything else. This is both our policy and, for incentivized reviews that aren't disclosed, a violation of federal law.
• You may not post reviews of your own Business, or ask employees, family, or friends to do so.
• You may not review competitors.
• We will not remove a negative review because you ask us to, and we will not remove one in exchange for payment. If a review violates our Acceptable Use Policy or is factually false, use the dispute process in the Review and Moderation Policy.
• You may publicly respond to any review. Your responses are subject to the Acceptable Use Policy. Do not retaliate against reviewers, publish their personal information, or contact them outside the platform about a review.
• You may not require customers to waive their right to review you. California Civil Code § 1670.8 and the federal Consumer Review Fairness Act prohibit this.

7. Your content

You keep ownership of everything you submit. You grant BuildBLK a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, adapt for display, publish, and display your content in connection with operating and promoting the Service and the directory — including in newsletters, social media posts, press materials, and grant reporting that feature listed businesses.

This license survives termination only as to (a) copies already distributed, and (b) archival and backup copies retained for a reasonable period.

8. Data and privacy

Our handling of your information is described in the Privacy Policy. Note specifically:

• Your listing information is public.
• Information you provide to support an ownership representation is treated as sensitive, is used only to administer verification, and is never sold or shared for advertising.
• Where we review a document to confirm a representation, we retain the outcome of the review, not the document, unless you ask us to keep it on file for renewal.
• We retain verification records for the life of the designation plus three (3) years.

9. Indemnification

You will defend, indemnify, and hold harmless BuildBLK and its directors, officers, employees, volunteers, and agents from and against any claim, demand, action, damage, loss, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

(a) any breach or inaccuracy of your representations in Section 3, including any representation regarding ownership;

(b) any content you submit, including any claim that it infringes a third party's rights;

(c) your use or misuse of the Verified badge;

(d) your goods, services, or dealings with any customer;

(e) your violation of this Agreement, our policies, or applicable law.

We will notify you of any claim, and you will not settle any claim in a way that imposes obligations on us or admits fault on our behalf without our written consent. We may participate in the defense with our own counsel at our expense.

This Section 9 survives termination of this Agreement.

10. Suspension, revocation, and termination

You may remove your listing at any time by emailing [SUPPORT EMAIL] or using your dashboard. We will remove it within five (5) business days.

We may suspend or remove your listing, or revoke your Verified designation, immediately and without prior notice if:

• A representation in Section 3 is or becomes inaccurate
• You breach this Agreement or our policies
• We receive a credible challenge to your ownership representation (during which we may suspend the designation pending resolution)
• You fail to renew verification
• The Business closes or ceases operating
• We are required to by law
• We reasonably determine that continued listing would harm the integrity of the directory or the community it serves

Where circumstances allow, we will give you notice and an opportunity to respond before revoking a designation. See the Takedown and Dispute Procedure for how to challenge a decision.

No refunds of any fee are owed on revocation for cause.

11. Disclaimers and limitation of liability

THE SERVICE AND THE LISTING ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. We do not warrant uptime, accuracy, visibility, or results.

Our total aggregate liability to you arising out of or relating to this Agreement will not exceed the greater of (a) one hundred dollars ($100) or (b) the amount you paid us in the twelve (12) months preceding the claim. We will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or goodwill, even if advised of the possibility.

12. Independent parties

Nothing here creates a partnership, joint venture, franchise, employment, or agency relationship. You are not our agent and we are not yours. Neither party may bind the other.

13. Nonprofit status

BuildBLK is operated by a nonprofit corporation. Listing is free and is not a charitable contribution. If you make a separate donation, we will provide an acknowledgment; whether it is tax-deductible depends on our tax-exempt status and your circumstances, and you should consult your own tax advisor.

14. Related-party disclosure

BuildBLK may purchase printing, signage, or fulfillment services — including physical Verified badge materials — from vendors that are related to a director or officer of the organization. Any such transaction is approved by disinterested directors at fair market value under our Conflict of Interest Policy, and no business is ever required to purchase anything from any vendor as a condition of listing or verification. See governance/conflict-of-interest-policy.md.

15. General

Governing law: California, without regard to conflict of laws rules.

Venue: state or federal courts in Sacramento County, California.

Informal resolution: contact [LEGAL EMAIL] and allow 60 days before filing anything.

Changes: we may update this Agreement with 30 days' notice by email; continued listing after that constitutes acceptance. If you object, you may remove your listing.

Assignment: you may not assign this Agreement, including on a sale of the Business, without our written consent. A new owner must claim the listing and make their own representations.

Severability: if a provision is unenforceable, the rest remains in effect.

Entire agreement: this Agreement and the documents it incorporates are the complete agreement between us on this subject.

Survival: Sections 3(f), 5 (post-termination obligations), 7, 9, 11, and 15 survive.

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Acceptance record — retain for each Business

The claim flow must capture and store all of the following. This record is what protects the organization if a representation turns out to be false.

Implementation requirement: the ownership representation must be its own unchecked checkbox with its own plain-language statement. A single "I agree to everything" checkbox materially weakens the representation, and a pre-checked box is worthless.