What this agreement says, in plain English
- 1. What you get. OurBuilding is a WhatsApp-based maintenance system for your building. Residents report problems by message, the super gets dispatched, and the Board can see every open and closed ticket. We host it, keep it running, and support it.
- 2. What it costs. The annual fee on your Customer Order, billed once a year in advance. The price is fixed for the first 12 months. After that we can change it, but only with 60 days' written notice, and you can cancel instead of paying the new price.
- 3. How long you're committed. You aren't. Cancel any time with 30 days' notice and we refund the unused portion of the year. No termination fee.
- 4. Your data is yours. Every ticket, message, photo, and resident record belongs to the Building. We don't sell it, share it, or use it for advertising. When you leave, you get a full export in a standard format within 10 days, and we delete our copy 30 days after that unless you ask us to keep it longer.
- 5. If we go away. If OurBuilding shuts down, is sold, or stops supporting the product, you get at least 90 days' notice, a full data export, and a refund of any prepaid months. See Section 8.
- 6. If it breaks. If the service is down for more than 24 hours in a month (other than scheduled maintenance you were told about), you get a credit of three times the daily fee for each day of outage. The service is provided as-is beyond that, and our total liability is capped at what you paid us in the past 12 months.
- 7. What we need from you. Keep the resident and staff contact list reasonably current, and don't use the service for anything other than running your building.
- 8. Who's on the hook for what residents post. You and your residents are responsible for what gets posted. We're responsible for keeping the system secure and for our own breaches of this agreement.
OurBuilding Subscription Agreement
This agreement is between Brooklyn Bridge Ventures, LLC doing business as OurBuilding ("we," "us") and the building named on the attached Customer Order ("you," the "Building"). It starts on the Start Date in the Customer Order.
1. The service. We provide a messaging-based maintenance and communication service for your building (the "Service"): residents and staff report and track building issues through WhatsApp (or a successor messaging platform we support), and the Board and managing agent can view, assign, and close those tickets. We will host, maintain, and support the Service for the length of this agreement. We may improve the Service over time. We will not remove a core function without 60 days' notice.
2. Who can use it. Residents, Board members, building staff, and your managing agent ("Users"). Each User agrees to a short set of user terms the first time they use the Service. You may let a new owner or managing agent of the Building take over this agreement by telling us in writing.
3. Fees. You pay the annual fee on the Customer Order, in advance, on the Start Date and on each anniversary. The fee is fixed for the first 12 months. After that we may change it with at least 60 days' written notice; if you don't want the new fee, you can cancel under Section 4 and owe nothing further. Invoices are due within 30 days. If an invoice is more than 60 days overdue we may suspend the Service after giving you 10 days' written notice. We do not charge interest, late fees, or collection costs.
4. Cancelling. Either of us may end this agreement at any time, for any reason, with 30 days' written notice. Email to the contacts on the Customer Order counts as written notice. If you have prepaid for time after the end date, we refund it pro rata within 30 days. When the agreement ends: (a) we give you a complete export of your data in a standard, machine-readable format (such as CSV and the original photo files) within 10 days; (b) we keep your data available for 30 days after that in case the export needs to be re-run; (c) we then delete it, unless you ask us in writing to retain it.
5. Your responsibilities. You use the Service only to operate and maintain the Building. You keep the list of residents and staff reasonably current. You are responsible for what you and your Users post, and you agree Users will not post anything unlawful, abusive, or that infringes someone else's rights. We may remove such content and will tell you if we do.
6. Your data. All information you and your Users put into the Service, and all records the Service generates about your building, belong to the Building. We use it only to provide and support the Service. We do not sell it, share it with third parties except our hosting and messaging providers as needed to run the Service, or use it for advertising. We will not name the Building in marketing without your written consent. We will protect your data with security measures that are reasonable and customary for a service of this kind, including encryption in transit and at rest. If we become aware of a security breach that affects your data, we will notify you within 72 hours. We will disclose your data without your consent only if required by law or court order, or where we believe in good faith it is necessary to protect someone's physical safety. Where legally permitted, we will tell you first.
7. Uptime and support. We aim to keep the Service available 24 hours a day. If the Service is unavailable for more than 24 consecutive hours in any month, other than for scheduled maintenance we told you about at least 48 hours in advance, we will credit you three times the daily fee for each day of unavailability against your next invoice. We provide setup help and training when you start, at no charge, and ongoing support by email and message during normal business hours.
8. Continuity — if we go away. This section survives everything else. If we decide to stop offering the Service, sell the company, or can no longer support the Service for any reason: (1) We will give you at least 90 days' written notice before the Service ends. (2) We will provide the full data export described in Section 4 at any point during that period, as many times as you ask. (3) We will refund any prepaid fees for the period after the Service ends. (4) If the Service is sold or transferred to a new owner, that owner must agree in writing to take on all of our obligations under this agreement, and you may cancel under Section 4 if you don't want to continue with them.
9. Ownership of the software. We own the Service, the software behind it, and all intellectual property in it. You get a non-exclusive right to use the Service while this agreement is in force. You won't copy, resell, reverse-engineer, or give third parties access to the Service, other than your Users.
10. What we promise, and what we don't. We promise the Service will work substantially as described in Section 1 and that we will meet the obligations in this agreement. Beyond that, the Service is provided "as is." We don't guarantee it will be error-free or uninterrupted, and we aren't responsible for the accuracy of anything residents or staff post, for the acts of your staff or contractors, or for problems caused by WhatsApp, your internet provider, or events outside our reasonable control. Neither of us is liable to the other for indirect, consequential, or lost-profit damages. Except for our obligations under Sections 6 (your data) and 8 (continuity), and for either party's breach of Section 9, our total liability to you under this agreement is capped at the fees you paid us in the 12 months before the claim arose. We will defend and indemnify you against any claim that the Service infringes someone else's intellectual property. Each of us will indemnify the other against third-party claims caused by our own breach of this agreement.
11. Changes to this agreement. We may propose changes to this agreement with 60 days' written notice. A change takes effect only if you agree to it in writing. If you don't, this agreement continues unchanged, and either of us may cancel under Section 4. Sections 5 and 6 (use and data) will only ever change in your favor.
12. General. New York law governs this agreement, and disputes go to the state or federal courts in Kings County. Neither of us may assign this agreement without the other's consent, except that (a) you may assign it as Section 2 allows, and (b) we may assign it, without your consent, to an entity under common ownership with us or to a successor that acquires the OurBuilding business, provided that entity agrees in writing to take on all of our obligations under this agreement and we tell you within 30 days. Section 8 still applies to any such transfer. This agreement and the Customer Order are the whole deal between us; if they conflict, the Customer Order controls for the business terms it sets (fee, dates, contacts) and this agreement controls for everything else. Sections 4, 6, 8, 9, and 10 survive termination.