Effective date: Dec 22, 2022
These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using boardx.us Services (the "Services"), the online digital whiteboard service. Some sections of these terms only apply to specific Services, as indicated by the headings of the respective paragraph.
These Customer Terms form a part of a binding "Contract" between Customer and us. "Customer" is the organization that you represent in agreeing to the Contract. If your Instance is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the Instance. When you create an Instance, invite users, or use or allow use of that Instance after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.
When a User (including you) submits content or information to the Services, such as sticky notes, messages or files (“User Data”), the Customer retains ownership of any intellectual property rights in that content.
With regards to Services operated directly by boardx.us:
boardx.us may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate this workspace or channels with other workspaces or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all User Data.
You may access, import, and export all your User Customer Data, including private channels and boards data through your Account preferences panel. You may also request that your account is deleted, together with all the boards data.
To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age. You may not access or use the Services for any purpose if the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.
Duties and Unacceptable Conduct
You agree to abide by the following list of duties and unacceptable conduct for our Services. If we believe a violation of the policy is deliberate, repeated or presents a credible risk of harm to other users, our customers, the Services or any third parties, we may suspend or terminate your access.
- comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies;
- upload and disseminate only Customer Data to which you own all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law;
- keep passwords and all other login information confidential;
- monitor and control all activity conducted through your account in connection with the Services;
- use the proper functions that come with your account to interact with your workspace and subscription (e.g. renewal and cancellation of workspace), or - in emergency case these are not available to you - you must properly identify yourself to us before we can make these changes for you. We cannot make these changes just by receiving an email alone.
- promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and
- comply in all respects with all applicable terms of the third party applications that you access or subscribe to in connection with the Services.
You may not:
- share, transfer or otherwise provide access to an account designated for you to another person;
- use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else's trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
- upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of boardx.us or any third party;
- attempt to reverse engineer, decompile, hack, disable, interfere with, modify, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);
- attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
- use the Services in any manner that may harm minors or that interacts with or targets people under the age of thirteen;
- impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
- use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;
- access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
- send unsolicited communications, promotions or advertisements, or spam;
- place any advertisements within a boardx.us client;
- send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
- use contact or other user information obtained from the Services (including email addresses) to contact Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Users for use outside of the Services; or
- authorize, permit, enable, induce or encourage any third party to do any of the above.
API Fair Use
Many of our services work via API calls managed under a central infrastructure of us. You may not place excessive API calls or otherwise deliberately try to overburden this API system. We may throttle your use of the APIs in case we deem it necessary to facilitate an overall acceptable service level across our infrastructure (e.g. such as in the case of continued, excessive API usage). We may monitor use of the APIs for compliance with these rules, and we may deny you access to the API or shut down your Integration if you try to go around or break the policies we set. If your Service Order includes a defined API limit or minimum, then the Service Order controls.
Ownership of the Content Generated By BoardX AI
We use different third party AI services to generate content for your workflow, from BoardX, We comply with these policies. Please read the Content policy from each of the API provider.
Text Generation from GPT3 of OpenAI
You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input, and subject to your compliance with these Terms, OpenAI hereby assigns to you all its right, title and interest in and to Output. OpenAI may use Content as necessary to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.
Image Generation Service from Stability
Ownership of Content; Stability Use of Content
As between you and Stability, you own the Content that you generate using the Services to the extent permitted by applicable law.
With respect to images you upload to the Services, you represent and warrant that you own all right, title, and interest in and to such images, including without limitation, all copyrights and rights of publicity contained therein. By uploading any images to the Services, you hereby grant Stability a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use such materials for any Stability-related purpose in any form, medium or technology now known or later developed.You are responsible for the Content, including for ensuring any Content Sharing does not violate any applicable law, intellectual property right of any third party, or these Terms.
You agree that Stability and our affiliates may use the Content to develop and improve the Services.
Limitation of Liability
If we believe that there is a violation of the Customer Terms or any of our other policies that can simply be remedied by removal of certain Customer Data or taking other action, we may directly step in and take what we determine to be appropriate action (including disabling your account) if we believe there is a credible risk of harm to us, the Services, Users, or any third parties. To the maximum extent permitted by law, boardx.us offers the Products “AS IS” and “AS AVAILABLE”, and boardx.us hereby disclaims all warranties, whether express, implied or statutory, including but not limited to any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, relating to these Terms. You may have other statutory rights, in which case the duration of any statutory warranties will be limited to the maximum extent permitted by law. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE CUSTOMER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
Email and boardx.us Messages
Except as otherwise set forth herein, all notices under the Customer Terms will be by email, although we may instead choose to provide notice to Customers through the Services (e.g., a bot notification). Notices to boardx.us should be sent to [email protected]. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services.
These Customer Terms will begin on the Effective Date and will continue until terminated by either party as outlined in this Section (the "Term").
Suspension or Termination Rights
You may terminate these Customer Terms at any time upon 30 days' written notice to boardx.us. Either party may terminate these Customer Terms immediately upon 30 days’ written notice to the other party in the event of any material breach of this Agreement (including without limitation, any failure to pay any amounts when due hereunder) by such party where such material breach is not cured during such notice period. Either party may terminate these Customer Terms, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business without a successor.
If you cancel your subscription from My Account, all future charges associated with it will be cancelled. The cancellation will take effect at the end of the current billing period and BoardX does not offer refunds for any unused subscription fees. All subscriptions are recurring and will be renewed automatically once the current paid period has ended. This means that you will not receive a refund for the current billing cycle, but you will still have access to the benefits of your subscription until the billing period has ended.
Effect of Termination
Unless You are entitled for a refund as described above, Termination shall not relieve You of the obligation to pay any fees or other amounts accrued or payable to boardx.us through the end of the Term. Without prejudice to any other rights, upon termination, You must cease all use of the Services, Software, and Documentation and destroy or return (upon request by boardx.us) all copies of the Services, Software, and Documentation. You further acknowledge and agree that You will retrieve Your Data or copies of Your Data from boardx.us within thirty (30) business days of the termination of these Customer Terms. Unless in accordance with our internal policies, contractual, legal, or other obligation, You acknowledge and agree that BoardX.us has the right to delete Your Data, including any and all copies thereof. Your Data, once deleted, will not be able to be recovered.
As our business evolves, we may change these Customer Terms. If we make a material change to the Customer Terms, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the Customer Terms at any time by visiting this page. Any material revisions to these Customer Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.
No failure or delay by either party in exercising any right under the Customer Terms will constitute a waiver of that right. No waiver under the Customer Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Customer Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the Customer Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Customer Terms will remain in effect.
You may not assign any of your rights or delegate your obligations under these Customer Terms, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these Customer Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
Governing Law; Venue; Waiver of Jury Trial; Fees
The Customer Terms, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law of California, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. In any action or proceeding to enforce rights under the Customer Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
Please also feel free to contact us if you have any questions about boardx.us's Customer Terms of Service. You may contact us at [email protected]