NOTE: YOU ARE CONCLUDING A LEGALLY BINDING AGREEMENT.
The mission of BoardProspects is to provide an online boardroom recruitment platform for non-profit, private and publicly-traded corporations.
Scope and Intent.
Applicable laws and this Agreement
You must comply with all applicable laws as well as with the Agreement, as may be amended from time to time with or without advance notice.
License and warranty for your submissions to BoardProspects.
You own the information you provide to BoardProspects under this Agreement and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant BoardProspects a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to BoardProspects, including but not limited to any user generated content, ideas, concepts, techniques or data to the services, you submit to BoardProspects, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in this Agreement.
By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your BoardProspects profile information accurate and updated.
To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a BoardProspects account, (3) are not a competitor of BoardProspects or are not using the Services for reasons that are in competition with BoardProspects; (4) will only maintain one BoardProspects account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of BoardProspects, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; (4) refrain from selling, trading, or otherwise transferring your BoardProspects account to another party; and (5) refrain from charging anyone for access to any portion of BoardProspects, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please contact BoardProspects at firstname.lastname@example.org.
You indemnify us and hold BoardProspects harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through BoardProspects.
If you purchase any services that we offer for a fee, either on a one-time or subscription basis (“Upgraded Membership”), you agree to allow BoardProspects to store your payment card information. You also agree to pay the applicable fees for the Premium Membership (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the date you cancel your subscription to the Upgraded Membership.
If you purchase the monthly option for the Premium Individual Membership, the membership shall automatically renew every thirty (30) days and your credit card will be automatically charged every thirty (30) days through PayPal, unless the membership is terminated in accordance with this Agreement. Monthly Premium Individual Members can cancel their membership through the Settings tab under their BoardProspects Profile.
If you purchase the annual option for the Premium Individual Membership, the membership shall automatically renew on the anniversary of the membership and your credit card will be automatically charged through PayPal, unless the membership is terminated in accordance with this Agreement. Monthly Premium Individual Members can cancel their membership through the Settings tab under their BoardProspects Profile.
All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.
Notify us of acts contrary to the Agreement.
If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
Notifications and Service Messages.
For purposes of service messages and notices about the Services to you, notice shall consist of an email from BoardProspects to an email address associated with your account, even if we have other contact information. You also agree that BoardProspects may communicate with you through your BoardProspects account or through other means including email, mobile number, telephone, or delivery services including the US Postal Service about your BoardProspects account or services associated with BoardProspects. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.
BoardProspects may offer its Services through mobile applications created by it or third party developers (“Platform Developers”). If you use the Services through a mobile device, you agree that information about your use of the Services through your mobile device and carrier may be communicated to us, including but not limited to your mobile carrier, your mobile device, or your physical location. In addition, use of the Services through a mobile device may cause data to be displayed on and through your mobile device. By accessing the Services using a mobile device, you represent that to the extent you import any of your BoardProspects data to your mobile device that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your BoardProspects account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing BoardProspects through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices.
Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.
User-to-User Communication and Sharing.
BoardProspects offers Users the ability to post and share information. Ideas you post and information you share may be seen and used by other Users, and BoardProspects cannot guarantee that other Users will not use the ideas and information that you share on BoardProspects. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to any BoardProspects group or elsewhere on BoardProspects. BOARDPROSPECTS IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY BOARDPROSPECTS COMMUNITY FORUMS SUCH AS BOARDBLOGS OR BOARDFORUMS.
Your use of BoardProspects services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.
On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicenseable right to access, through a generally available web browser or mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of BoardProspects), view information and use the Services that we provide on BoardProspects webpages and in accordance with this Agreement. Any other use of BoardProspects contrary to our mission and purpose (such as the use of information gathered from BoardProspects commercially unless expressly authorized by BoardProspects) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in BoardProspects and all related items.
For as long as BoardProspects continues to offer its Services, BoardProspects shall provide and seek to update, improve and expand its Services. As a result, we allow you to access BoardProspects as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue BoardProspects, partially or entirely, or change and modify prices for all or part of the Services in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. BoardProspects further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by BoardProspects to be contrary to this Agreement. For avoidance of doubt, BoardProspects has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.
BoardProspects is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites. Accordingly, if you decide to access Third Party Sites, you do so at your own risk. This Agreement does not apply to your use of any Third Party Site.
Please note: If you allow a Third Party Site to authenticate to or connect with your BoardProspects account, that application or website can access information on BoardProspects related to you and your connections.
Disclosure of User Information.
You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including but not limited to civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of BoardProspects, our Users or the public.
Connections and Interactions with other Users.
You are solely responsible for your interactions with other Users. BoardProspects may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of its Services or otherwise limit your use of its Services. BoardProspects reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if BoardProspects determines, in our sole discretion, that doing so is necessary to enforce this Agreement.
DO NOT RELY ON BOARDPROSPECTS, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR BOARDPROSPECTS AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY BOARDPROSPECTS OR ANYTHING RELATED TO BOARDPROSPECTS, YOU MAY CLOSE YOUR BOARDPROSPECTS ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THIS AGREEMENT(“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
BOARDPROSPECTS IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS BOARDMAIL, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH BOARDPROSPECTS TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.
BOARDPROSPECTS DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, BOARDPROSPECTS DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
BOARDPROSPECTS DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. BOARDPROSPECTS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, BOARDPROSPECTS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE BOARDPROSPECTS SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
Neither BoardProspects nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“BoardProspects Affiliates”) shall be liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a Premium Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from BoardProspects.
This limitation of liability shall:
You acknowledge and understand that BoardProspects makes no warranties or representations with respect to the qualifications or fitness of any individual appointed to any board or committee through the use of the website. Furthermore, you agree that BoardProspects shall not be responsible or liable for the actions or inactions of any individual appointed to a board or committee through the use of the website.
Mutual rights of termination.
You may terminate this Agreement, for any or no reason, at any time, with notice to BoardProspects by contacting BoardProspects Customer Service at email@example.com. This notice will be effective upon BoardProspects processing your notice. BoardProspects may terminate the Agreement for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only BoardProspects or the party paying for the services may terminate your access to any Premium Services. Termination of your BoardProspects account includes disabling your access to BoardProspects and may also bar you from any future use of BoardProspects.
Misuse of the Services.
BoardProspects may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes abusing the BoardProspects messaging services; creating multiple or false profiles; using the Services commercially without BoardProspects’ authorization; infringing any intellectual property rights; or any other behavior that BoardProspects, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, BoardProspects has adopted a policy of terminating accounts of Users who, in BoardProspects’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.
Effect of Termination.
Upon the termination of your BoardProspects account, you lose access to the Services. In addition, BoardProspects may block access to the Services from an IP address or range of IP addresses associated with those of terminated Users. The terms of this Agreement shall survive any termination, except the “Your Rights” and “Our Rights and Obligations” sections hereof.
Choice of Law.
Except for any Disputes relating to intellectual property rights, obligations or any infringement claims, any disputes with BoardProspects arising out of or relating to the Agreement (“Disputes”) shall be governed by the laws of The Commonwealth of Massachusetts regardless of your country of origin or where you access BoardProspects, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods.
Agreement to Arbitrate and Pay Attorneys’ Fees.
Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Boston, Massachusetts, in English, with a written decision stating the legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses.
Exception from Arbitration Agreement
Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
Notices and Service of Process.
In addition to “Notices and Service Messages”, we may notify you via postings on www.boardprospects.com. You may contact us via email at:
Or via mail or courier at:
ATTN: Legal Department
180 Old Colony Ave.
Quincy, MA 02170
Additionally, BoardProspects accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.
You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and BoardProspects regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other BoardProspects services, third-party content or third party software.
Amendments to this Agreement.
We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.boardprospects.com or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time per Termination section, above.
No informal waivers, agreements or representations.
Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any BoardProspects Affiliate shall be deemed legally binding on any BoardProspects Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of BoardProspects.
No Injunctive Relief.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
Assignment and Delegation.
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, BoardProspects Corporation for any third party that assumes our rights and obligations under this Agreement.
As a condition to access BoardProspects, you agree to this User Agreement and to strictly observe the following DOs and DON’Ts:
Do undertake the following:
Don’t undertake the following: