Terms of Service

1. Introduction

Welcome to BoardRecord. These Terms of Service ("Terms") govern your access to and use of the BoardRecord platform, website, and related services (collectively, the "Service") operated by Balt Productions, Inc., doing business as BoardRecord ("BoardRecord," "we," "us," or "our").

By creating an account or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, do not use the Service.

2. Eligibility

You must be at least 16 years of age to use the Service. By using the Service, you represent and warrant that you meet this age requirement and have the legal capacity to enter into a binding agreement. If you are under 18, you must have parental or guardian consent to use the Service.

3. Account Registration

To access certain features of the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain and promptly update your account information to keep it accurate.
• Keep your password secure and confidential. You are responsible for all activity that occurs under your account.
• Notify us immediately at support@boardrecord.com if you suspect any unauthorized use of your account.

If you are a workspace administrator, you are responsible for managing access, permissions, and content uploaded by members of your organization or workspace. You are responsible for ensuring that all users under your workspace comply with these Terms and have appropriate rights to upload and use content within the Service.

We reserve the right to suspend or terminate accounts that contain inaccurate information or that violate these Terms.

4. Description of Service

BoardRecord provides a project management and quality assurance platform for the construction and building industry. The Service includes, but is not limited to:

• Email-native project timelines that organize communications chronologically.
• Document ingestion, processing, and storage for project-related files.
• AI-powered search and retrieval-augmented generation (RAG) capabilities for intelligent document queries.
• Integration with third-party services such as email providers, Slack, and Microsoft Teams.
• Governance approvals, audit trail export, and counsel brief export (Board Pro). Project obligation and deadline tracking on capital projects when available on your plan.

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will make reasonable efforts to notify you of material changes.

5. Acceptable Use

You agree not to use the Service to:

• Violate any applicable local, state, national, or international law or regulation.
• Upload, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable.
• Infringe upon the intellectual property rights, privacy rights, or other rights of any third party.
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Use the Service to transmit viruses, malware, or other malicious code.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Use automated systems (bots, scrapers, crawlers) to access the Service without our prior written consent.
• Resell, sublicense, or distribute access to the Service without our authorization.
• Rely on AI-generated outputs as the sole basis for safety-critical, legal, regulatory, or professional decisions in construction or building projects.

We reserve the right to investigate and take appropriate action against anyone who violates these restrictions, including removing content, suspending accounts, and reporting to law enforcement.

6. Your Content

You retain ownership of all content, data, documents, and materials you upload, submit, or transmit through the Service ("Your Content"). By using the Service, you grant us a limited, non-exclusive, worldwide license to use, process, store, and display Your Content solely for the purpose of providing and improving the Service.

You represent and warrant that:

• You own or have the necessary rights and permissions to upload and use Your Content with the Service.
• Your Content does not violate the rights of any third party, including intellectual property, privacy, or contractual rights.
• Your Content complies with all applicable laws and regulations.

We do not claim ownership of Your Content. Upon termination of your account, we will delete Your Content in accordance with our Privacy Policy.

Feedback. If you choose to send us suggestions, ideas, feature requests, or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and incorporate that Feedback for any purpose, including to develop and improve the Service, without any obligation or compensation to you. Feedback is provided voluntarily and is not confidential.

No Duty to Monitor. We have the right, but not the obligation, to monitor, review, screen, or remove Your Content at our discretion. We are not responsible for, and do not endorse, any user-submitted content. Our exercise or non-exercise of this right does not make us responsible for Your Content or relieve you of your responsibilities under these Terms.

7. Intellectual Property

The Service, including all software, designs, text, graphics, logos, icons, and other materials (excluding Your Content), is the property of BoardRecord and is protected by copyright, trademark, patent, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose in accordance with these Terms. This license does not include the right to:

• Modify or create derivative works based on the Service.
• Use the Service for any commercial purpose not expressly permitted.
• Remove, alter, or obscure any proprietary notices or labels on the Service.

8. Subscriptions and Payment

Certain features of the Service require a paid subscription. By subscribing to a paid plan, you agree to the following:

• Billing: Subscription fees are billed in advance on a recurring basis (monthly or annually) depending on the plan you select.
• Auto-Renewal: Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.
• Price Changes: We may change subscription prices with at least 30 days' notice. Continued use of the Service after a price change constitutes acceptance of the new pricing.
• Refunds: Subscription fees are generally non-refundable, except as required by applicable law or as otherwise stated in our refund policy.
• Free Trials: If you are on a free trial, you will not be charged until the trial period ends. You may cancel at any time during the trial to avoid charges.

9. Third-Party Integrations

The Service may integrate with or provide access to third-party services, including but not limited to email providers, Slack, Microsoft Teams, and cloud storage platforms. Your use of these third-party services is subject to their respective terms of service and privacy policies.

We are not responsible for the availability, accuracy, or content of third-party services. We do not endorse and are not liable for any damage or loss arising from your use of third-party services accessed through the Service.

10. DMCA / Copyright Policy

BoardRecord respects the intellectual property rights of others and expects users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA), we will respond to notices of alleged copyright infringement that comply with applicable law.

If you believe that content on the Service infringes your copyright, please send a written notice to our designated DMCA agent at legal@boardrecord.com with the following information:

• A physical or electronic signature of the copyright owner or authorized agent.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material claimed to be infringing and information reasonably sufficient to permit us to locate it.
• Your contact information, including address, telephone number, and email address.
• A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law.
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

If you believe your content was removed in error, you may submit a counter-notification to our DMCA agent containing the information required by the DMCA. We may restore the content unless the original complainant files a court action seeking to restrain the allegedly infringing activity.

We maintain a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers of intellectual property rights.

11. Disclaimer of Warranties

The Service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free.
• The results obtained from the Service will be accurate or reliable.
• The AI-powered features, including search results and generated content, will be free from errors, omissions, or inaccuracies.
• Any defects in the Service will be corrected.

You acknowledge that AI-generated outputs are provided for informational purposes and should not be relied upon as the sole basis for professional, legal, or safety-critical decisions.

12. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall BoardRecord, its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of (or inability to access or use) the Service.
• Any conduct or content of any third party on the Service.
• Any content obtained from the Service.
• Unauthorized access, use, or alteration of your transmissions or content.

Our total aggregate liability for all claims arising out of or relating to these Terms or the Service shall not exceed the greater of (a) the amount you paid us in the 12 months preceding the claim, or (b) one hundred dollars ($100).

13. Indemnification

You agree to indemnify, defend, and hold harmless BoardRecord and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service.
• Your violation of these Terms.
• Your violation of any rights of any third party.
• Your Content or any data you submit, upload, or transmit through the Service.

14. Termination

You may terminate your account at any time by contacting us or through the account settings in the Service.

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Reasons for termination may include, but are not limited to:

• Violation of these Terms.
• Conduct that we determine is harmful to other users or the Service.
• Extended periods of inactivity.
• Non-payment of subscription fees.

Upon termination, your right to use the Service will immediately cease. You will have 30 days from the date of termination notice to export Your Content from the Service before it is deleted, unless a shorter period is required by law or your account was terminated for violation of these Terms. Sections of these Terms that by their nature should survive termination will survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnification, and limitation of liability.

15. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

15.1 Informal Resolution

Before initiating arbitration or any formal proceeding, you agree to first contact us at legal@boardrecord.com and attempt to resolve the dispute informally for at least 60 days. This informal resolution process is a condition precedent to commencing arbitration.

15.2 Binding Arbitration

If the dispute is not resolved within the 60-day period, either party may initiate binding arbitration, except where prohibited by law. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (and, where applicable, its Supplementary Procedures for Consumer-Related Disputes), as modified by these Terms. The AAA rules are available at www.adr.org.

The seat and venue of the arbitration shall be New York County, New York. The arbitration shall be conducted by a single arbitrator. Hearings may be held by video or telephone conference where the parties agree or the arbitrator so orders. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

15.3 Fees and Costs

Payment of all filing, administration, and arbitrator fees will be governed by the applicable AAA rules. Each party will bear its own attorneys' fees and costs except where the applicable rules or governing law provide otherwise, or where the arbitrator determines that a claim or defense was frivolous.

15.4 Delegation

The arbitrator has the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of it is void or voidable, except that a court has authority to decide whether the class-action waiver in Section 15.6 is enforceable.

15.5 Exceptions

Notwithstanding the foregoing, either party may (a) bring an individual claim in a small-claims court for disputes within that court's jurisdiction, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property or other proprietary rights.

15.6 Class-Action Waiver and Mass Arbitration

You and BoardRecord agree to resolve disputes only on an individual basis, and waive any right to bring or participate in a class, collective, consolidated, or representative action, or in class-wide arbitration.

If 25 or more similar claims are asserted against BoardRecord by or with the assistance of the same or coordinated counsel, the parties agree that the claims will be administered in staged batches of no more than 50 claims each, with a small number of bellwether cases arbitrated first and the results used to facilitate resolution of the remaining claims. This provision is intended to promote the efficient resolution of mass filings and does not waive any party's substantive rights.

15.7 Opt-Out

You may opt out of this Section 15 (arbitration and class-action waiver) by sending written notice to legal@boardrecord.com within 30 days of first creating your account. Your notice must include your name, the email associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

16. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page and notify you via email or through the Service. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms.

If you do not agree to the modified Terms, you must stop using the Service and may terminate your account.

17. General Provisions

• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and BoardRecord regarding your use of the Service.
• Electronic Communications: By using the Service, you consent to receive electronic communications from us, including service notifications, updates, security alerts, and legal notices. You agree that such communications satisfy any legal requirement that communications be in writing.
• Export Controls: You agree to comply with all applicable U.S. export control laws and regulations, including sanctions administered by the Office of Foreign Assets Control (OFAC). You may not use or access the Service if you are located in, or a resident of, any country or region subject to a U.S. government embargo, or if you are on any U.S. government list of prohibited or restricted parties.
• Waiver: The failure of BoardRecord to enforce any right or provision of these Terms shall not be considered a waiver of that right or provision.
• Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights and obligations under these Terms without restriction.
• Force Majeure: We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including natural disasters, acts of government, or internet service disruptions.

18. Contact Us

If you have any questions about these Terms, please contact us at: