Welcome, As part of the Service, BOARDWALKTECH will provide you with use of the Service and Software as described in the Product About Section or the Purchase Section of the Boardwalktech OrderForm. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the BOARDWAKTECH website incorporated by reference herein, including but not limited to BOARDWALKTECH’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
BOARDWALKTECH’s privacy and security policies may be viewed at http://www.boardwalktech.com/privacy. BOARDWALKTECH reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, BOARDWALKTECH occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that BOARDWALKTECH can disclose the fact that you are a paying customer and the edition of the Service that you are using.
BOARDWALKTECH hereby grants you a non-exclusive, non-transferable, worldwide right to use the Software and Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by BOARDWALKTECH and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, Software or the Content in any way; (ii) modify or make derivative works based upon the Software or 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 Software or Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Software or Service, or (c) copy any ideas, features, functions or graphics of the Software or Service. User licenses cannot be shared or used by more than one individualUser but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Software or Service.
You may use the Software or Service only for your internal business purposes and 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.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Software or Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify BOARDWALKTECH immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to BOARDWALKTECH immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users.
BOARDWALKTECH does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not BOARDWALKTECH, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and BOARDWALKTECH 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 uncured breach), BOARDWALKTECH will make available to you a file of the Customer Data within one (1) year of termination. BOARDWALKTECH reserves the right to remove Customer Data from the Service without notice for any uncured breach, including, without limitation, customer non-payment. Upon termination for cause, your right to access or use Customer Data through the Service immediately ceases, and BOARDWALKTECH shall have no obligation to maintain or any Customer Data through the Service.
BOARDWALKTECH alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the BOARDWALKTECH 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 Software or Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the BOARDWALKTECH Technology or the Intellectual Property Rights owned by BOARDWALKTECH. The BOARDWALKTECH name, the BOARDWALKTECH logo, and the product names associated with the Service are trademarks of BOARDWALKTECH, and no right or license is granted to use them.
During use of the Service, you will/may utilize software and or services from other software companies and or service providers. Any such activity, and any terms, conditions, warranties or representations associated with such activity, use of third party software or use of third party services is solely between you and the applicable third-party. BOARDWALKTECH shall have no liability, obligation or responsibility for any such use, service, purchase or promotion between you and any such third-party. BOARDWALKTECH 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.
BOARDWALKTECH service may depend on the continuing availability of third party applications that interact with the BOARDWALKTECH software and services. If BOARDWALKTECH determines that any of these third party applications or services ceases to support connectivity with the BOARDWALKTECH software and or services, BOARDWALKTECH may cease providing such service features without entitling you to any refund, credit, or other compensation.
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested on the Order Form times the User license fee currently in effect. Payments must be made annually in advance or quarterly via credit card unless otherwise mutually agreed upon in the BOARDWALKTECH Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide BOARDWALKTECH with valid credit card or approved purchase order information as a condition to signing up for the Service. You may add licenses at anytime by executing an additional written Order Form. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. BOARDWALKTECH reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
BOARDWALKTECH charges and collects in advance for use of the Service. BOARDWALKTECH will automatically renew and issue an invoice to you each year or each quarter on the subsequent anniversary oras otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless BOARDWALKTECH has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. BOARDWALKTECH’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
You agree to provide BOARDWALKTECH with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, BOARDWALKTECH reserves the right to terminate your access to the Service in addition to any other legal remedies.
Unless BOARDWALKTECH in its discretion determines otherwise, you will be billed in U.S. dollars and subject to U.S. payment terms and conditions. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
In addition to any other rights granted to BOARDWALKTECH herein, BOARDWALKTECH reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or BOARDWALKTECH initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that BOARDWALKTECH may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
BOARDWALKTECH reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that BOARDWALKTECH has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
This Agreement commences on the Effective Date. The Initial Term will be as mutually agreed upon in theBOARDWALKTECH Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at BOARDWALKTECH 's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), BOARDWALKTECH will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that BOARDWALKTECH has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
Any breach of your payment obligations, the restrictions set forth in Section 2 hereof, or the unauthorized use of the BOARDWALKTECH Technology or Service will be deemed a material breach of this Agreement. BOARDWALKTECH, in its sole discretion, may terminate your password, account or use of the Service (i) immediately, without notice and without a right to cure, if you breach any of the restrictions set forth in Section 2, or (ii) upon thirty (30) days prior written notice with an opportunity to cure if you breach or otherwise fail to comply with any portion of this Agreement other than Section 2.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. BOARDWALKTECH represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the published BOARDWALKTECH help documentation under normal use and circumstances. 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 BOARDWALKTECH, 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 or your Users of this Agreement, provided in any such case that BOARDWALKTECH (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 BOARDWALKTECH of all liability and such settlement does not affect BOARDWALKTECH ‘s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
BOARDWALKTECH shall indemnify and hold you and your 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 the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by BOARDWALKTECH of its representations or warranties; or (iii) a claim arising from breach of this Agreement by BOARDWALKTECH; provided that you (a) promptly give written notice of the claim to BOARDWALKTECH; (b) give BOARDWALKTECH sole control of the defense and settlement of the claim (provided that BOARDWALKTECH may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to BOARDWALKTECH all available information and assistance; and (d) have not compromised or settled such claim. BOARDWALKTECH shall have no indemnification obligation, and you shall indemnify BOARDWALKTECH pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
BOARDWALKTECH AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. BOARDWALKTECH AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BOARDWALKTECH AND ITS LICENSORS.
BOARDWALKTECH 'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BOARDWALKTECH IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
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.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
BOARDWALKTECH 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. The user of the BOARDWALKTECH service and software ("User") acknowledges and agrees that the service and software 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 software and 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 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
BOARDWALKTECH 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 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.
BOARDWALKTECH may give notice by means of a general notice on the service, electronic mail to your e-mail address on record in BOARDWALKTECH’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in BOARDWALKTECH’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 BOARDWALKTECH (such notice shall be deemed given when received by BOARDWALKTECH) at any time by any of the following: letter sent by confirmed facsimile to BOARDWALKTECH at the following fax number: 650-618-0425; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to BOARDWALKTECH at the general address listedon the BOARDWALKTECH website addressed to the attention of: Chief Financial Officer.
This Agreement may not be assigned by you without the prior written approval of BOARDWALKTECH but may be assigned without your consent by BOARDWALKTECH 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 California 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 San Francisco, California. 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 BOARDWALKTECH as a result of this agreement or use of the Service. The failure of BOARDWALKTECH 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 BOARDWALKTECH in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and BOARDWALKTECH and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.