End user terms
Effective: 14 March 2019
These End User Terms of BoardPro (the “User Terms”) govern your access and use of our online governance tools and platform (“BoardPro”), delivered across multiple platforms and apps. Please read them carefully. Even though you are signing onto an existing team, these User Terms apply to you. We are grateful you’re here.
1. FIRST THINGS FIRST
1.1 These User Terms are Legally Binding
These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. “We”, “our” and “us” currently refers to BoardPro Limited.
2. CUSTOMER CHOICES AND INSTRUCTIONS
2.1 You are an Authorised User on a Team controlled by a “Customer”
An organisation or other third party that we refer to in these User Terms as the “Customer” has invited you to join BoardPro. If you are joining one of your employer’s teams, for example, the Customer is your employer. If you are joining a team created by a board you sit on, the board is our Customer and they are authorising you to join.
2.2 What This Means for You—and for Us
The Customer has separately agreed to our Customer Terms of Service that permits the Customer to create and configure a board. The Contract contains our commitment to deliver BoardPro to the Customer, who may then invite Authorised Users to join its team(s). When an Authorised User (including, you) submits content or information to BoardPro, such as documents or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data.
2.3 The Relationship Between You, the Customer and Us
AS BETWEEN US AND THE CUSTOMER, YOU AGREE THAT IT IS SOLELY THE CUSTOMER’S RESPONSIBILITY TO (A) INFORM AUTHORISED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM AUTHORISED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF BOARDPRO; AND (C) RESPOND TO AND RESOLVE ANY DISPUTE WITH AN AUTHORISED USER RELATING TO OR BASED ON CUSTOMER DATA, BOARDPRO OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. BOARDPRO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO BOARDPRO, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.
3. A FEW GROUND RULES
3.1 You Must be Over the Age of 13
BoardPro is not intended for and should not be used by anyone under the age of thirteen. You represent that you are over the age of 13 and are the intended recipient of the Customer’s invitation to BoardPro. You may not access or use BoardPro for any purpose if either of the representations in the preceding sentence is not true.
3.2 While you are here, you must follow the Rules
To help ensure a safe and productive work environment, all Authorised Users must comply with our Acceptable Use Policy and remain vigilant in reporting inappropriate behaviour or content to the Customer and us.
3.3 You are here at the pleasure of the Customer (and Us)
These User Terms remain effective until the Customer’s subscription for you expires or terminates, or your access to BoardPro has been terminated by the Customer or us. Please contact the Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.
3.4 Service Delivery
Delivery of the Service includes sending messages to you which may come via email or other delivery mechanisms. These are essential for the Service, and if you do not wish to receive these you may opt out, but that will affect the delivery of the Service to you.
3.5 Other communications from us
From time to time we may wish to tell you about new features or services that we believe would be useful for you. You can opt out at any time. Opting out of these will not affect the delivery of the Service related communications to you.
4. LIMITATION OF LIABILITY
4.1 Violation of any Terms and/or Policies
If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by the Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask the Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if the Customer does not take appropriate action or we believe there is a credible risk of harm to us, BoardPro, Authorised Users, or any third parties. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
The sections titled “The Relationship Between You, Customer, and Us”, “Limitation of Liability”, and “Survival”, and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.
5. GENERAL PROVISIONS
5.1 Email and Messages
Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorised Users through BoardPro (e.g., a notification). Notices to BoardPro should be sent to firstname.lastname@example.org. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through BoardPro. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.
No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.
You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
5.7 Governing Law
The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the laws of New Zealand.
5.8 Entire Agreement
6. CONTACTING BOARDPRO
Please also feel free to contact us if you have any questions about BoardPro’s User Terms of Service. You may contact us at email@example.com or at our mailing address below:
101 Pakenham St West