Agreement
These terms and conditions as amended from time to time (“Terms and Conditions”) govern your use of this website boardwise.net and its various sub-domains (“Website”). In these Terms and Conditions, Better Boards Australasia Pty Ltd. is referred to as the “Company” or “BoardWise Membership” is referred to as “us,” or “we “and “Services” means the services available from and related to the domain and sub-domains of the Website.

BoardWise and Better Boards are protected and registered trademarks of Better Boards Australasia Pty Ltd.

By using this Website and the Services you agree to be bound by these Terms and Conditions and the Company’s privacy policy which is incorporated by reference in its entirety and can be found at http://boardwise.net/privacy.html (“Privacy Policy”). The Company may amend these Terms and Conditions and Privacy Policy from time to time without notice. If you do not agree to these Terms and Conditions and/or the Privacy Policy you must not use this Website or the Services.

Conditions of Use
You must not use this Website or the Services for use or activity that is unlawful, is prohibited by these Terms and Conditions, or is subject to any restriction or notification elsewhere on this Website.

When using this Website, or the Services, you must not do any of the following:

defame, abuse, harass, stalk, threaten or otherwise violate the rights, including the privacy rights of others;

publish, post, distribute or disseminate any defamatory, infringing, obscene, indecent, offensive or unlawful material or information;

upload files that contain software or other material protected by intellectual property laws or by rights of privacy from publicity, unless you own or control the rights or have received all necessary consents;

upload files that contain viruses, corrupted files or any other similar software or programs that may damage the operation of another’s computer;

impersonate any person or entity, including without limitation any employee or representative of the Company;

post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services;

run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure;

decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services;

delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded;

falsify the origin or source of software or other material contained in a file that is uploaded;

advertise or offer to sell any goods or services or conduct or forward surveys, competitions, or chain letters; or

download any file posted by another user of this Website that you know, or reasonably should know, cannot be legally distributed in such manner.

Legal Capacity
At the time of registration you represent and warrant to the Company that you are of full legal age and capacity and can enter into a binding contract with the Company.

The person who registers on behalf of a company or other business entity, represents and warrants that they have full authority to legally bind that company, organisation or entity into an agreement with the Company.

All information provided on The Website is general in nature. It does not constitute legal, governance, financial or any other kind of professional advice.

The Company advises that you seek legal or other professional advice before relying on any information or material on this Website. Under no circumstances will the Company be liable in any way for any information it provides on the Website or through the Services, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

Registration

You will need to register to become a member (“Member”) of this Website if you wish to access the Services. Membership is subject to the yearly charge at http://app.boardwise.net/pricing.html, which may be updated or changed at the Companies discretion.

You may change your membership package at any time, subject to these Terms and Conditions.

To register to become a Member you must provide the Company with information about you via the Company’s registration form:

http://app.boardwise.net/#/signup

The Company’s use of this information is set out in the Company’s Privacy Policy, which can be found at http://boardwise.net/privacy.

You must provide true, accurate, current and complete information about yourself when completing the registration form and update that information to maintain currency:

http://app.boardwise.net/#/signup

The Company may cancel your membership and refuse any and all current or future use of this Website if any information provided by you is not true, accurate, current and complete.

Registration requires a valid email address, personal and organisational or company details and unique password. A secure password should be created by use of a combination of letters, upper case and lower case, numbers, and symbols and by avoiding obvious identifiable words or dates that are personally identifiable.

You will become a Member and will be able to access the Services on the Website when the Company sends you a confirmation e-mail.

To prevent unauthorised access to your information, you must keep your user name and password confidential and log-off from the Website when your session is complete. You must immediately inform the Company if you become aware that your user name or password is subject to unauthorised use or access. In that event, the Company will cancel your user name and/or password and issue new ones to you as soon as reasonably possible.

The Company may, for security or other reasons, require you to change your user name and/ or password or other information which facilitates access to this Website or the Services.

The Company reserves the right to cancel your Membership of The Website without notice if you breach any of these Terms and Conditions.

Charges and Payment
Membership is from year to year and unless it is varies, cancelled or terminated prior to the end of a fee year, will automatically renew on the same basis without the necessity for you to apply for renewal. Annual charges will be incurred automatically on renewal and will be debited to the card provided by you for payment of charges.

Charges are determined by membership package to which you subscribe, as set out in http://boardwise.net/pricing.html. Your membership year begins on the date on which you register for the Services and finishes on the day before the annual anniversary of that date in each successive year. Memberships renew annually.

All Member charges are annual charges expressed in Australian Dollars and are payable in advance with no possibility of refund for any unused part of a year or variation to a membership package or number of users. If the Company reduces any yearly membership price, that reduction will take effect in next membership year following notification.

Any increase in the yearly membership price including where you upgrade your package or add additional users, will take effect from the date of notification with a pro-rata increment payable for the balance of the current membership year and with full yearly payment to be made from the beginning of the following membership year.

You may reduce the number of additional users attached to your account or to downgrade to a different package at any time. You are reminded expressly that membership is payable annually and is not refundable, pro rata or on any other basis for any unused portion of a membership year, for variation to the membership package or for reduction in the number of users. Such variation will take effect from the next yearly membership payment.

Payment for all charges is due in full upon registration or on the relevant yearly payment date. Membership fees must be paid by credit card. The Company accepts Mastercard, Visa and American Express credit cards. Access to the Website will only be granted once payment is received and cleared and your account is approved by the Company.

At the time of registration, you will be asked to nominate a credit or debit card for payment of membership fees. The details supplied will be encrypted to minimise the risk of unauthorised access or disclosure. If at any time the Company is unable to obtain payment of any fees using your nominated card details, the Company may suspend your access to the Website and the Services until payment in full has been made.

The Company uses www.stripe.com to securely store and process your credit card.

Termination
Without prejudice to any remedy that the Company may have against you, the Company may terminate or suspend your membership with immediate effect and without notice and your access to and use of this Website and the Services will end if it (a) does not receive payment of the charge for your membership; (b) reasonably believes that you have breached any of these Terms and Conditions;(c) is unable to verify the accuracy or validity of any information provided by you; or (d) reasonably suspects fraudulent, abusive or illegal activity by you.

If you object to any of these Terms and Conditions, or any modification to them, or become dissatisfied with this Website or the Services in any way, your only recourse is to immediately discontinue accessing or using this Website and the Services.

You may cancel your membership at any time by emailing [email protected]. You are expressly reminded that membership is payable annually and is not refundable for any unused portion of a membership year. Cancellation will take effect from the next yearly payment date. No pro rata refund will be made in respect of yearly membership fees already paid.

Content
The Company may modify, replace, refuse access to, suspend or discontinue the Website, partially or entirely, or change and modify prices for all or part of the Services in its sole discretion. All such changes shall be effective immediately on posting on the Website. Your use of the Services after such posting constitutes acceptance by you of the modified Terms and Conditions.

The Company strives to update, improve and expand the Services. Your access to the Website and the Services is as it may exist and be available at the time of access. The Company reserves the right at any time and from time to time to modify, replace, refuse access to, suspend or discontinue the Website, partially or entirely, or change and modify prices for all or part of the Services in our sole discretion without notice (“collectively “changes”). You agree that the Company will not be liable to you or to any third party for changes to the Website or the Services.

International Use
You acknowledge the world wide nature of the internet and agree to comply with any and all applicable local, state, national or international laws and regulations regarding online conduct, acceptable content and use of the Services, including, without limitation, all applicable laws regarding the transmission of technical data exported from the country or jurisdiction in which you reside.

Indemnity
You agree to indemnify and hold the Company, its associated companies, partners, affiliates, officers, and employees harmless including, without limitation, from all damages, liabilities, costs and expenses, including legal costs on a full indemnity basis in respect of or relating to any claim or demand made by any third party due to or arising out of your access to the Website or the Services, the use of the Services, your violation of these Terms and Conditions, or the infringement of any intellectual property or other proprietary right of any person or entity, whether by you or by any third party using your account.

Links
The Website or the Services may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge that the Company has no control over such sites and resources, and agree that the Company is not responsible for the availability of such external sites or resources, does not endorse them and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that the Company has no liability, directly or indirectly, for or in respect of any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

If you link to the Website without prior written consent, the Company may revoke your right to so link at any time, at its sole discretion.

Use and Storage
You acknowledge that the Company may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that content will be retained in respect of the Services, the extent of email messages that may be sent from or received, the maximum size of any email message that may be sent from or received, and the maximum number of times and the maximum duration for which you may access the Services in a given period of time. You agree that the Company has no responsibility or liability for the deletion or failure to store any content of Services and other communications maintained or transmitted. You further acknowledge that the Company reserves the right to modify these general practices and limits from time to time.

Modifications
The Company reserves the right to amend these Terms and Conditions and any content or information contained on the Website or the Services at any time. The Company will post amended Terms and Conditions on this Website, identifying the date and version. Changes will apply from the date of posting. If you do not agree with amended Terms and Conditions and/or the Privacy Policy, you must stop using this Website and the Services.

Marketing
You agree that the Company may explicitly identify you and/or your organisation as a customer and user of the Services and may also refer to your company or entity by name or business name and trade mark, when deemed applicable and appropriate by the Company, and may briefly describe your business in the Company’s marketing materials and the Website. The right and licence hereby agreed is granted solely in connection with the marketing of the Services including the BoardWise service.

Advertisers
All contact and business dealings with, or participation in promotions of, advertisers found on or through the Website or the Services, including purchase of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are exclusively between you and that advertiser. You agree that the Company shall not be responsible or liable for any loss or damage of any kind whatsoever related to or arising from any such dealings or as the result of the presence of such advertisers on the Website.

Intellectual Property
You acknowledge and agree that all content and information, including but not limited to text, software, music, sound, photographs, graphics, video or other material (“content”) provided on the Website or through the Services, contained in sponsor advertisements or, presented to you by the Company, its partners or advertisers, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. You must observe and respect all copyright notices, trade marks, confidential information, and restrictions contained in or signified in any content accessed through the Services.

Except as expressly permitted by these Terms and Conditions, or with the express prior written consent of the respective owners, as the case may be, you must not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any content or third party submissions or other proprietary rights not owned by you.

You acknowledge and agree that you are permitted to review, print and make one copy for your personal use of the content and other items displayed on the Website for download, provided that you maintain all copyright and other notices contained in that downloaded content. You must not download and store significant volume of content in any form.

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the content of the Website or the Services, use of the Service, or access to the Service except to the extent permitted by these Terms and Conditions or unless otherwise agreed in writing.

Should the Company terminate your access to the Services or should you cancel your membership you must discontinue use of and delete or destroy any content (either modified or in its original state), whether digital or hardcopy, obtained from the Services.

Third Party Tools & Templates

From time to time there may be additional tools and templates provided through the Service which contain further copyright, terms, conditions and licensing notices. These additional tools and template may have been provided to the Company by a third party under special license and arrangements. The additional copyright and licensing may be contained either inside that specific tool or template or at a website address specified on the tool or template. By downloading and utilising these tools or templates you are agreeing to the additional terms, conditions and licensing pertaining to the respective tool or template you have downloaded or utilised. If you do not agree with the additional terms, conditions and licensing of the respective tool or template you must immediately cease use of the tool or template and delete or destroy any copies, either modified or in their original state, you may hold of the tool or template.

If you object to any of the terms, conditions or licenses on these tools or template, or any modification to them, or become dissatisfied with the additional tools or templates in any way, your only recourse is to immediately discontinue use of the respective tool/s or template/s.

These additional tools and templates are covered by both these Terms and Conditions and their respective additional copyright, terms, conditions and licensing notices. Where conflict may arise between these Terms and Conditions and any additional copyright, terms, conditions and licensing notices then you must immediately notify the Company. It will be at the Companies sole discretion as to how any conflicts between these Terms and Conditions and additional copyright, terms, conditions and licensing notices shall be interpreted and applied.

Warranty Disclaimer and Limitation of Liability
The content provided by the Company on this Website and in the Services is educational in nature. All opinions, comments and material in the content are general in nature, do not offer or provide advice in a specific actual situation or scenario, and do not constitute legal, accounting, taxation, financial or any other type of professional advice and may not be relied upon as such.

You should seek professional advice in relation to a specific situation or scenario before considering or utilising any part of the content to that situation or scenario. The Company shall not be liable to you for any use to which you put the content, including, but not limited to, any loss or damage of any kind incurred in connection with use of or exposure to any content posted, emailed, accessed, transmitted, or otherwise made available via the Website or the Services.

Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

The Company is not an agent of any third party or any party named or linked to this Website and has no authority to act for such any such third parties. The Company does not control or endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such third parties.

You agree that, to the maximum extent permitted by applicable law, the Company and its officers, directors and employees shall have no liability to you in relation to any dispute which you may have with a Third Party, including, without limitation, with one or more of your customers, and/or with any other users of this Service.

The Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over the Services you access, how you may interpret or use the Services or the actions you may take, or refrain from taking, as a result of having accessed the Services. To the maximum extent permitted by law, you release the Company from and against all liability of any kind whatsoever arising from or related to you accessing the Website or the Services. Without limiting the generality of this release, you acknowledge that the Website and the Services are provided on an “as is” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the Services will be uninterrupted or error-free.

You acknowledge and agree that the Company shall not be liable for any special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, or for data loss or the cost of procurement of substitute goods or Services, or for any matter beyond the reasonable control of the Company.
Notwithstanding the foregoing, the extent of any liability of the Company, its directors, employees and agents, its suppliers, or their respective, directors, employees, or agents shall be limited to the annual fees paid by you for the Services in the year in which you make a claim.

General
The Company will strive to provide you with uninterrupted access to this Website and the Services but may need to withdraw, modify, discontinue or temporarily or permanently suspend one or more aspects of this Website where for legal, technical or other good reason, including technical difficulties experienced by the Company or any service provider. Where possible, the Company will endeavour to give reasonable notice of the Company’s intention to do so.

The Company reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if considered by the Company to be contrary to these Terms and Conditions. The Company has no obligation to store, maintain or provide a copy of any content that you provide when using the Services.

If the Company fails to exercise or enforce a right under these Terms and Conditions that failure shall not constitute a waiver of such right or provision.

If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, that provision shall be deemed severed and the validity and enforceability of the remaining provisions shall not be affected. The parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision.

Irrespective of your physical location, or the jurisdiction where you access the Website or purchased or use the Services, these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Victoria Australia without regard to the conflict of laws provisions thereof. Both parties submit to the non-exclusive jurisdiction and venue of the courts of the State of Victoria Australia.

These Terms and Conditions set out the entire agreement and understanding between you and the Company with respect to the subject matter of these Terms and Conditions and supersede all representations, communications and prior agreements, written or oral. You acknowledge that in agreeing to abide by these Terms and Conditions, you do have not relied upon any representation, whether negligent or innocent, any statement or warranty made or agreed to by any person, whether a party to these Terms and Conditions or not, except those expressly set out in these Terms and Conditions.

Unless expressly provided in the Terms and Conditions no term of them is enforceable by any person who is not a party to it.

You must report any violations of these Terms and Conditions by any user of the Website or the Services to [email protected].

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