EFFECTIVE: May, 2011
The following terms and conditions (the "Terms and Conditions") govern your use of all Boardroom Inc. Web Site(s), including, but not limited to:
plus any Web Site(s) which may be launched from time-to-time by Boardroom, Inc. and product-based domain names which may be used occasionally for promotional purposes (collectively, the "Web Site(s)" or "Site(s)"). The Site(s) are made available by Boardroom Inc. ("Boardroom" or "we" or "us"). We reserve the right to change these Terms of Service or to impose new conditions on use of the Site(s), from time to time, in which case we will post the revised Terms of Service on this Site(s). By continuing to use the Site(s) after we post any such changes, you accept the Terms of Service, as modified.
If you do not agree to these Terms and Conditions, you may not access or otherwise use the Site(s).
1. Proprietary Rights. As between you and Boardroom, Boardroom owns, solely and exclusively, all rights, title and interest in and to the Site(s), all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, software, etc.), code, data and materials thereon, the look and feel, design and organization of the Site(s), and the compilation of the content, code, data and materials on the Site(s), including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Site(s) does not grant to you ownership of any content, code, data or materials you may access on the Site(s).You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may posted on the Site(s).
2. Limited License. You may access and view the content on the Site(s) on your computer or other Internet-compatible device, and you may make single copies or prints of the content on the Site(s) for your personal, internal use only. The Site(s) and its services, including any content and materials thereon, are for your personal, non-commercial use only.
3. Prohibited Use. Any commercial distribution, publishing or exploitation of the Site(s), or any content, code, data or materials on the Site(s), is strictly prohibited, unless you have received the express prior permission of Boardroom or the applicable rights holder. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on the Site(s). If you make other use of the Site(s), or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws, and may be subject to liability for such unauthorized use. Boardroom will aggressively enforce its intellectual property rights (including its Trademark rights, as set forth below) to the fullest extent of the law, including the seeking of criminal prosecution.
4. Trademarks. The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Web Site(s) or on content available through the Web Site(s) are registered and unregistered Trademarks of ours and others and may not be used unless authorized by the trademark owner. All Trademarks not owned by us that appear on the Web Site(s) or on or through the Web Site(s)'s services, if any, are the property of their respective owners. Nothing contained on the Web Site(s) should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Web Site(s) without our written permission or that of the third party rights holder.
By posting or submitting any material (including, without limitation, comments, blog entries, photos and videos) to us via the Site(s), you are representing: (i) that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material; and (ii) that you are eighteen years of age or older. In addition, when you submit or post any material, you are granting us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate.
You acknowledge and agree that any contributions originally created by you for us shall be deemed a "work made for hire" when the work performed is within the scope of the definition of a work made for hire in Section 101 of the United States Copyright Law, as amended. As such, the copyrights in those works shall belong to Boardroom from their creation. Thus, Boardroom shall be deemed the author and exclusive owner thereof and shall have the right to exploit any or all of the results and proceeds in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all languages, as Boardroom determines. In the event that any of the results and proceeds of your submissions hereunder are not deemed a "work made for hire" under Section 101 of the Copyright Act, as amended, you hereby, without additional compensation, irrevocably assign, convey and transfer to Boardroom all proprietary rights, including without limitation, all copyrights and trademarks throughout the universe, in perpetuity in every medium, whether now known or hereafter devised, to such material and any and all right, title and interest in and to all such proprietary rights in every medium, whether now known or hereafter devised, throughout the universe, in perpetuity. Any posted material which are reproductions of prior works by you shall be co-owned by us.
You acknowledge that Boardroom has the right but not the obligation to use and display any postings or contributions of any kind and that Boardroom may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.
7. Prohibited User Conduct. You warrant and agree that, while using the Web Site(s) and its various services and features, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including anyone from Boardroom; (b) upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other materials obtained on or through the Site(s) for any commercial or promotional purpose (other than as expressly permitted by us); (c) insert your own or a third party's advertising, branding or other promotional content into any of the Web Site(s)'s content, materials or services (for example, without limitation, in an RSS feed or a podcast received from Boardroom or otherwise through the Web Site(s)), or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or (d) attempt to gain unauthorized access to other computer systems through the Web Site(s). You shall not: (i) engage in "spidering," "screen scraping," "database scraping," harvesting of E-mail addresses, wireless addresses or other contact or personal information, or any other unauthorized or automatic means of accessing, logging-in to or registering for the Site(s) or the Site(s)'s services or features, or any computer systems, materials or information available on or through the Site(s), including, without limitation, any information residing on any server or database connected to the Site(s) or any services offered on or through the Site(s); (ii) use the Site(s) or the Site(s)'s services or features in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site(s) or its services (or interfere with any other party's use and enjoyment of the Site(s) or its services), including, without limitation, sending mass unsolicited messages or "flooding" servers with requests, or submitting or transmitting to us on or through the Site(s) any materials that contain a virus, spyware, or other harmful component, or that are otherwise unlawful; or (iii) use the Site(s) or the Site(s)'s services or features in violation of our or any third party's intellectual property or other proprietary or legal rights, or in violation of any applicable law. You further agree that you may not attempt (or encourage or support any one else's attempt) to circumvent, reverse-engineer, decrypt, or otherwise alter or interfere with the Site(s) or the Site(s)'s services, or any content thereof, or make unauthorized or unlawful use thereof. You may not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site(s).
It is a condition of your use of the Site(s) that you do not:
Additionally, users are specifically prohibited from posting negative or defamatory statements regarding Boardroom, its officers, directors, employees, affiliates, contributors to the Site(s) or other subscribers.
8. Right to Monitor and Editorial Control. We reserve the right (but do not have an obligation) to monitor and/or review all information and materials submitted by users to the Web Site(s) or through the Web Site(s)' services or features, and we are not responsible for any such information and materials. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit or remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms and Conditions, our policies or applicable law.
Boardroom has no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms or other public forums on the Site(s). However, you acknowledge and agree that we have the absolute right to monitor the same at our sole discretion. In addition, we reserve the right to alter, edit, refuse to post or remove any postings or content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, our clients, sponsors, users and visitors
9. Linking to the Web Site(s). You agree that if you include a link from any other Web Site(s) to the Web Site(s), such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Web Site(s). You are not permitted to link directly to any image hosted on the Web Site(s) or our services, such as using an "in-line" linking method to cause the image hosted by us to be displayed on another Web Site(s). You agree not to download or use images hosted on this Web Site(s) on another Web Site(s), for any purpose, including, without limitation, posting such images on another Site(s). You agree not to link from any other Web Site(s) to this Web Site(s) in any manner such that the Web Site(s), or any page of the Web Site(s), is "framed," surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Web Site(s) be discontinued, and to revoke your right to link to the Web Site(s) from any other Web Site(s) at any time upon written notice to you.
10. Indemnification. You agree to defend, indemnify and hold Boardroom and its directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Site(s), your placement or transmission of any message, content, information, software or other materials through the Site(s), or your breach or violation of applicable law or of these Terms and Conditions. Boardroom reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Boardroom's defense of such claim.
11. Orders for Products and Services. We may make certain products and services available to visitors and registrants of the Site(s). You may only order products and services if, and you hereby represent and warrant that, you are domiciled in the United States and you are 18 years old or older. You agree to pay in full the prices (and any applicable taxes) for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to Boardroom. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Certain products that you purchase and/or download on or through the Web Site(s) may be subject to additional terms and conditions presented to you at the time of such purchase or download.
12. Third Party Web Site(s). You may be able to link from the Web Site(s) to third party Web Site(s) and third party Web Site(s) may link to the Web Site(s) ("Linked Site(s)"). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Site(s), even if they are owned or run by affiliates of ours. Links to Linked Site(s) do not constitute an endorsement or sponsorship by us of such Web Site(s) or the information, content, products, services, advertising, code or other materials presented on or through such Web Site(s). Any reliance on the contents of a third party Web Site(s) is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.
14. Passwords. To use certain features of the Site(s), you will need a username and password, which you will receive through the Site's registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information.
15. Copyright Agent. We respect the intellectual property rights of others, and require that the people who use the Site(s) do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to Boardroom's Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
Copyright Agent: Kelli McCourt Boardroom Inc. 281 Tresser Boulevard Stamford, CT 06901 203-975-5900 203-967-3621 e-mail: copyright(at)BottomLineSecrets.com
16. DISCLAIMER OF WARRANTIES. THE SITE(S) AND ALL PRODUCTS, SERVICES, CONTENT, FUNCTIONS AND MATERIALS AVAILABLE THEREON, ARE PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, TIMELINESS, CORRECTNESS, THOROUGHNESS, COMPLETENESS, PRECISION, USEFULNESS, OR CONTENT OF ANY INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE SITE(S) OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE(S) WILL MEET USERS' REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE(S) OR THE SITE(S)'S PRODUCTS OR SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE(S) OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, CONTENT OR INFORMATION FROM THE SITE(S). IF YOU ARE DISSATISFIED WITH THE SITE(S), YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE(S).
WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, BOARDROOM AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SITE(S), AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE(S) OR IN CORRESPONDENCE WITH BOARDROOM OR ITS AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE SITE(S) ARE PROVIDED BY BOARDROOM "AS IS," EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND BOARDROOM OR ITS LICENSOR OR SUPPLIER.
BOARDROOM MAKES AVAILABLE ON THE SITE(S), AMONG OTHER THINGS, NEWSLETTERS CONTAINING HEALTH-RELATED INFORMATION. THE INFORMATION PROVIDED THEREIN SHOULD NOT BE CONSTRUED AS A HEALTH-CARE DIAGNOSIS, TREATMENT REGIMEN OR ANY OTHER PRESCRIBED HEALTH-CARE ADVICE OR INSTRUCTION. THE INFORMATION IS PROVIDED WITH THE UNDERSTANDING THAT BOARDROOM IS NOT ENGAGED IN THE PRACTICE OF MEDICINE OR ANY OTHER HEALTH-CARE PROFESSION AND DOES NOT ENTER INTO A HEALTH-CARE PRACTITIONER/PATIENT RELATIONSHIP WITH ITS READERS. BOARDROOM DOES NOT ADVISE OR RECOMMEND TO ITS READERS TREATMENT OR ACTION WITH REGARD TO MATTERS RELATING TO THEIR HEALTH OR WELL-BEING OTHER THAN TO SUGGEST THAT READERS CONSULT APPROPRIATE HEALTH-CARE PROFESSIONALS IN SUCH MATTERS. NO ACTION SHOULD BE TAKEN BASED SOLELY ON THE CONTENT OF SUCH INFORMATION. THE INFORMATION AND OPINIONS PROVIDED THEREIN ARE BELIEVED TO BE ACCURATE AND SOUND AT THE TIME OF PUBLICATION, BASED ON THE BEST JUDGMENT AVAILABLE TO THE AUTHORS. HOWEVER, READERS WHO RELY ON INFORMATION IN THIS PUBLICATION TO REPLACE THE ADVICE OF HEALTH-CARE PROFESSIONALS, OR WHO FAIL TO CONSULT WITH HEALTH-CARE PROFESSIONALS, ASSUME ALL RISKS OF SUCH CONDUCT. BOARDROOM IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS.
BOARDROOM ALSO MAKES AVAILABLE ON THE SITE(S) NEWSLETTER(S), WHICH PUBLISH THE OPINIONS OF EXPERT AUTHORITIES IN MANY FIELDS. HOWEVER, USE OF OR RELIANCE ON THESE OPINIONS AND THE INFORMATION PROVIDED THEREIN IS NO SUBSTITUTE FOR LEGAL, ACCOUNTING, TAX, FINANCIAL PLANNING/STRATEGIES, INVESTMENT, MEDICAL AND OTHER PROFESSIONAL SERVICES TO SUIT YOUR SPECIFIC PERSONAL NEEDS. YOU SHOULD ALWAYS CONSULT A COMPETENT PROFESSIONAL FOR ANSWERS TO YOUR SPECIFIC QUESTIONS.
16. LIMITATION OF LIABILITY. IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL BOARDROOM OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE(S) OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE SITE(S), LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE(S). IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE(S) EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO BOARDROOM FOR YOUR USE OF THE SITE(S) OR PURCHASE OF PRODUCTS VIA THE SITE(S).YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE'S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE(S) AND THE PRODUCTS, SERVICES AND/OR MATERIALS.
17. Applicable Laws. We control and operate the Site(s) from our offices in the United States of America. We do not represent that materials on the Site(s) are appropriate or available for use in other locations. Persons who choose to access the Site(s) from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these terms and conditions waive their respective rights to a trial by jury.
18. Termination. We may terminate, change, suspend or discontinue any aspect of the Site(s) or the Site(s)'s services at any time. We may restrict, limit, suspend or terminate your use of or access to the Site(s) and its services if we believe you are in breach of these Terms and Conditions or applicable law, or for any other reason without notice or liability. Boardroom maintains a policy that provides for the termination in appropriate circumstances of the Web Site(s) use privileges of users who are repeat infringers of these Terms and Conditions, intellectual property rights or applicable law.
20. Miscellaneous. The Terms and Conditions and the relationship between you and us shall be governed by the laws of the State of Connecticut, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Terms and Conditions shall be commenced and be heard in the appropriate court in the State of Connecticut, County of Fairfield. You agree to submit to the personal and exclusive jurisdiction of the courts located within Fairfield County in the State of Connecticut. Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions 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 the other provisions of the Terms and Conditions remain in full force and effect.
Last Modified: MAY, 2011