YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF THE “SERVICE” (AS DEFINED HEREIN). YOU REPRESENT THAT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION, COMPANY OR OTHER LEGAL ENTITY, AND THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. THE TERMS “YOU” OR “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY AND SHALL INCLUDE YOUR “USERS” (AS DEFINED HEREIN).
BoardManagement.com is a software developed by Board Matters, LLC, located at 28440 Old 41 Rd. Suite #9 – Bonita Springs, FL 34135. Board Matters, LLC’s software d/b/a Board Management will provide you with the use of the Service, including a browser interface and data encryption, transmission, access, and storage. Your registration for and use of the Service, whether on a free trial or paid basis, shall be deemed to be your agreement to abide by this Agreement and the terms of your particular subscription order (including terms of payment and usage) which you have submitted online or in any other written form and which are incorporated herein. Capitalized terms used herein shall have the meanings assigned to those terms in this Agreement, including the “Definitions” section at the end of this Agreement.
1. Privacy & Security Policies
You accept the terms of Board Management’s privacy and security policies, which may be viewed at www.boardmanagement.com/privacy. Board Management reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.
2. License Grant & Restrictions
Board Management hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your organization or business purposes, under the terms and conditions of this Agreement and your subscription order. All rights not expressly granted to you are reserved by Board Management.
You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You (including the Users) may use the Service only in connection with the charitable or business operation of your organization and not for any use unrelated to your organization. You shall not permit the number of your Users to exceed the number of permitted Users which may be applicable under the terms of your subscription order. You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity of your Users occurring under this Agreement and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Board Management immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Board Management immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Board Management user or provide false identity information to gain access to or use the Service.
4. Account Information and Data
Board Management does not own any data and information that you submit to the Service in the course of using the Service (“Customer Data”). Board Management shall not have any responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Board Management shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Board Management will make available to you the Customer Data in a format that you may request, provided that you pay for the reasonable fees and expenses that Board Management may charge for the transfer of such Customer Data, and Board Management shall have no obligation to retain or maintain the Customer Data after the earlier of (i) the transfer of Customer Data to you or (ii) 90 days after the termination of this Agreement. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Board Management shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
Board Management alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Board Management Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Board Management Technology or the Intellectual Property Rights owned by Board Management. The Board Management name, the Board Management logo, and the product names and logos associated with the Service are trademarks of Board Management or third parties, and no right or license is granted to use them.
6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Board Management and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Board Management does not endorse any sites on the Internet that are linked through the Service. Board Management provides these links to you only as a matter of convenience, and in no event shall Board Management or its licensors be responsible for any content, products, or other materials on or available from such sites. Board Management provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7. Payment and Subscription Periods
Under the terms of your subscription order, you are charged monthly, annual or other periodic fees. You agree to pay such fees, applicable taxes, and any other applicable charges and fees in order to use and access the Service. We reserve the right to increase fees, or to institute a new fee structure at any time, effective upon a monthly, annual or other subscription period, consistent with the terms of your subscription order, and we will provide advance notice of any such change through a posting on our website or such other means as we may deem appropriate (including email or conventional mail). All subscription fees paid are non-refundable.
Under the terms of your subscription order, you may be subscribed for automatically recurring monthly, annual or other subscription period, and we reserve the right to charge your credit card (or other form of payment, if applicable) prior to the start of each such period unless you cancel your subscription by written notice to us at least 15 days prior to the start of such period. If you subscribed initially under a free trial period, at the end of such period you will automatically be subscribed for a term and at the rates prescribed under the terms of your subscription order unless you cancel your subscription prior to the end of the trial period by contacting customer service at [email protected]
You agree to provide us with true, accurate and complete information as required by your subscription process (“Subscription Data”), including but not limited to your legal name, address, telephone number, email address, billing information and credit card information, and to allow us to share your Subscription Data with third parties for the purpose of verifying the information you provide and billing your credit card or otherwise charging your account. You agree to maintain and promptly update the Subscription Data with us. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your subscription and your access to the Service.
8. Non-Payment and Suspension
In addition to any other rights granted to Board Management herein, Board Management reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. Delinquent accounts may be charged with interest on any outstanding balance up to the maximum permitted by law, plus all expenses of collection. You will continue to be charged for licenses during any period of suspension. Board Management reserves the right to impose a reinstatement fee in the event you are suspended and reinstated.
9. Termination for Cause
Any breach of your payment obligations, unauthorized use by any User of the Board Management Technology or Service or any other breach of your covenants, representations or warranties in this Agreement will be cause for termination of the Service, and Board Management, in its sole discretion, may terminate your passwords, account access or use of the Service.
10. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Board Management represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
You shall indemnify and hold Board Management, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you of this Agreement, provided in any such case that Board Management (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Board Management of all liability and such settlement does not affect Board Management’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
12. Disclaimer of Warranties
BOARD MANAGEMENT’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BOARD MANAGEMENT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
15. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. You agree that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss, and the European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Board Management and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or the European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
Board Management may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Board Management’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Board Management’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Board Management (such notice shall be deemed given when received by Board Management) at any time by any of the following: letter sent by confirmed facsimile to Board Management at the following fax number: (888) 240-3415; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Board Management at the following address: Board Management 28440 Old 41 Rd.Suite #9, Bonita Springs, FL 34135.
18. Modification to Terms
Board Management reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, and we will provide advance notice of any such change through a posting on our website or such other means as we may deem appropriate (including email or conventional mail). Continued use of the Service after any such changes shall constitute your consent to such changes.
19. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Board Management but may be assigned without your consent by Board Management to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by the State of Florida law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Naples, Florida. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Board Management as a result of this agreement or use of the Service. The failure of Board Management to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Board Management in writing. This Agreement comprises the entire agreement between you and Board Management and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
As used in this Agreement: “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “Board Management Technology” means all of Board Management’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Board Management in providing the Service; “Service” means the services identified during the subscription ordering process, to which you are being granted access under this Agreement, including the Board Management Technology and the Content; “Users” means your board members, officers, employees, representatives, consultants, contractors or other agents, who are authorized by you to use the Service and have been supplied user identifications and passwords by you (or by Board Management at your request).