Terms of Service and Use

boardnetUSA ("boardnetUSA," "we," or "us") provides access to the boardnetUSA services (the "Services") via its Web site at http://www.boardnetusa.org (in addition to various other URLs offered through our Partners(collectively, "the Site"). The Services include, without limitation, the boardnetUSA online board connecting service and are provided to our users (including, without limitation, nonprofit organizations, board candidates, readers of our newletters or other visitors to the Site under the following terms of service and use (the "Terms"). Please read them carefully. You understand and agree that the Services are provided to you exclusively under these Terms. By using the Services, you are stating that you have read and understand the Terms and that you agree to be bound by them. We reserve the right to terminate your use or access to the Services at any time for any reason, including if we learn that you have provided false or misleading information or have violated the Terms.

1. YOUR RESPONSIBILITIES

You agree not to use the Services to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual; (c) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; and (d) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services or access to the Services. Without our written consent, you may not (a) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam); (b) use any high volume, automated, or electronic means to access the Services (including without limitation robots, spiders or scripts); or (c) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.

You agree to respond to all email, web-based communications through the appropriately designated mechanisms in a timely manner. Failure to do so may result in a reduction in account functionality, deactivation of an account or removal from the boardnetUSA database

2. MODIFICATIONS TO TERMS

We may change the Terms from time to time. We will notify you of any such changes via e-mail and/or by posting the changes on the home page. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. In addition, certain areas of the Services may be subject to additional terms of use. By using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas. In the event that any of the additional terms of use governing such area conflict with these Terms, these Terms shall control.

3. MODIFICATIONS TO SERVICES

We reserve the right to modify or discontinue the Services with or without notice to you. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the Services. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following notice of any such changes shall indicate your acknowledgement of such changes and satisfaction with the Services as so modified.

4. PRIVACY

As part of the registration process, you will be asked to provide certain personal information to us. All uses of your personal information will be treated in accordance with our Privacy Policy.

5. THIRD PARTY CONTENT AND MONITORING

We are a distributor and publisher of content supplied by users of the Services and by other third parties. Accordingly, we have no editorial control over such content. Any services, offers, or other information or content expressed or made available by third parties, including information provided by other users of the Services, are those of the respective author(s) or distributor(s) of that information and not of us. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Services by anyone other than authorized boardnetUSA spokespersons while acting in their official capacities. We have the right, but not the obligation, to monitor and review the content on the Services and your account to determine compliance with these Terms and any other operating rules established by us, to satisfy any law, regulation or authorized government request, or for other purposes. You understand and acknowledge that we do not monitor content for accuracy or reliability.

6. YOUR CONTENT; LICENSE; REPRESENTATION AND WARRANTY

You are solely responsible for content you provide to us to be published on our Site through our data entry forms ("Your Content"), and we act as a passive conduit for the distribution and publication of Your Content. However, we reserve the right to remove Your Content if we believe Your Content may create liability for us. You represent and warrant that Your Content (a) does not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) does not violate any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control; (c) is not defamatory or trade libelous; (d) is not pornographic or obscene; (e) does not violate any laws regarding unfair competition, anti-discrimination or false advertising; and (f) does not contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You hereby grant to us a worldwide, perpetual, irrevocable, royalty-free right, sublicensable through multiple tiers of sublicensees, to exercise all copyright rights with respect to Your Content in any media now known or not currently known. The foregoing does not apply to content contained on hyperlinked pages or any other content you do not submit to us.

7. DEALINGS WITH PARTNERS AND ADVERTISERS

Your correspondence or ensuing relationship with nonprofit and public service organizations, board candidates, partners, advertisers, sponsors or other third parties ("Third Parties") found on or through the Services, including posting or acceptance of volunteer opportunities, and any other terms or conditions associated with such dealings, are solely between you and such Third Party. YOU AGREE THAT BOARDNETUSA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE SERVICES.

8. LINKS

Our provision of a link to any other site or location is for your convenience and does not signify our endorsement of such other site or location or its contents. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION.

9. TERMINATION

You agree that we, in our sole discretion, may terminate your use of the Services without prior notice, and remove and discard Your Content from the Site, for any reason or no reason, and without prior notice, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms. FURTHER, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES. You may discontinue your participation in and access to the Services at any time.

10. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BOARDNETUSA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES. BOARDNETUSA MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES BOARDNETUSA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. BOARDNETUSA MAKES NO WARRANTY REGARDING ANY DEALINGS WITH OR TRANSACTIONS ENTERED INTO WITH ANY THIRD PARTIES THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BOARDNETUSA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

11. LIMITATION OF LIABILITY

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL BOARDNETUSA OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ACCESS TO THE SERVICES AS YOUR) USE OF THE SERVICES. THE AGGREGATE LIABILITY OF BOARDNETUSA TO YOU FOR ALL CLAIMS ARISING FROM THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS ($100).

12. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.

13. INDEMNIFICATION

You agree to indemnify, defend and hold harmless boardnetUSA, its parents, subsidiaries, affiliates, officers, directors, co-branders or other partners, employees, consultants and agents from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and expenses and court costs) that such parties may incur as a result of or arising in any way from your use of the Services.

14. TRADEMARKS

Certain of the names, logos, and other materials displayed in the Services constitute trademarks, tradenames, service marks or logos ("Marks") of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

15. COPYRIGHTS; RESTRICTIONS ON USE

The content of the Services ("Our Content"), including without limitation, text, databases, software, code, music, sound, photos, and graphics, is copyrighted by boardnetUSA and/or its licensors under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by boardnetUSA or its licensors. Our Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors, with the sole exception that one copy may be downloaded onto a single computer for your archival purposes, if you are a sponsoring organization, community partner, board candidate, nonprofit or public service organization. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Content.

16. MISCELLANEOUS

The Terms constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof. The Terms and the relationship between you and boardnetUSA shall be governed by the laws of the State of New York as applied to agreements made, entered into and performed entirely in New York by New York residents, notwithstanding your actual place of residence. All lawsuits arising out of the Terms or out of your use of the Services shall be brought in the Federal or state courts located in New York County, New York and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.

17. SURVIVAL

The terms of Sections 6 through 16 as well as any other limitations on liability explicitly set forth herein shall survive the expiration or earlier termination of the Terms for any reason. Our (and our licensors') proprietary rights (including any and all intellectual property rights) in and to Our Content and the Services shall survive the expiration or earlier termination of the Terms for any reason.

18. VIOLATIONS

Please report any violations of the Terms tto boardnetUSA at [email protected].

Revised September 26, 2005.