Boardable End User Terms of Use
Last Updated: October 1, 2023
These End User Terms of Use (these “Terms”) are a legal agreement between you and Board Management Software, Inc. dba Boardable (“Boardable”, “we”, “our”, or “us”) governing your access to and use of Boardable’s website (the “Sites”) and the online services outlined below which Boardable agrees to provide to you in connection with the Sites (the “Services”). Certain sections of these Terms apply specifically to features and functionality offered by Boardable. Those sections do not apply to you unless you sign up for the specific Service to which they relate.
You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving Services under the laws of the United States or other applicable jurisdictions. To register as a user of the Services you must be 18 years or over.
BY CLICKING I AGREE, OR BY OTHERWISE ACCESSING THE SITES OR USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.
In the case of inconsistencies between these Terms and information included in any other materials related to the Sites or the Services (e.g., promotional materials and mailers), these Terms will always govern and take precedence.
1. Services
1.1 Description. The Services consist of access to and use of Boardable’s online proprietary board management platform.
1.2 Availability. Boardable uses reasonable efforts designed to ensure that the online features of the Services are available. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Boardable. Boardable will use reasonable commercial efforts to minimize such disruption where it is within the reasonable control of Boardable. You agree that Boardable shall not be liable to you for any unavailability, modification, suspension or discontinuance of the Service. You are responsible for obtaining access to any Services and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Services.
1.3 Registration. You need to register for an account on the Site (your “Account”) to access the Services. You may log into your Account using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. If you are authorized to use the Services through an organization, your use must be in compliance with your organization’s terms and policies. Please note that your use of an Account on behalf of an organization is subject to your organization’s control. The organization’s administrators may be able to access, disclose, restrict, or remove information in or from your Account associated with that organization. They may also be able to restrict or terminate your access to your Account associated with that organization. If you have multiple Accounts, you shall ensure that you use the appropriate Account with the applicable organization. You are responsible for any activities or actions taken under your username, whether or not you have authorized such activities or actions. You agree that the information that you provide to Boardable about yourself upon registration of your Account, and at all other times, (“Customer Data”) will be true, accurate, current and complete, and you further agree that you will maintain and promptly update the Customer Data to ensure that it remains true, accurate, current and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. Boardable reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify Boardable immediately at legal@boardable.com.
1.4 Site License; Feedback License. Subject to these Terms, Boardable grants you a personal, limited, revocable, non-exclusive and non-transferable license to access and use the Sites and Services solely for your internal business purposes. This license is exclusive to you and you may not sublicense the use of the Sites or Services. Boardable expressly retains all ownership rights, title and interest in and to all aspects of any software, Services and the Sites, including, but not limited to, all current and future patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights included or embodied in the Sites. You may not modify the Sites, create derivative works of the Sites, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Sites that would reveal any source code, trade secrets, know-how or other proprietary information. This license shall not be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the Sites. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded or embodied in the Sites or displayed by, on, or in the Sites. You may use the Sites only while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Sites or Services after any termination or expiration of your agreement to these Terms for any reason. If you send, transmit, or communicate any materials, feedback, or suggestions of any kind to Boardable by mail, email, telephone, live chat, or otherwise proposing or recommending any changes or improvements to the Services, including, without limitation, any new features or functionality, or any comments, questions, or suggestions (collectively “Feedback”), Boardable has the right to use the Feedback without any limitation, attribution, or obligations to you and without the requirement to pay any compensation to any parties. You hereby assign all right, title, and interest to the Feedback to Boardable. You will take any and all actions reasonably requested by Boardable in order to effectively transfer and assign this ownership to Boardable, or to confirm ownership to a third party.
2. User Content and Submissions
2.1 Content. In connection with your access to, or use of, the Sites or the Services, you may have the opportunity upload to the Site certain information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (collectively, “Content”). As between the parties, you own all right, title, and interest in the Content, including all intellectual property rights therein. You hereby grant Boardable and its authorized representatives and contractors, during the term of these Terms, a limited, non-exclusive license to use the Content solely for the limited purpose of providing the Services for you and fulfilling its other obligations and exercising its rights under these Terms. Notwithstanding anything in these Terms to the contrary, Boardable may analyze Content to create a de-identified and aggregated data set that does not identify you (collectively, “Aggregated Data”). Boardable retains ownership of all right, title, and interest in and to Aggregated Data. Boardable may use Aggregated Data for any lawful purpose, including, but not limited to, to improve, market, and provide the Services. Boardable retains ownership of all right, title, and interest in and to any content, data, or information that is collected or produced by the Services in connection with your use of the Services that does not identify you, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Services (collectively, “Usage Data”). Boardable may use Usage Data in connection with its performance of its obligations in these Terms and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve Boardable’s services, systems, and algorithms.
2.2 Review of Content and Materials. While Boardable does not and cannot review all material on the Sites, and is not responsible for its content, Boardable reserves the right to review all Content and remove, delete, move, or edit Content that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of the law, including but not limited to copyright or trademark law, or otherwise unacceptable. You hereby provide your irrevocable consent to such monitoring and review. In addition, you acknowledge and agree that you have no expectation of privacy concerning the transmission of your Content, including, without limitation, chat, text, or voice communications. Boardable will not be liable for the Content of any submission.
3. Third Party Software and Linking.
Although we may make software, applications, advertisements, hyperlinks, and other products and services of third-party companies available to you (collectively, “Third-Party Offerings”), your use of such Third-Party Offerings is subject to the respective terms and conditions imposed by the third party owning, manufacturing or distributing such products, and the agreement for your use will be between you and such third party. Boardable is not responsible for any Third-Party Offerings. Access to and use of any Third-Party Offering is at your own risk and is solely determined by the relevant Third-Party Offering provider and is subject to such additional terms and conditions applicable to such Third-Party Offering. When you click on a link to a Third-Party Offering, we will not warn you that you have left the Site and are subject to the terms and conditions (including privacy policies) of another website or destination. Boardable makes no warranty with regard to the products or websites of any other entity. Boardable has no control over the content or availability of any third-party software or website. In particular, (a) Boardable makes no warranty that any third-party software you download or web site you visit will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses and (b) it is your responsibility to become familiar with any web site’s privacy and other policies and terms of service, and to contact that site’s webmaster or site administrator with any concerns.
4. Suspension and Termination.
Boardable reserves the right to suspend or terminate your Account and your access to and use of the Sites and Services, at any time, without notice, for any reason, including but not limited to (a) your breach of these Terms, or any other policies or guidelines set forth by Boardable, or (b)Conduct that Boardable believes is harmful to other users of the Sites or Services, or the business of Boardable or other third parties. Further, you agree that Boardable will not be liable to you or any third party for any termination of your Account or access to the Sites or Services. Boardable reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Boardable will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
5. Privacy.
Boardable respects the privacy of its users. Boardable collects, uses and discloses personal information about you in accordance with the Boardable Privacy Policy, which can be viewed by clicking on the “Privacy Policy” link that appears at the bottom of each page of this Site or by visiting www.boardable.com/privacy-policy (“Privacy Policy”). You understand and agree that, notwithstanding any measures taken to prevent unauthorized disclosure, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to confidential and other personal information. Accordingly, Boardable cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet.
6. Disclaimer of Warranty.
THE SERVICES AVAILABLE THROUGH THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. BOARDABLE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITES OR SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. BOARDABLE MAKES NO WARRANTY THAT THE SITES OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT THE SITES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SITES, INCLUDING THE SERVICES WILL BE AVAILABLE, OR THAT DATA ARE SECURE FROM UNAUTHORIZED ACCESS OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE YOUR INTENDED RESULTS. BOARDABLE MAKES NO WARRANTY REGARDING ANY SOFTWARE, GOODS, SERVICES, PROMOTIONS, OR THE DELIVERY OF ANY GOODS OR SERVICES, PURCHASED, ACCESSED OR OBTAINED THROUGH THE SITES OR ADVERTISED THROUGH THE SITES. NO ADVICE OR INFORMATION GIVEN BY BOARDABLE, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMERS IN THIS PARAGRAPH, SO THEY MAY NOT APPLY TO YOU.
7. Rules of Conduct.
7.1 Distribution of Content. You agree that you will not distribute any Content that: (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; is bigoted, hateful, or racially or otherwise offensive; is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or otherwise harms or can reasonably be expected to harm any person or entity; (b) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity; (c) infringes or violates any right of a third party including any copyright, patent, trademark, trade secret or other proprietary or contractual rights, right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity, or any confidentiality obligation; (d) is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations); (e) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Sites or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Sites; (f) does not generally pertain to the designated topic or theme of the Sites; (g) violates any specific restrictions applicable to a public forum, including its age restrictions and procedures; or (h) is antisocial, disruptive, or destructive, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.
7.2 Use of the Services. You expressly agree that you are solely responsible for any and all acts and omissions that occur under your Account or password, and you agree not to engage in any unacceptable uses of the Services, which include, without limitation, use of the Services to: (a) register for the Sites and the Services if you have not acknowledged reading and agreed to abide by these Terms and the Privacy Policy; (b) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Sites or any other computer network; (c) use the Sites or the Services in connection with any commercial endeavors without our prior written consent; (d) post your personal information such as instant messaging addresses, personal URLs, physical addresses and phone numbers in any publicly viewable areas of the Sites; (e) post or give out any financial information or transmit electronically or physically any money to other users; (f) create user accounts by automated means or under fraudulent or false pretenses; (g) create or transmit unsolicited electronic communications such as spam to users or promote any products or services; (h) harass, threaten or intentionally embarrass or cause harm or distress to another person or group; (i) collect and publish any information about any of our users; (j) adapt, modify or reverse engineer any portion of the Services or the Sites; (k) use any spider, robot, retrieval application, or any other device to retrieve any portion of the Sites; (l) disseminate, store or transmit viruses, worms, trojan horses or other malicious code or program; (m) encourage conduct that would constitute a criminal or civil offense; (n) violate any applicable federal, state, local or international law or regulation; (o) exploit any person, including but not limited to exploiting any child under 18 years of age; (p) invade the privacy of any person, including but not limited to submitting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age); (q) solicit personal information from a child under 18 years of age; (r) submit false or misleading information to Boardable, the Sites or other users; (s) engage in any other activity deemed by Boardable to be in conflict with the spirit of these Terms and the Privacy Policy; (t) use the Services to build a competitive product or service; or (u) copy any ideas, features, functions, or graphics of the Site or Services. In addition, you are responsible for ensuring that your use of all functions of the Services complies with your organization’s own governing documents, which may include, but may not be limited to, the organization’s bylaws, policies, articles or certificate of incorporation, articles or certificate of organization, employee handbook, operating agreement, and any other documents or agreements relating to the organization’s governance and ability to take actions as an entity.
7.3 Monitoring. We cannot and do not assure that other users are or will be complying with the foregoing Rules of Conduct or any other provisions of these Terms, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance. You are solely responsible for your interactions with other users of the Site and Service and any other parties with whom you interact with through the Service; provided, however, that Boardable reserves the right, but has no obligation, to intercede in any disputes between you and such third party. You agree that Boardable will not be responsible for any liability incurred as the result of such interactions.
8. Proprietary Protection for Other Users’ Content on the Sites.
Boardable hereby notifies you that all the information, content, image files, software and materials on the Sites may be protected by U.S. and international copyright and other intellectual property laws and by other applicable laws, including privacy laws. Boardable is unable to provide you with permission to copy display or distribute material for which you do not own the copyright or other intellectual property rights. You may not copy or distribute such material without the written consent of the owner, and you are solely responsible for any copyright or other intellectual property law violations that you may incur as a result of your activities on the Sites. Boardable has the absolute right to terminate your Account or exclude you from any Site if you use our Services to violate the intellectual property rights or other rights of third parties. You agree to indemnify and hold Boardable harmless for any violation of this provision.
9. Indemnity; Limitation of Liability.
9.1 You agree to indemnify, and hold Boardable, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (a) your access to or use of the Sites or Services; (b) your violation of these Terms; (c) your violation of any third party right, including without limitation any intellectual property right or any publicity, confidentiality, property or privacy right; or (d) any claim that your use of the Sites or Services caused damage to a third party.
9.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BOARDABLE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF BOARDABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BOARDABLE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100.
9.3 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF DAMAGES OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10. General.
10.1 Modification. Boardable may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Sites or Services after the “Last Updated” date at the top of these Terms. If you have created an Account, we shall notify you of any material changes to these Terms by email sent to the address you have provided to Boardable for your Account. Your continued access to or use of the Sites or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Sites or Services.
10.2 Applicable Law and Dispute Resolution. These Terms are governed exclusively by the internal laws of the State of Indiana, without regard to its conflicts of laws rules. The state and federal courts located in Marion County (Indianapolis), Indiana have exclusive jurisdiction to adjudicate any dispute arising out of, or relating to, these Terms. Each party consents to the exclusive jurisdiction of such courts. Each party also waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. You may only resolve disputes with Boardable on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitration, class actions, private attorney general actions and consolidation with other actions are not allowed.
10.3 No Resale of Services. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
10.4 Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and Boardable as a result of these Terms or use of the Sites or the Services.
10.5 Force Majeure. Boardable will not be liable to you by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond Boardable’s reasonable control.
10.6 Waiver. The failure of Boardable to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Boardable in writing.
10.7 Contact. Boardable is located in Indianapolis, Indiana. Any questions, comments or suggestions, including any report of violation of these Terms should be provided to Boardable as follows:
By E-mail: legal@boardable.com
By Postal Mail: 880 Monon Green Blvd., Ste. 101, Carmel, Indiana 46032
10.8 Entire Agreement. These Terms constitute the entire agreement between you and Boardable and govern your use of the Sites and the Services, superseding any prior agreements between you and Boardable. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Boardable nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
