BoardSpace App Subscription

READ THIS CAREFULLY BEFORE PROCEEDING

WHEN NEW SUBSCRIBERS CREATE THEIR ACCOUNTS, THEY ARE REQUESTED TO ACCEPT THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) BY CLICKING IN THE BOX BESIDE “I ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.”  THIS INDICATES ACCEPTANCE OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. SUCH ACCEPTANCE IS EITHER ON YOUR OWN BEHALF OR ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT.

IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS DO NOT CONTINUE TO USE OF THE SERVICES AVAILABLE ON APP.BOARDSPACE.CO.

1. Background

(a) This Agreement is between 8868662 Canada Inc., a corporation organized under the laws of Canada, having its principal offices at 384 Citiplace Drive, Ottawa Ontario K2E 0A7 (“BoardSpace”), and you or the corporate entity which employs you or which you represent (the “Subscriber”).

(b) BoardSpace provides an online service (the “Service”) located at https://app.boardspace.co (the “Web application”) for streamlining tasks associated with the management of a Board of Directors, including finalizing, approving and publishing minutes at the end of meetings, assigning tasks during meetings and easily tracking them through to completion, searching recorded activities, and providing 24/7 information access to stakeholders.

(c) The Subscriber desires to purchase a subscription to the Service subject to the terms and conditions herein.

2. Term. The term of this Subscription Agreement (“Agreement”) shall be the initial term as described in the service package selected by the Subscriber (the “Initial Term”) unless amended or terminated by written agreement by both parties or terminated in accordance with this Agreement. Upon the expiration of the Initial Term, this Agreement will automatically renew for subsequent additional terms, each on the same terms and conditions as provided herein unless canceled by the Subscriber prior to the expiration of the term. The Initial Term and any successive additional terms shall constitute the “Term” of this Agreement.

3. Payment Terms. To subscribe to the Service, the Subscriber may pay by cheque, credit card, Interac or direct bank transfer to subscribe to the Service. The Service is available in several different packages with different features and pricing. A detailed list of BoardSpace’s service packages, pricing and the features associated with each can be found on the Website.

4. Usernames and Passwords. Subscribers are assigned a unique identifier (“Username”) to the Subscriber and asked to create a password for access to the Service. The Subscriber may create additional usernames for individuals authorized by the Subscriber to access and use the Service (the “Authorized Users”). The Username shall only be used by the Subscriber, and shall not be shared with, or used by any other person. BoardSpace requires the selection of strong passwords, that are a minimum of eight (8) characters long, including at least one (1) upper case letter, one (1) lower case letter, and one (1) special character (ex: !?%)

5. Security of Passwords. The Subscriber shall be responsible for protecting the security of its Username and password, along with any additional usernames and passwords associated with the Subscriber’s Authorized Users. The Subscriber agrees to implement policies and procedures to prevent the unauthorized use of its Username and password, and will promptly notify BoardSpace, upon suspicion that any usernames and/or passwords has been lost, stolen, compromised, or misused.

5. Provision of the Service.  BoardSpace hereby grants the Subscriber a non-exclusive, limited license to access and use the Service. The Service is protected by Canadian and international copyright laws and treaties, as well as other laws and treaties. Except for the non-exclusive licence granted pursuant to the Agreement, the Subscriber acknowledges and agrees that all ownership, licence, intellectual property and other rights and interests in and to the Service shall remain solely with BoardSpace. THE SUBSCRIBER WARRANTS THAT ANY USE OF THE SERVICE BY THE SUBSCRIBER’S AUTHORIZED USERS SHALL BE DONE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

6. Restrictions on Use. The Subscriber agrees not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, or any other software or service provided by BoardSpace. The Subscriber agrees that the Service shall not be used in any manner which may infringe copyright or other intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of the Agreement. The Service shall not be used to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature. The Subscriber agrees not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheets (“CSS”) or any visual design elements. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.

7. 1 Ownership and Use of Content. The Subscriber acknowledges and agrees that BoardSpace does not review or pre-screen the contents of any corporate records or electronic data uploaded or posted to the Service by the Subscriber or the Subscriber’s Authorized Users (collectively, the “Subscriber’s Content”), and BoardSpace claims no intellectual property rights with respect to the Subscriber’s Content. The Subscriber represents that the Subscriber owns or otherwise has permission to use the Subscriber’s Content, and that use of the Subscriber’s Content by the Subscriber’s Authorized Users will not infringe upon or violate the rights of any third party. The Subscriber acknowledges and agrees that any dispute over the ownership of the Subscriber’s Content, including a dispute initiated by a third party shall be resolved in accordance with the dispute resolution procedure described in Section 14(h) below.

The Subscriber acknowledges and agrees that BoardSpace shall be permitted to disclose the Subscriber’s Content under the following circumstances:

(i) in response to subpoenas, court order, other legal process, to establish or exercise BoardSpace’s legal rights or defend against a legal claim, or as otherwise required by law;

(ii) to BoardSpace’s trusted partners who work on BoardSpace’s behalf under confidentiality agreements; or (iii) if BoardSpace is acquired by or merged with another company subject to the condition that acquirer agrees to assume BoardSpace’s obligations herein.

7.2 Aggregate/Anonymous Data. Customer agrees that BoardSpace will have the right to generate Aggregate/Anonymous Data and that Aggregate/Anonymous Data is BoardSpace Technology, which BoardSpace may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve BoardSpace’s products and services and to create and distribute reports and other materials). For clarity, BoardSpace will only disclose Aggregate/Anonymous Data externally in a de-identified (anonymous) form that does not identify Customer, Authorized Users, or Visitors, and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). Customer is not responsible for Optimizely’s use of Aggregate/Anonymous Data.

8. BoardSpace Maintenance.  BoardSpace reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and BoardSpace will endeavour to provide reasonable notice prior to any such suspension.

9. Changes to Service. BoardSpace reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice. Continued use of the Service following any modification constitutes the Subscriber’s acceptance of the modification.

10. Termination of Service. The Subscriber or BoardSpace may cancel this Agreement at any time. In the case of a cancellation by BoardSpace, BoardSpace agrees to provide a pro-rated refund of any amounts previously paid to BoardSpace by the Subscriber. Upon the termination or expiration of the Service, BoardSpace shall continue to store and make available the Subscriber’s Content on a read-only basis for a period of sixty (60) days from date of the termination or expiration. During such time the Subscriber shall be permitted to download or otherwise migrate the Subscriber Content to a third party service provider. The Subscriber must contact a BoardSpace representative if additional time is required to complete the transfer or migration of the Subscriber’s Content.

11. Suspension of Service.  BoardSpace reserves the right in its sole discretion to suspend providing the Service to the Subscriber or any Authorizer User who is in default with the terms of this Agreement. If a suspended user has not remedied the default within thirty (30) days of the suspension, or taken other appropriate action, BoardSpace reserve the right to cancel such user’s access and use of the Service.

12. NO WARRANTY, CONSEQUENTIAL DAMAGE WAIVER, AND LIMITATION OF LIABILITY. THE SUBSCRIBER UNDERSTANDS AND AGREES THAT THAT THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND BOARDSPACE MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, WITH RESPECT TO THE SERVICE, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. BOARDSPACE, ITS AFFILIATES, AND ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, SUCCESSOR, OR ASSIGN OF BOARDSPACE SHALL IN NO EVENT BE RESPONSIBLE FOR ANY LOST PROFITS OR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES THAT THE SUBSCRIBER MAY INCUR, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. BOARDSPACE SHALL NOT BE RESPONSIBLE FOR ANY WRONGDOING BY SUBSCRIBER’S AUTHORIZED USERS (INCLUDING ANY LIABILITY IN TORT), NOR FOR ANY FAILURE BY CUSTOMERS TO COMPLY WITH APPLICABLE FEDERAL, PROVINCIAL, STATE AND MUNICIPAL BY-LAWS. BOARDSPACE’S SOLE LIABILITY TO THE SUBSCRIVER IN CONNECTION WITH THE SERVICES PROVIDED HEREIN, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF MONIES DUE TO BOARDSPACE UNDER THIS AGREEMENT.

13. INDEMNITY. THE SUBSCRIBER AGREES TO INDEMNIFY AND HOLD HARMLESS BOARDSPACE AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY CLAIMS, CAUSES OF ACTION, DEMANDS, RECOVERIES, LOSSES, DAMAGES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES OF ANY KIND OR NATURE INCLUDING BUT NOT LIMITED TO REASONABLE LEGAL AND ACCOUNTING EXPENSES, BROUGHT BY THIRD PARTIES AS A RESULT OF:

(A) THE SUBSCRIBER’S BREACH OF ANY TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE SUBSCRIBER’S FAILURE TO MAINTAIN THE SECURITY OF ITS PASSWORD; OR

(B) THE SUBSCRIBER’S USE OF THE SERVICE.

14. General Provisions.

(a) Entire Agreement. This Agreement, together with any attachments hereto, constitutes the full and complete understanding between the parties hereto and supersedes all prior understandings, whether written or oral, pertaining to the subject matter hereof and cannot be modified except by a written instrument signed by the parties hereto.

(b) Modifications. It is understood and agreed that any modifications to the terms and conditions of this Agreement shall require a written amendment agreed to and signed by both parties prior to the effectiveness of such amendment.

(c) Severability. If any one or more of the provisions contained herein for any reason are held to be invalid, illegal, or unenforceable in any respect, such condition shall not affect any other provision thereof and this Agreement shall be construed as if such condition had never been contained herein.

(d) Construction. Headings used in this Agreement are used for clarity only and do not constitute substantive matters to be considered in construing the terms of this Agreement.

(e) Waiver. The failure of either party to enforce any provision of this Agreement, or to seek relief for any breach or failure to comply with any representation, warranty, obligation or duty of a party under this Agreement, shall not waive any right to enforce such provision in the future or to seek relief for any subsequent breach.

(f) Assignment. The Subscriber shall not assign or dispose of any of its rights or obligations under this Agreement without prior written consent of BoardSpace. This Agreement is binding on the successors and permitted assigns of the parties.

(g) Independent Contractor. The relationship of the parties established by this Agreement is that of independent contractors. Neither party has any express or implied right or authority to assume or create any obligation on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party. Nothing in this Agreement shall be construed to create a partnership, franchise, joint venture, employment or agency relationship. Neither party shall assume liability or responsibility for the other Party’s personnel. Each party shall: (i) ensure itself and its personnel in compliance with all applicable laws, regulations and licensing requirements; and (ii) be responsible for the supervision, control, compensation, withholdings, health and safety of its personnel.

(h) Dispute Resolution. Unless otherwise specifically provided for in this Agreement, if any dispute shall occur between the parties relating to the interpretation or implementation of any of the provisions of this Agreement or the provisions of any of the scheduled agreements, such dispute shall be resolved by arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement between the parties or, in default of agreement, such arbitrator shall be appointed by a Judge of The Superior Court of Justice upon application of any of the said parties. A Judge of The Superior Court of Ontario shall be entitled to act as such arbitrator, if he or she so desires. The arbitration shall be held in the City of Ottawa. The procedure to be followed shall be agreed by the parties or, in default of agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). The arbitrator shall have the power to proceed with the arbitration and to deliver his award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. This paragraph 16(h) shall not prevent either party from seeking injunctive relief from a court of competent jurisdiction.

(i) Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.