Terms of Use

Last updated March 1, 2013

I. Overview

The BoardSeat, also known as TheBoardSeat and together “BoardSeat”, platform  ("Platform") is organized primarily to help senior business leaders network with other each other in a business context.  To share relevant information with relevant peers. The Platform includes the social networking web site at BoardSeat.com ("Site").

You may access the Site or Platform as a user ("User") with a free account. While access to certain components of the Site and selected features of the Platform is free, BoardSeat reserves the right to charge fees for features and benefits associated with the Site or Platform. A User who pays for the Site or Platforms shall be known as a "Member" and may be required to sign a separate agreement associated with Member rights and obligations.

Your access to the Site and Platform is expressly conditioned on your compliance with this Terms of Use, the BoardSeat Code of Conduct, the BoardSeat Privacy Policy and any applicable laws.

BoardSeat reserves the right to cancel, suspend, or block access to the Site or Platform at its sole discretion for violations of these terms, the Code of Conduct, or for any reason, without notice.

For the purposes of this BoardSeat Terms of Use, Users and Members may be referred to as "you", and the Terms of Use may be referred to as the "Agreement" or "Platform Agreement."

II. Conditions Governing All Users

  • The Platform is available only to users who are 18 years of age or older.
  • The Platform is available only to Users who submit truthful and accurate information about themselves and maintain the accuracy of such information.
  • The Platform is available only to Users who do not impersonate any person or entity or otherwise misrepresent their identity in a profile or elsewhere on the Site.
  • The Platform is available only to those with a valid email address.
  • The Platform is available only to those who agree not to authorize others to use their account, profile, or messages.
  • Users have an obligation to inform BoardSeat immediately upon learning of a security breach that relates to their account or a third party's improper use of the Platform in connection with their account.
  • Users agree that portions of the Site and Platform are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, metacrawlers and other similar programs.
  • BoardSeat reserves the right to monitor User communications, and may disclose content and information about Users, including content contained within User communications, if BoardSeat deems it reasonably necessary to:
    • conform to legal requirements or respond to legal process.
    • ensure User compliance with this Platform Agreement, the BoardSeat Privacy Policy, and/or the BoardSeat Code of Conduct or
    • protect the rights, property, personal safety or interests of BoardSeat, its employees, customers, or the public.
  • The Platform is not available to any User promoting, advertising or selling multi-level or network marketing companies (hereafter, "MLM"). MLM is defined broadly herein as any business that recruits distributors, resellers, consultants, or others for the sale or representation of a product or platform that does not originate from the person requesting an account on BoardSeat, including without limitation matrix marketing, get rich quick schemes, and direct sales companies.

III. User Obligations Regarding User Generated Content

Any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that a User uploads, publishes or displays on the Site or in connection with the Platform, whether publicly posted or privately transmitted shall be referred to herein as "User Generated Content".

  • Users assume legal responsibility for all User Generated Content.
  • Users agree that no copyright, trademark, trade secret, publicity or privacy rights, or other intellectual property rights are being violated by your posting or transmission of any User Generated Content via the Site.
  • Users agree not to post, transmit, or share User Generated Content on the Site or Platform that User did not create or does not have permission to post.

IV. BoardSeat Obligations Regarding User Generated Content

BoardSeat assumes no obligation to and does not routinely pre-screen User Generated Content posted via the Site or in connection with the Platform. As such, BoardSeat does not guarantee the accuracy, integrity, appropriateness, quality, or validity of such User Generated Content. The User Generated Content posted by users or other third parties does not necessarily represent the views or opinions of BoardSeat and under no circumstances will BoardSeat be liable in any way for any User Generated Content, including without limitation any loss or damage of any kind incurred as a result of the use of any User Generated Content posted, emailed, or otherwise transmitted via the Site. As a result, you are solely responsible at your own expense for creating backup copies and replacing any User Generated Content you post or store on the Site or provide to BoardSeat. Notwithstanding its lack of obligation, BoardSeat may remove any User Generated Content at any time at its sole discretion, including User Generated Content that in the sole judgment of BoardSeat violates this Platform Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. BoardSeat assumes no obligation to maintain or store your content. BoardSeat may delete, modify or restrict the display of User Generated Content at any time for any reason, including but not limited to change in membership account level, platform cancellation, violation of the Platform Agreement or violation of the Code of Conduct. Once deleted, User Generated Content may not be retrieved.

V. BoardSeat's Permitted Use of User Generated Content

When you post User Generated Content to the Site, you authorize and direct BoardSeat to make such copies as BoardSeat deems necessary to facilitate the posting and storage of User Generated Content on the Site. In addition, with respect to User Generated Content that you elect to post or transmit for inclusion in or on the Site or in connection with the Platform, you agree to grant to BoardSeat a perpetual, world- wide, royalty free, non-exclusive right to display and distribute that content based on the functionality and connections created by your actions on the Platform.  You further agree that BoardSeat is free to use any ideas, know-how, concepts, techniques or other materials implied by User Generated Content.

You may remove User Generated Content from the Site at any time. Notwithstanding, BoardSeat does not claim ownership of User Generated Content and subject to the rights granted to BoardSeat in this Platform Agreement, you retain full ownership of all of User Generated Content to the extent you would otherwise have intellectual property rights or other proprietary rights associated with it.

VI. Platform Limitations

BoardSeat may establish limits concerning use of the Platform at its discretion, including by way of example only the length, number or size of photos, email messages, postings, or other content that are retained, stored, displayed, or transmitted by the Site. BoardSeat may also limit the frequency with which you may access the Platform. BoardSeat reserve the right to modify or discontinue the Platform (or any part or feature thereof) at any time without notice.

VII. Meetings

Hosting a Meeting. Physical meetings ("Events") hosted by Users ("Event Hosts") are a limited part of the Platform. BoardSeat does not review all events and makes no warranties related to events. BoardSeat may, at its discretion, review, reject or edit a pending or published Event listing to ensure consistency with the Platforms. BoardSeat urges Users to exercise caution and good judgment when attending Events.

Release. BoardSeat does not supervise or control Events or other physical interactions among or between Users and any other persons or companies. For many reasons, for example because BoardSeat is not involved in any way with physical transportation to or from BoardSeat Events or with the actions of any individuals at Events, because BoardSeat does not have control over the identity or actions of Event Hosts, Users or others who attend Events, because BoardSeat cannot guarantee the true identity of Event attendees, and because BoardSeat typically has very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Events, Users assume all risk associated with paying for and attending Events and agree to release BoardSeat (and its officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) from claims, demands, and damages (actual and consequential) of any nature arising out of or in any way connected with Events. Users further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including relinquishing any rights and benefits under Section 1542 of the Civil Code of the Province of California or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation the provinces of Missouri, Delaware and Pennsylvania) to the full extent that a User may lawfully waive such rights and benefits.

VIII. Trademarks; Copyrights; Proprietary Rights

BoardSeat owns the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Site ("BoardSeat Content"). BoardSeat Content excludes User Generated Content.

BoardSeat also owns the copyrights, trademarks, platform marks, trade names and other intellectual property and proprietary rights throughout the world associated with the BoardSeat Content, the Site and Platform, which are protected by applicable intellectual and proprietary rights and laws.

Users may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit, any of the BoardSeat Content in whole or in part except as expressly authorized in writing by BoardSeat. BoardSeat does not grant any express or implied rights, and all rights in and to the Site and to BoardSeat's Content are retained by BoardSeat.

Moreover, The term BoardSeat and anything on the site that identifies or distinguishes BoardSeat from other goods are platforms are registered or unregistered trademarks of BoardSeat, Inc. (the "BoardSeat Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the BoardSeat Trademarks without BoardSeat's prior written consent.

IX. Copyright Infringement Agent

If you believe that your work has been used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify BoardSeat at [email protected] or contact BoardSeat's copyright agent. BoardSeat's copyright agent may be contacted as follows:

Gordon Clarke, Phone (705) 446-4534 Email: [email protected]

You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Platform that you claim is infringing with enough detail so that BoardSeat may locate it; provide a provincement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; provide a provincement by you declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; provide information reasonably sufficient to permit BoardSeat to contact you, such as an address, telephone number, and email address; and your physical or electronic signature.

Upon receipt of notice as described above, BoardSeat will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Platform or termination of the posting account.

X. User Indemnification of BoardSeat For Certain Actions

Users agree to indemnify and hold BoardSeat and its affiliates, officers, agents, subsidiaries, partners and employees harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) User Generated Content you submit, post, transmit, or make available through the Platform, (ii) your unauthorized use of the Platform, (iii) your connection to the Platform, including your use of the Platform to provide a link to another site or to upload content or other information to the Site, or (iv) your violation of the Terms of Use or Code of Conduct, or (v) your violation of any rights of another including but not limited to another's copyright or other intellectual property right.

XI. Warranties

BoardSeat provides the Platform "as-is". BoardSeat provides no express warranties, guarantees, or conditions related to the Site or Platforms. To the extent permitted by law, BoardSeat disclaims any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement and including those arising by usage of trade, course of dealing, or course of performance. Without limiting the generality of the foregoing, BoardSeat does not warrant that the Site or Platform will be accurate, error-free, virus-free, or uninterrupted or that it will meet any specific requirements of a User or Member. Users may have additional rights as a consumer under local law that this Agreement cannot change.

XII. LIABILITY LIMITATION; EXCLUSIVE REMEDIES FOR USERS

You acknowledge that BoardSeat cannot provide the Platform at a reasonable price without limiting its liability as set forth herein, so, as an express condition of use of the Site or Platform, you agree to limit BoardSeat's potential liability to you as described in this clause. This limitation of liability is a fundamental element of the basis of the bargain between BoardSeat and you as a User.

To the extent permitted by applicable law, BoardSeat shall not be liable for any consequential, lost profits, special, or incidental damages resulting from your access to or use of--or inability to access or use (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of the Platform or any part thereof)- the Site or Platform, whether based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory. Without limiting the foregoing, you specifically acknowledge that BoardSeat is not liable for the defamatory, offensive, infringing, breaching, fraudulent, or illegal conduct of other Users or third parties and that the risk of injury from the foregoing rests entirely with you. These limitations apply to any matter related to the Site, Platform or its content; third party Internet sites, programs or conduct; viruses or other disabling features; incompatibility between the Platform and other platforms, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction in connection with the Platform in an accurate or timely manner. These limitations also apply even if this remedy does not fully compensate you for any losses, or fails its essential purpose; or even if BoardSeat knew or should have known about the possibility of the damages.

Some provinces, provinces and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Users in these jurisdictions.

XIII. Special Admonitions for International Use

As a consequence of the global nature of the Internet, you agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically, you agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United Provinces or the country in which you reside.

XIV. Notices; Jurisdiction and Enforcement of Platform Agreement

Any notice from you to BoardSeat related to the Site or Platform should be addressed to [email protected].

You understand and agree that this Platform Agreement and any notices given pursuant to this Platform Agreement are enforceable in electronic format. If BoardSeat must send you additional information regarding the Platform by law, you consent to BoardSeat sending you this information in electronic form. BoardSeat may also provide required information to you by email at the address you registered with the Site or by access to www.BoardSeat.com or another web site designated in an email notice or generally designated in advance for this purpose. Notices provided to you via email will be deemed given and received on the transmission date.

This Platform Agreement is governed by the laws of the Province of Ontario, Canada, without regard to its conflict of laws provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the province and federal court located in Toronto, Ontario; to which jurisdiction and venue you and BoardSeat each irrevocably consent.

If any provision of this Platform Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party's failure to act with respect to a breach of this Agreement does not that party's rights to act subsequently. Users may not assign rights or delegate any duties under this Agreement. BoardSeat may assign rights or delegate duties under this Platform Agreement in connection with a merger, reorganization, or sale of substantially all of its assets. This Platform Agreement will bind successors and permitted assigns.