Services and License
BuildingBlok hereby grants Customer and its Users the right to access the Service via the web-based platform available at the Site in accordance with the terms and conditions of these Terms, including any Order, if any, and the Pricing Page (as defined below).
Customer may create and manage the number of unique projects specified in the applicable Order, or in excess of the Order, but in accordance with the Pricing Page (each, a “Project”).
Customer may authorize the number of unique Employee Users specified in the applicable Order, or in excess of the Order, but in accordance with the Pricing Page, to use the Service.
Customer may authorize the number of unique External Users specified in the applicable Order, or in excess of the Order, but in accordance with the Pricing Page, to use the Service.
The Service is subject to modification from time to time at BuildingBlok’s sole discretion. BuildingBlok will use reasonable efforts to give User prior written notice of any material modifications. BuildingBlok reserves the right to suspend User’s access to the Service: (i) for scheduled or emergency maintenance, (ii) in the event BuildingBlok reasonably believes a User is in breach of these Terms, or (iii) for any purpose deemed appropriate by BuildingBlok.
User hereby grants to BuildingBlok a limited royalty-free license during the Term to (i) reproduce, translate, encode, publish, use, and distribute the Customer Data (as defined in Section 2(b)) for the purpose of providing the Service to Users, improve the Service and to fulfill BuildingBlok’s obligations under these Terms and (ii) create and disclose aggregate and anonymous data from the Customer Data for its own purposes.
Subject to Customer’s and each Authorized User’s compliance with the Terms, BuildingBlok grants to Customer a non-exclusive, non-transferable, revocable license to allow its Authorized Users to download, reproduce and use the Downloadable Software on a reasonable number of mobile devices or computers that are owned or controlled by Customer or the User, subject at all times to the Terms, including any restrictions on use. “Downloadable Software” means mobile applications authorized by BuildingBlok for downloading for use in connection with the Services.
For any Downloadable Software accessed through or downloaded from the Apple App Store (an “App Store Sourced Software”), Customer and any User will only use the App Store Sourced Software: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. As between the App Store and BuildingBlok, BuildingBlok, not the App Store, is solely responsible for the Service and addressing any claims relating to the Service (e.g., product liability, legal compliance or intellectual property infringement). For the avoidance of doubt, the parties state that Apple has no obligation to furnish any maintenance and support services. Customer acknowledges that Apple Corporation, the App Store and their subsidiaries are third-party beneficiaries of this Section 1(e) and will have the right to enforce them.
User will not, nor will any User permit any third party to: (i) reverse engineer, decompile, decrypt, extract, disassemble or otherwise attempt to discover the source code of the Service, (ii) modify, translate, or create derivative works based on the Service, or (iii) alter, modify, change, remove, or otherwise transform or vary any copyright, trademark, or other intellectual property notices included on the Service.
Customer and each Authorized User will be responsible for creating, modifying, entering or reentering all data, content, and other information uploaded to the Service by or on behalf of Customer (“Customer Data”). Customer, on behalf of itself and its Authorized Users, and each User on its own behalf agrees not to use the Service to collect, upload, transmit, display, or distribute any Customer Data that: (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, or otherwise objectionable; or (iii) is in violation of any law, regulation, or obligations or restrictions imposed by any third party. BuildingBlok will have no obligation to backup or maintain the Customer Data and Customer agrees that it will maintain its own backups of the Customer Data. User acknowledges and agrees that BuildingBlok will have no liability to User or any third party for deletion of any Customer Data from the Service following the date of termination of User’s access to and use of the Service.
User will not use the Service: (i) for leasing, timesharing, or service bureau purposes unless otherwise expressly permitted by BuildingBlok in the applicable Order; (ii) to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (iii) to send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iv) to interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (v) to attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means; (vi) to harass or interfere with another User’s use and enjoyment of the Service; or (vii) to introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.
User will use the Service only in compliance with all applicable laws and regulations (including but not limited to any privacy laws and regulations, restrictions imposed by the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority).
User will be solely responsible for maintaining the security of any usernames and passwords granted to User to access the Service (“Access Credentials”) and User will be liable and responsible for all uses of User’s Access Credentials, including any liability to third parties or any fees incurred. In the case of Customer, Customer will be responsible for all activities occurring under any of its Employee User and External User accounts.
Customer will be liable for the acts and omissions of each of its Authorized Users and any breach of Customer’s obligations under these Terms by an Authorized User will be deemed to be a breach by Customer. In the case of External Users, in consideration for access to the Service, External User hereby agrees and covenants not to bring any demand, claim, lawsuit, or action against BuildingBlok arising from or related to the Service or any Project. Ownership.
“IP Rights” mean all forms of intellectual property rights and protections throughout the world, including, but not limited to any: (i) patents (including any patent applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof), (ii) copyrights, (iii) trademarks, service marks, and trade dress, together with all goodwill associated therewith, (iv) trade secrets, (v) rights in databases and designs, (vi) moral rights and similar rights, and (vii) other proprietary rights and protections, whether currently existing or hereafter developed or acquired, whether published or unpublished, arising under statutory law, common law, or by contract, and whether or not perfected, including all applications, disclosures and registrations with respect thereto. As between the parties, BuildingBlok and its suppliers will retain all right, title and interest in and to all IP Rights in the Service and all improvements, modifications, and derivative works thereto.
If User provides BuildingBlok any feedback or suggestions regarding the Service (“Feedback”), User hereby assigns to BuildingBlok all rights in the Feedback and agrees that BuildingBlok will have the right to use such Feedback and related information in any manner it deems appropriate. BuildingBlok will treat any Feedback User provides as non-confidential and non-proprietary. User agrees not to submit to BuildingBlok any information or ideas that User considers to be confidential or proprietary. As between the parties, Customer owns all right, title, and interest in and to the Customer Data, including all IP Rights therein. Payment.
In accordance with Section 4(c) below, Customer will pay the subscription and usage fees for the Service set forth on the BuildingBlok’s pricing page buildingblok.com/pricing (the “Pricing Page”) for Projects, Employee Users, External Users, and data storage (the “Fees”) at the time of the Order. BuildingBlok reserves the right at any time to change its prices, either immediately upon posting on the Pricing Page or by e-mail delivery to you. In the event that BuildingBlok changes the prices on the Pricing Page, the Fees payable to BuildingBlok by you will increase or decrease in accordance with any such modification upon notice to you or such other period specified on the Pricing Page or in the applicable email notice. If Customer exceeds the specified data storage limit set forth on the Order, Customer will be invoiced at the end of each calendar month for the excess usage over the data storage limit specified in the Order at the rate set forth on the Pricing Page at the time of the increase, and Customer agrees to pay the additional fees without any right of set-off or deduction.
You must provide BuildingBlok with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information as a condition to signing up for the Service. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not these Terms to determine your rights and liabilities. By providing BuildingBlok with your credit card number or PayPal account and associated payment information, you agree that BuildingBlok is authorized to immediately invoice your Account for all fees and charges due and payable to BuildingBlok hereunder and that no additional notice or consent is required. You agree to immediately notify BuildingBlok of any change in your billing address or the credit card account used for payment hereunder.
All payments will be made in accordance with the payment schedule described in the applicable Order and will be due within thirty (30) days of invoice. Unpaid Fees are subject to a finance charge of one and a half percent (1.5%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under these Terms are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any.
Customer agrees to pay such taxes (excluding taxes based on BuildingBlok’s net income) unless Customer has provided BuildingBlok with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to BuildingBlok on account thereof.
User (including any Customer) will indemnify, defend and hold harmless BuildingBlok from and against any and all claims, suits, actions, or other proceedings for any loss or damage (including reasonable attorneys’ fees) resulting from User’s breach of these Terms or use of the Service (including, in the case of any Customer, the breach of these Terms or use of the Service by any of its Employee Users and / or External Users. Disclaimer.
THE SERVICE IS PROVIDED "AS-IS," AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. BUILDINGBLOK AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CUSTOMER AND USER ACKNOWLEDGE THAT BUILDINGBLOK IS NOT THE PRIMARY STORAGE FACILITY FOR CUSTOMER DATA AND BUILDINGBLOK WILL NOT BE LIABLE FOR THE LOSS OF ANY SUCH CUSTOMER DATA NO MATTER HOW CAUSED AND EVEN IF CAUSED BY BUILDINGBLOK’S NEGLIGENCE.
The Service might contain links to third party websites or services (collectively, “Third Party Sites”). Such Third Party Sites are not under the control of BuildingBlok and BuildingBlok is not responsible for any Third Party Sites. BuildingBlok provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. User uses all Third Party Sites at its own risk. When User links to a Third Party Site, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.
Each User is solely responsible for any and all of its Customer Data. Because BuildingBlok does not control Customer Data, User acknowledges and agrees that BuildingBlok is not responsible for any Customer Data and makes no guarantees regarding the accuracy, currency, suitability, or quality of any Customer Data, and BuildingBlok assumes no responsibility for any Customer Data. Each User’s interactions with other Users are solely between User and such other User. User agrees that BuildingBlok will not be responsible for any loss or damage incurred as the result of any such interactions.
User hereby releases and forever discharges BuildingBlok (and its officers, employees, agents, successors, and assigns) from, and hereby waives and relinquishes, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Users or Third Party Sites. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Limitation Of Liability. NEITHER BUILDINGBLOK NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LOST SAVINGS, EVEN IF SUCH PARTY IS INFORMED OF THEIR POSSIBILITY (SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY); AND BUILDINGBLOK’S TOTAL LIABILITY TO CUSTOMER, USER AND THIRD PARTIES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID BY SUCH USER TO BUILDINGBLOK HEREUNDER IN THE TWELVE (12) MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL BUILDINGBLOK’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS.
Term And Termination
These Terms will be effective upon the date of your acceptance of these Terms and will continue until terminated by either party as permitted in these Terms. Each Order will continue for the Term specified in the Order and if no Term is specified than for a period of one (1) year. BuildingBlok may terminate any Order immediately upon notice. Either party will have the right to terminate these Terms and all Orders for breach of any material term or condition of these Terms (or with respect to an Order, a breach of a material term or condition of such Order) and failure to cure such breach within thirty (30) days after written notice.
Arbitration Agreement And Jury Trial Waiver, Class Action Waiver, And Forum Selection Clause. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between User and BuildingBlok or BuildingBlok’s employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration.
Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law.The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
User is thus GIVING UP USER’S RIGHT TO GO TO COURT to assert or defend User’s rights EXCEPT for matters that may be taken to small claims court. User rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. User is entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
User and BuildingBlok must abide by the following rules: (i) ANY CLAIMS BROUGHT BY USER OR BUILDINGBLOK MUST BE BROUGHT IN THE PARTYS’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (iii) in the event that User is able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, BuildingBlok will pay as much of User’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (iv) BuildingBlok also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator will honor claims of privilege and privacy recognized at law; (vi) the arbitration will be confidential, and neither User nor BuildingBlok may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law. Notwithstanding the foregoing, either User or BuildingBlok may bring an individual action insmall claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in New York, New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures will not be deemed a waiver of the right to arbitrate.
With the exception of subparts 12(d)(i) and 12(d)(ii) (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart 12(d)(i) or 12(d)(ii) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor BuildingBlok will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in New York, New York. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
Choice Of Law. These Terms are made under and will be governed by and construed in accordance with the laws of the State of New York, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Entire Agreement. These Terms constitute the entire agreement between User and BuildingBlok regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word including means including, without limitation. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. User’s relationship to BuildingBlok is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and User’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by User without BuildingBlok’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. These Terms will be binding upon assignees.
Copyright/Trademark Information. Copyright © 2016 BuildingBlok. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
LAST UPDATED. July 22, 2014.