Product Specific Terms
Updated as of July 22, 2023
These BuildingLink.com LLC Product Specific Terms (“Product Terms”) apply to access and use of BuildingLink Services set forth in an applicable Order Form entered into by and between Customer and BuildingLink. These Product Terms are incorporated by reference into the Terms of Purchase between BuildingLink.com, LLC and Customer. Capitalized terms in these Product Terms have the meanings given to such terms in the Terms of Purchase, unless otherwise defined herein.
1. BuildingLink Platform Services.
a. Description. BuildingLink has designed, created, owns and operates an internet application program and website under the name “BuildingLink” (the “BuildingLink Platform”) for the purpose of establishing, hosting and presenting a series of web pages, screen displays, input forms and templates, information storage functions and notification functions that provide various internet-based management and communication services to Permitted Users as indicated in the applicable Order Form (the “Building”) (such services collectively with the BuildingLink Platform, the “BuildingLink Platform Services”). Any Customer purchase of BuildingLink Platform Services shall be governed by the terms of this Section 1.
b. Access and Use. During the Subscription set forth in an applicable Order Form, BuildingLink grants Customer, and Customer accepts, a non-exclusive, non-transferable right to access and use the applicable BuildingLink Platform Services (and to permit Customer’s Permitted Users to access and use the applicable BuildingLink Platform Services).
c. User Terms and Conditions. Prior to use of the BuildingLink Platform Services, each Permitted User shall indicate its acceptance of, and agreement to, the User Terms and Conditions that are posted on the BuildingLink Platform (the “BuildingLink User Terms”). The BuildingLink User Terms contain standard provisions with respect to use of the BuildingLink Platform Services by individual Permitted Users.
d. Without charge, Customer and its associated Permitted Users may add, modify, or change Building Information they desire to include on, or make accessible through, the BuildingLink Platform.
e. During an applicable Subscription set forth in an Order Form, BuildingLink shall:
i. maintain all the pages comprising the BuildingLink Platform for use by the Customer and its associated Permitted Users, including an interface and user environment with display or input templates for each such page that will enable Customer and its associated Permitted Users to utilize the BuildingLink Platform;
ii. make the BuildingLink Platform available for use approximately twenty (24) hours a day, excluding (A) systems upgrades and maintenance downtime; (B) unforeseen software, hardware, or communications problems; or (C) interruption of services resulting from service interruptions to the third-party solutions which BuildingLink utilizes as part of the BuildingLink Platform or to Customer’s or a Permitted User’s technical or computer equipment; and
iii. provide all infrastructure, software, and services reasonably necessary to host, operate, and maintain the BuildingLink Platform.
f. During the term of an applicable Subscription, if access to the BuildingLink Platform is disrupted for longer than twenty-four (24) consecutive hours, and the outage is caused wholly due to the actions or omissions of BuildingLink, BuildingLink shall rebate to Customer an amount equal to three (3) times the Fees prorated for the period of the interruption.
g. Customer and each Permitted User is responsible for separately obtaining internet access to BuildingLink’s server, and each Permitted User, if it desires to utilize the BuildingLink Platform e-mail functionality, must also maintain a functioning e-mail account.
h. BuildingLink agrees to provide training for BuildingLink Platform Services delivered by remote access or telephone to Customer and to Customer’s designated employees as set forth in an applicable Order Form.
i. During the Subscription, BuildingLink will provide in its reasonable discretion telephone, email and web-based technical support, troubleshooting, and other assistance.
j. BuildingLink reserves the right to change the appearance and functionalities of any of the BuildingLink Platform Services from time to time in such manner as BuildingLink, in its sole discretion, considers to be an enhancement thereof. Customer shall receive timely notice of significant changes.
2. BuildingBoard Services.
a. Description. BuildingLink has further designed, created, owns and operates an internet application program and website under the name “BuildingBoard” (the “BuildingBoard Platform”) for the purpose of facilitating board meetings for properties which entails such tasks as sending notices, distributing materials, managing proxies, gathering votes, tabulating results, and offering a virtual meeting platform for a Customer’s building that provide various internet-based management and communication services to Permitted Users (collectively, with the BuildingBoard Platform, the “BuildingBoard Services”). Any Customer purchase of BuildingBoard Services shall be governed by the terms of this Section 2.
b. Access and Use. During the applicable Subscription set forth in an applicable Order Form, BuildingLink grants Customer, and Customer accepts, a non-exclusive, non-transferable right to access and use the applicable BuildingBoard Services (and to permit Customer’s Permitted Users to access and use the applicable BuildingBoard Services).
c. User Terms and Conditions. Prior to use of the BuildingBoard Services, each Permitted User shall indicate its acceptance of, and agreement to, the User Terms and Conditions that are posted on the BuildingBoard Platform (the “BuildingBoard User Terms”). The BuildingBoard User Terms contain standard provisions with respect to use of the BuildingBoard Services by individual Permitted Users.
d. Without charge, Customer and its associated Permitted Users may add, modify, or change information regarding the ownership interest in the Building (including contact information for owners or shareholders in the Building) and other Building Information they desire to include on, or make accessible through, the BuildingBoard Services.
e. During an applicable Subscription set forth in an Order Form, BuildingLink shall:
i. maintain all the pages comprising the BuildingBoard Platform for use by the Customer and its associated Permitted Users, including an interface and user environment with templates that will enable Customer and its associated Permitted Users to utilize the Building Board Platform.
ii. make the BuildingBoard Platform available for use approximately 24 hours a day, excluding (A) systems upgrades and maintenance downtime; (B) unforeseen software, hardware, or communications problems; or (C) interruption of services resulting from service interruptions to the third-party solutions which BuildingLink utilizes as part of the BuildingLink Platform or to Customer’s or a Permitted User’s technical or computer equipment.
iii. provide all infrastructure, software, and services reasonably necessary to host, operate, and maintain the BuildingBoard Platform.
f. If access to the BuildingBoard Platform is disrupted during a board meeting, and the outage is caused wholly due to the actions or omissions of BuildingLink, Customer may request that BuildingLink refund to Customer an amount equal to fifty percent (50%) of the Fees associated with the disrupted board meeting.
g. Customer and each Permitted User is responsible for separately obtaining internet access to BuildingLink’s server, and each Permitted User, if it desires to utilize the BuildingBoard Platform e-mail functionality, must also maintain a functioning e-mail account.
h. BuildingLink agrees to provide training for BuildingBoard Services delivered by remote access or telephone to Customer and to Customer’s designated employees as set forth in an applicable Order Form.
i. During the Subscription, BuildingLink will provide in its reasonable discretion telephone, email and web-based technical support, troubleshooting, and other assistance.
j. BuildingLink reserves the right to change the appearance and functionalities of any of the BuildingBoard Services from time to time in such manner as BuildingLink, in its sole discretion, considers to be an enhancement thereof. Customer shall receive timely notice of significant changes.
3. KeyLink Services.
a. Description. BuildingLink offers for sale (i) certain proprietary hardware, including Key Drawers, Smart Tags and other necessary hardware and accessories in each case as set forth on an Order Form (the “KeyLink Hardware”); and (ii) a proprietary software application program under the name “KeyLink” (“KeyLink Software”) to be used in conjunction with the KeyLink Hardware for the purpose of securing, inserting, removing and tracking keys or other objects (collectively with the KeyLink Hardware and KeyLink Software, the “KeyLink System”). With respect to the KeyLink System, BuildingLink also provides via the BuildingLink Platform, a series of web pages, screen displays, input forms, storage functions and notification functions that provide access to keys by Permitted Users (collectively with the KeyLink System, the “KeyLink Services”). Any Customer purchase of KeyLink Services shall be governed by the terms of this Section 3.
b. General Provisions.
i. In order to purchase and receive KeyLink Services, each of the following is required:
A. Customer purchase and receipt of KeyLink Hardware;
B. Customer local installation of KeyLink Software on a Customer computer system, or on a computer system included in the KeyLink Hardware to the extent included on an Order Form;
C. Customer purchase of an active Subscription to BuildingLink Platform Services; and
D. Customer purchase of a KeyLink Annual Maintenance Agreement defined in Section 3(d) hereof.
ii. BuildingLink shall not provide any KeyLink Services whatsoever if the foregoing requirements are not met. Further, BuildingLink will not be responsible for providing KeyLink Services or support for any software not provided and licensed by BuildingLink to Customer or any other equipment, hardware or product utilized in connection with the KeyLink System not provided to Customer by BuildingLink.
c. KeyLink Hardware.
i. Each Order Form shall state the type and quantity of KeyLink Hardware ordered, the price to be paid for the KeyLink Hardware, and the Building in which the KeyLink Hardware will be installed. KeyLink Hardware will be delivered by a standard shipping method such as FedEx or UPS, on the timelines used by such carrier for standard shipping. Standard domestic US shipping charges are included in the Fees set forth on an applicable Order Form; provided, however, that shipping, local customs fees, and duty taxes with respect to packages mailed outside of the United States are not included in the Fees and shall be paid by Customer within ten (10) days after Customer’s receipt of an invoice therefor. If expedited shipping is requested by Customer, Customer shall pay all fees for such expedited shipping within ten (10) days after Customer’s receipt of an invoice therefor.
ii. Risk of loss or damage to goods shall pass from BuildingLink to Customer upon delivery of KeyLink Hardware to Customer.
iii. Title to the KeyLink Hardware shall vest in Customer upon the date of delivery of the KeyLink Hardware to Customer, and BuildingLink shall retain a security interest in the KeyLink Hardware until all Fees set forth in an applicable Order Form are paid in full. Customer hereby grants BuildingLink a first priority security interest in the KeyLink Hardware and authorizes BuildingLink to file Uniform Commercial Code Financing Statements or similar instruments in all applicable jurisdictions that, in BuildingLink’s sole discretion, are deemed necessary or proper to secure or protect BuildingLink’s interest in the KeyLink Hardware. Customer shall keep the KeyLink Hardware in good order and repair until the Fees have been paid in full.
iv. Provided that Fees are current with respect to Customer’s recurring annual Subscription to KeyLink Maintenance Services (as described below), BuildingLink will replace purchased KeyLink Hardware that are defective with new or refurbished KeyLink Hardware, subject to the terms and conditions contained in this paragraph. Customer must notify BuildingLink of the defect promptly after such defect comes to the attention of Customer. If BuildingLink determines after inquiry that there is a reasonable possibility that the KeyLink Hardware is defective, BuildingLink will ship the replacement KeyLink Hardware to Customer and upon delivery, Customer shall ship back the defective KeyLink Hardware to BuildingLink. BuildingLink agrees to pay for standard shipping charges for the delivery of the new KeyLink Hardware and the return of the defective KeyLink Hardware. The Customer shall bear the cost of any charges in excess of standard shipping charges, local customs fees, and duty taxes with respect to packages mailed outside of the United States, and expedited shipping if requested by Customer. Such fees and costs shall be paid by Customer within ten (10) days after Customer’s receipt of an invoice therefor. BuildingLink shall be required to provide replacement of any defective KeyLink Hardware only to the extent that such defect resulted from manufacturing or design defects and not from any other cause.
v. Without limiting the generality of the foregoing, BuildingLink shall have no obligation to replace any KeyLink Hardware for failures which are the result of (A) usage other than normal wear and tear, including breakage of any KeyLink Hardware, spillage of liquid on key drawers or other similar occurrences, (B) Customer’s negligence, accident, abuse, misuse, power surge or operator error, (C) failure by Customer to perform regular maintenance, such as cleaning the KeyLink Hardware, (D) damage caused by a Force Majeure Event, (E) moving or modification of the KeyLink Hardware by Customer, attached or unauthorized equipment, improper connection of equipment or use of third-party software, or (F) usage of the KeyLink Hardware other than in accordance with the KeyLink Hardware published specifications available at https://www.buildinglink.io/hubfs/KeyLink-Specs-and-Startup-Guide-2023.pdf?hsLang=en. BuildingLink reserves the right to inspect all returned KeyLink Hardware and to charge Customer for the costs of any replacements and any shipping costs if BuildingLink determines, in its reasonable opinion, that the failure of the KeyLink Hardware results from any cause other than a design or manufacturing defect or that BuildingLink is otherwise not responsible for the replacement of the KeyLink Hardware in accordance with this section.
vi. BUILDINGLINK WARRANTS TO CUSTOMER THAT FOR THE FIRST NINETY (90) DAYS FOLLOWING DELIVERY TO CUSTOMER (THE “WARRANTY PERIOD”), ALL KEYLINK HARDWARE SHALL BE IN GOOD WORKING ORDER AND THAT THE KEYLINK HARDWARE SHALL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP AT THE TIME OF DELIVERY. BUILDINGLINK’S OBLIGATIONS WITH RESPECT TO THE FOREGOING SHALL BE LIMITED SOLELY TO BUILDINGLINK MAKING, AT BUILDINGLINK’S COST AND EXPENSE, SUCH REPAIRS AND REPLACEMENTS AS ARE NECESSARY TO PLACE THE KEYLINK HARDWARE IN GOOD WORKING ORDER AND TO CONFORM THE KEYLINK HARDWARE TO BUILDINGLINK PUBLISHED SPECIFICATIONS DURING THE WARRANTY PERIOD. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
vii. If Customer desires to purchase from BuildingLink additional KeyLink hardware that is peripheral to and/or in addition to the KeyLink Hardware (the “KeyLink Peripheral Hardware”), such purchase shall be effectuated by a method chosen by BuildingLink stating the type and quantity of KeyLink Peripheral Hardware ordered, the price to be paid for the KeyLink Peripheral Hardware, and the Building in which the KeyLink Peripheral Hardware will be installed. The terms and conditions of Section 3(c) of these Product Terms with respect to KeyLink Hardware shall apply to KeyLink Peripheral Hardware.
d. KeyLink Software
i. Installation.
A. BuildingLink will provide KeyLink Software necessary to operate the KeyLink Hardware via a remote download. The KeyLink Software is run locally on a Customer computer system (or on a computer system included in the KeyLink Hardware to the extent included on an Order Form) and will be available for use approximately twenty (24) hours a day, excluding (i) maintenance downtime; (ii) unforeseen software, hardware, or communications problems; or (iii) interruption of services resulting from service interruptions to any third-party solutions which BuildingLink utilizes as part of the KeyLink Software.
B. BuildingLink personnel will coordinate with an individual designated by Customer to install the KeyLink Software remotely, including securing remote access to Customer’s computer (or to a computer system included in the KeyLink Hardware to the extent included on an Order Form), if necessary. Customer shall provide a suitable installation environment for the KeyLink System and shall prepare such environment to meet the KeyLink System’s installation needs. KeyLink Services require use of the internet, and Customer shall be responsible for establishing internet access to the KeyLink Services.
ii. Ownership, License and Permitted Use.
A. BuildingLink will retain all right, title, and interest in and to the KeyLink Software worldwide including, without limitation, ownership of all copyrights, trademarks, patents, look and feel, trade secret rights and any other intellectual property rights recognized under any applicable law.
B. BuildingLink reserves the right to make such modifications to the KeyLink Software from time to time as it deems advisable in order to enhance, in BuildingLink’s sole discretion, the functionalities or appearance of the Software or for any other reason.
C. Subject to Customer’s compliance with the terms and conditions of the Agreement, BuildingLink grants to Customer a personal, non-exclusive, non-transferable license to use the KeyLink Software and related documentation, which are part of the KeyLink System. Such license is not a sale of a copy of the KeyLink Software and does not render Customer the owner of a copy of the KeyLink Software. The license granted herein may not be assigned or sublicensed by Customer without BuildingLink’s prior written consent and will automatically terminate without notice if Customer fails to comply with any of the terms and conditions of the Agreement.
D. The KeyLink Software may be used only in connection with the inventory, organization and tracking of keys by Customer, and for no other purpose. Any other use is prohibited, including, but not limited to, (i) distributing or otherwise making the KeyLink Software available to the public or any third parties or allowing any such third parties to access the functionality of the KeyLink Software; (ii) renting, leasing, selling, lending or encumbering the KeyLink Software; (iii) modifying, copying, decompiling, making derivative works of or reverse engineering any source code of the KeyLink Software by any means whatsoever or attempting to do the same; or (iv) access or use the KeyLink Software for purposes of competitive analysis of the KeyLink Software, or for the development, provision, or use of a competing software service or product.
E. Customer expressly agrees and acknowledges that BuildingLink and its licensors may include mechanisms within the KeyLink Software that (i) limit the size of the database and/or (ii) allow BuildingLink and its licensors to access the KeyLink Software to provide updates and/or upgrades.
iii. Training. BuildingLink agrees to provide training for KeyLink Services delivered by remote access or telephone to Customer and to Customer’s designated employees as set forth in an applicable Order Form.
e. KeyLink Annual Maintenance Agreement.
i. Annual Subscription Required.
A. To access and use any KeyLink Services (including without limitation, the KeyLink Hardware and KeyLink Software), Customer must purchase a recurring annual Subscription to KeyLink Maintenance Services. Each annual Subscription for KeyLink Maintenance Services shall run from the date of purchase of the KeyLink System.
B. Customer agrees that in the event it terminates its annual Subscription for KeyLink Maintenance Services or fails to maintain an active Subscription to BuildingLink Platform Services, BuildingLink will have no obligation or liability to Customer to provide any support, updates, or maintenance services with respect to any KeyLink Services.
ii. BuildingLink Obligations. During the annual Subscription for KeyLink Maintenance Services BuildingLink will:
A. provide all generally released updates or modifications to the KeyLink Software;
B. provide access to the KeyLink WebAccess Service which provides remote monitoring, backup, and configuration functions;
C. reasonably attempt to correct all material failure of the KeyLink Software to perform a specific function that it has been designed to perform, with the foregoing to be determined by BuildingLink in its reasonable discretion; and
D. provide in its reasonable discretion telephone support for questions or problems with the KeyLink Hardware or KeyLink Software during BuildingLink’s regular business hours, excluding recognized holidays.
4. Mobile and Desktop Applications. Certain of BuildingLink Services may have a mobile or desktop application available for Permitted Users to download for the purpose of accessing and using the BuildingLink Services (each, a “Application”). The download and use of each such Application shall be governed by the terms of any Terms of Use within such Application, as well as the Agreement.
5. Branded Services.
a. Branded Version of BuildingLink Mobile Application. If set forth in an applicable Order Form, BuildingLink will deliver to Customer a version of its BuildingLink Mobile Application with the name and logo of the Customer and/or the Building (a “Branded BuildingLink Mobile Application”). If such a Branded BuildingLink Mobile Application is created, it will offer only BuildingLink Platform Services as they are delivered to other customers with no additional customization or specialization. Any Branded BuildingLink Mobile Application shall be governed by the terms of Section 1 of these Product Terms (BuildingLink Platform Services).
b. Branded Public Websites.
i. If set forth in an applicable Order Form, BuildingLink will develop and publish a branded webpage on Customer’s website (a “Branded Public Website”).
ii. Customer is and will be the sole and exclusive owner of all right, title, and interest in and to the Branded Public Website, including all Intellectual Property Rights therein, except as otherwise set forth below. BuildingLink shall, and hereby does, immediately on its creation, assign, transfer, and otherwise convey to Customer, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Branded Public Website, including all Intellectual Property Rights therein. Customer acknowledges and agrees that the Branded Public Website may be created using templates subject to the Intellectual Property Rights of third parties.
iii. Notwithstanding anything to the contrary in these Product Terms, BuildingLink and its licensors are, and will remain, the sole and exclusive owners of all right, title, and interest in and to all content, and any other information in any form or media, including documents, data, know-how, ideas, specifications, and software code, in which BuildingLink owns all Intellectual Property Rights and that (A) were developed or otherwise acquired by BuildingLink prior to work on Customer’s Branded Public Website or (B) are related in any way whatsoever to the BuildingLink Services, including derivative works thereof whether created prior to or during the work on the Customer’s Branded Public Website.