Terms of Service

These Terms of Service (the "Terms") are a legal agreement between Boardwalktech, Inc., doing business as Boardwalk Technologies ("Boardwalktech," "Boardwalk," "we," "us," or "our"), and the individual or entity that accesses or uses the Services ("you" or "your"). "Services" means our websites, hosted software platforms, applications, demonstrations, documentation, support resources, and related offerings that link to or reference these Terms.

By accessing or using the Services, clicking to accept these Terms, or creating an account, you agree to be bound by them. If you use the Services for an employer or other organization, you represent that you have authority to bind that organization, and "you" includes that organization.

A separately signed agreement between Boardwalktech and you or your organization (a "Customer Agreement") controls over these Terms with respect to the subject matter it addresses. These Terms apply to matters not addressed by the Customer Agreement and to use of our public websites and resources. If you access a customer workspace at the invitation of a customer, the applicable Customer Agreement may also govern your use.

You must be at least 18 years old and legally capable of entering into these Terms. The Services are intended for business and professional use, not personal, family, or household use. You may allow employees, contractors, and other authorized individuals to use the Services on your behalf, subject to any limits in the applicable Customer Agreement. You are responsible for their compliance with these Terms.

You must provide accurate account information and keep it current. You are responsible for maintaining the confidentiality of credentials, configuring access appropriately, and all activity occurring through your accounts, except to the extent caused by Boardwalktech's breach of these Terms or an applicable Customer Agreement. You may not share individual credentials except through features expressly designed for shared or delegated access.

You must notify Boardwalktech promptly if you suspect unauthorized access, credential compromise, or misuse. Customer administrators may manage user access, permissions, content, and workspace settings and may be able to access or control accounts associated with their organization.

Subject to these Terms and any applicable Customer Agreement, Boardwalktech grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription, evaluation, or access period solely for your internal business purposes. Documentation may be used only in connection with authorized use of the Services.

Boardwalktech may improve, update, or modify the Services from time to time. Material changes to paid Services will be handled in accordance with the applicable Customer Agreement. Preview, beta, trial, or evaluation features may be changed or discontinued at any time and may be subject to additional terms.

You will not, and will not permit any person to:

• use the Services in violation of applicable law, regulation, sanctions, export controls, or third-party rights;
• upload, transmit, or make available malicious code, unlawful content, or material that infringes or misappropriates intellectual property, privacy, confidentiality, or other rights;
• probe, scan, or test the vulnerability of the Services, bypass security or access controls, interfere with service operation, or attempt unauthorized access to systems, accounts, or data;
• reverse engineer, decompile, disassemble, copy, modify, or create derivative works of the Services except to the limited extent a restriction is prohibited by law;
• sell, resell, sublicense, rent, lease, timeshare, or provide the Services to third parties except as expressly permitted in a Customer Agreement;
• use automated means to scrape, harvest, or extract data from the Services except through authorized interfaces and within documented limits;
• use the Services to develop or train a competing product or service, or to benchmark or publish performance or security test results without Boardwalktech's prior written consent;
• impersonate another person, misrepresent affiliation, or use the Services for fraudulent, deceptive, abusive, or harassing activity; or
• place regulated or highly sensitive data in the Services, including protected health information, payment card data, government-classified information, or special-category personal data, unless expressly authorized by a Customer Agreement and appropriate safeguards.

"Customer Content" means information, data, documents, files, messages, prompts, records, and other content submitted to or processed through the Services by or for you. As between the parties, you retain all right, title, and interest in Customer Content. Boardwalktech does not acquire ownership of Customer Content under these Terms.

You grant Boardwalktech and its authorized subprocessors a limited, non-exclusive right to host, copy, transmit, display, modify, and otherwise process Customer Content only as reasonably necessary to provide, support, secure, maintain, and improve the Services, comply with law, and fulfill the applicable Customer Agreement. Our handling of personal information is also governed by the applicable Customer Agreement, data processing addendum, and Privacy Policy.

You are responsible for the accuracy, quality, legality, and means of acquiring Customer Content and for obtaining all rights, notices, consents, and permissions necessary for Boardwalktech to process it. You are also responsible for maintaining appropriate source records and backups unless a Customer Agreement expressly provides otherwise.

Each party may receive nonpublic information that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). The receiving party will use Confidential Information only to exercise rights and perform obligations under these Terms, protect it using at least reasonable care, and disclose it only to personnel, advisers, and service providers who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that the receiving party can document: (a) is or becomes public without breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the disclosing party's Confidential Information. A party may disclose information when legally required if, where permitted, it gives prompt notice and reasonable assistance. Customer Content is your Confidential Information. A Customer Agreement or nondisclosure agreement controls if it contains different confidentiality terms.

Boardwalktech maintains administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, use, alteration, and disclosure. No internet transmission or information system can be guaranteed to be completely secure. Security commitments stated in a Customer Agreement, security addendum, or data processing addendum control where applicable.

Our Privacy Policy explains how we collect, use, and disclose personal information in connection with our websites and Services and is incorporated into these Terms by reference. See our Privacy Policy.

You are responsible for configuring the Services appropriately, managing user permissions, protecting endpoints and credentials, and using the Services in a manner consistent with your privacy and security obligations.

Some Services may include artificial intelligence, machine learning, recommendations, anomaly detection, predictive analytics, or other automated features. Outputs may be incomplete, inaccurate, or unsuitable for a particular purpose. You are responsible for evaluating outputs and applying appropriate human review before relying on them, especially for financial, legal, employment, safety, compliance, or other consequential decisions.

Unless expressly stated in a Customer Agreement, outputs are informational and do not constitute legal, financial, accounting, engineering, or other professional advice. Additional terms or notices may apply to particular AI-assisted features.

The Services may interoperate with third-party applications, platforms, data sources, or services selected or authorized by you. Your use of third-party services is governed by the third party's terms and privacy practices. Boardwalktech is not responsible for third-party services, including their availability, security, accuracy, or handling of data. You authorize Boardwalktech to exchange Customer Content with a third-party service when necessary to enable an integration you configure or approve.

Boardwalktech and its licensors retain all right, title, and interest in the Services, documentation, software, technology, designs, models, methods, know-how, trademarks, and related intellectual property, including all improvements and derivative works. Except for the limited rights expressly granted in these Terms or a Customer Agreement, no rights are granted by implication, estoppel, or otherwise.

Boardwalktech, Boardwalk Technologies, Unity Central, Boardwalk Velocity, Verity, and associated names, logos, and marks are trademarks or service marks of Boardwalktech or its affiliates. You may not use them without prior written permission, except for accurate factual reference consistent with applicable trademark law.

If you provide suggestions, ideas, or feedback about the Services, you grant Boardwalktech a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction or obligation, provided Boardwalktech does not identify you publicly as the source without permission.

Boardwalktech may collect and use service telemetry, usage information, and aggregated or de-identified data to operate, secure, support, analyze, and improve the Services, provided such data does not identify you or disclose your Confidential Information. Any different treatment stated in a Customer Agreement controls.

Fees, payment terms, subscription periods, usage limits, taxes, and renewal terms are stated in the applicable Customer Agreement or ordering document. Unless required by law or expressly stated otherwise, fees are nonrefundable. If you access a free, trial, beta, or evaluation offering without an ordering document, Boardwalktech may modify or end that access at any time.

Boardwalktech may suspend or restrict access to the Services when reasonably necessary to prevent or address a security risk, unlawful activity, material breach, nonpayment, harm to the Services or others, or a legal requirement. Where practicable, Boardwalktech will provide notice and an opportunity to cure. Suspension and termination rights in a Customer Agreement control for paid customer Services.

You may stop using the public Services at any time. Upon termination or expiration, your right to use the affected Services ends. Provisions that by their nature should survive will survive, including provisions concerning ownership, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms. Retrieval and deletion of Customer Content are governed by the applicable Customer Agreement and Boardwalktech's data retention practices.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN A CUSTOMER AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." BOARDWALKTECH AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BOARDWALKTECH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BOARDWALKTECH NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOARDWALKTECH'S AND ITS AFFILIATES' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID OR PAYABLE BY YOU TO BOARDWALKTECH FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) US$100 IF NO FEES WERE PAID OR PAYABLE. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited. A Customer Agreement controls if it contains different warranties, remedies, exclusions, or liability limits.

To the extent permitted by law and unless a Customer Agreement states otherwise, you will defend Boardwalktech and its affiliates, officers, directors, employees, and agents against third-party claims arising from: (a) Customer Content; (b) your unlawful or unauthorized use of the Services; or (c) your material violation of these Terms. You will indemnify them against resulting damages, judgments, settlements, costs, and reasonable attorneys' fees. Boardwalktech will provide prompt notice, allow you to control the defense and settlement, and provide reasonable cooperation at your expense. You may not settle a claim in a manner that admits fault by or imposes obligations on Boardwalktech without Boardwalktech's prior written consent.

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Except where prohibited by law or governed differently by a Customer Agreement, the state and federal courts located in Santa Clara County, California, will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, Confidential Information, or security interests.

Boardwalktech may update these Terms from time to time. We will post the revised Terms and update the "Last updated" date. If a change materially affects your rights, we will provide reasonable additional notice through the Services, by email, or by another appropriate method. Changes apply prospectively from the stated effective date. Continued use after the effective date constitutes acceptance, except where a Customer Agreement requires a different amendment process.

Neither party may assign these Terms without the other party's prior written consent, except that Boardwalktech may assign them in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all relevant assets. Any prohibited assignment is void. These Terms do not create a partnership, joint venture, agency, franchise, or employment relationship.

Boardwalktech is not liable for delay or failure caused by events beyond its reasonable control. Failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect. Headings are for convenience only. The words "including" and "includes" mean "including without limitation."

These Terms, together with documents expressly incorporated by reference and any applicable Customer Agreement, constitute the entire agreement concerning their subject matter. Notices may be provided electronically. You are responsible for keeping contact information current. No third party is a beneficiary of these Terms except Boardwalktech's affiliates, licensors, and indemnified parties as expressly stated.

You must comply with applicable export control, sanctions, and anti-corruption laws. You may not access or use the Services if prohibited by United States law or the laws of the jurisdiction in which you are located.

Questions about these Terms or legal notices may be directed to Boardwalktech through our Contact Us page, or to Boardwalktech, Inc. at our principal place of business.