Legal.

Terms & Conditions.

NOTE: YOU ARE CONCLUDING A LEGALLY BINDING AGREEMENT.

Introduction.

Purpose.

The mission of BoardProspects is to provide an online boardroom recruitment platform for non-profit, private and publicly-traded corporations.

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Scope and Intent.

You agree that by registering on BoardProspects, or by using our website including any upgraded membership, or other information provided as part of the BoardProspects services (collectively “BoardProspects” or the “Services”), you are entering into a legally binding agreement with BoardProspects, Inc., Inc., 180 Old Colony Ave, Quincy, MA 02170. If you reside in the United States, the terms of this BoardProspects User Agreement and the BoardProspects Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”) and become a BoardProspects user (“User”), you are bound by the Agreement.

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If you are using BoardProspects on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement. If you do not want to become a User, do not conclude the Agreement, do NOT click “Accept” for this User Agreement and do not access, view, download or otherwise use any BoardProspects webpage, information or services. By becoming a User, you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. Please note that the BoardProspects User Agreement and Privacy Policy are also collectively referred to as BoardProspects’ “Terms of Service.”

Your Obligations.

Applicable laws and this Agreement.

You must comply with all applicable laws as well as with the Agreement, as may be amended from time to time with or without advance notice.

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License and warranty for your submissions to BoardProspects.

You own the information you provide to BoardProspects under this Agreement and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant BoardProspects a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to BoardProspects, including but not limited to any user generated content, ideas, concepts, techniques or data to the services, you submit to BoardProspects, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in this Agreement.

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By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your BoardProspects profile information accurate and updated.

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Service Eligibility.

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a BoardProspects account, (3) are not a competitor of BoardProspects or are not using the Services for reasons that are in competition with BoardProspects; (4) will only maintain one BoardProspects account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of BoardProspects, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

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Sign-In Credentials.

You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; (4) refrain from selling, trading, or otherwise transferring your BoardProspects account to another party; and (5) refrain from charging anyone for access to any portion of BoardProspects, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please contact BoardProspects at contact@boardprospects.com.

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Indemnification.

You indemnify us and hold BoardProspects harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through BoardProspects.

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Payment.

If you purchase any services that we offer for a fee, either on a one-time or subscription basis (“Upgraded Membership”), you agree to allow BoardProspects to store your payment card information. You also agree to pay the applicable fees for the Premium Membership (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the date you cancel your subscription to the Upgraded Membership.

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If you purchase the monthly option for the Premium Individual Membership, the membership shall automatically renew every thirty (30) days and your credit card will be automatically charged every thirty (30) days through PayPal, unless the membership is terminated in accordance with this Agreement. Monthly Premium Individual Members can cancel their membership through the Settings tab under their BoardProspects Profile.

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If you purchase the annual option for the Premium Individual Membership, the membership shall automatically renew on the anniversary of the membership and your credit card will be automatically charged through PayPal, unless the membership is terminated in accordance with this Agreement. Monthly Premium Individual Members can cancel their membership through the Settings tab under their BoardProspects Profile.

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All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.

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Notify us of acts contrary to the Agreement.

If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

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Notifications and Service Messages.

For purposes of service messages and notices about the Services to you, notice shall consist of an email from BoardProspects to an email address associated with your account, even if we have other contact information. You also agree that BoardProspects may communicate with you through your BoardProspects account or through other means including email, mobile number, telephone, or delivery services including the US Postal Service about your BoardProspects account or services associated with BoardProspects. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

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Mobile Services.

BoardProspects may offer its Services through mobile applications created by it or third party developers (“Platform Developers”). If you use the Services through a mobile device, you agree that information about your use of the Services through your mobile device and carrier may be communicated to us, including but not limited to your mobile carrier, your mobile device, or your physical location. In addition, use of the Services through a mobile device may cause data to be displayed on and through your mobile device. By accessing the Services using a mobile device, you represent that to the extent you import any of your BoardProspects data to your mobile device that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your BoardProspects account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing BoardProspects through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices.

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Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.

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User-to-User Communication and Sharing.

BoardProspects offers Users the ability to post and share information. Ideas you post and information you share may be seen and used by other Users, and BoardProspects cannot guarantee that other Users will not use the ideas and information that you share on BoardProspects. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to any BoardProspects group or elsewhere on BoardProspects. BOARDPROSPECTS IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY BOARDPROSPECTS COMMUNITY FORUMS SUCH AS BOARDBLOGS OR BOARDFORUMS.

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Privacy.

You should carefully read our full Privacy Policy before deciding to become a User as it governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data and content (such as photographs) which you may submit to BoardProspects might, or are likely to, reveal your gender, ethnic origin, nationality, age, religion and/or sexual orientation, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

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Export Control.

Your use of BoardProspects services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

Your Rights.

On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicenseable right to access, through a generally available web browser or mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of BoardProspects), view information and use the Services that we provide on BoardProspects webpages and in accordance with this Agreement. Any other use of BoardProspects contrary to our mission and purpose (such as the use of information gathered from BoardProspects commercially unless expressly authorized by BoardProspects) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in BoardProspects and all related items.

Our Rights and Obligations.

Services Availability.

For as long as BoardProspects continues to offer its Services, BoardProspects shall provide and seek to update, improve and expand its Services. As a result, we allow you to access BoardProspects as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue BoardProspects, partially or entirely, or change and modify prices for all or part of the Services in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. BoardProspects further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by BoardProspects to be contrary to this Agreement. For avoidance of doubt, BoardProspects has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.

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Third Parties.

BoardProspects may include links to third party web sites (“Third Party Sites”) on www.boardprospects.com. You are responsible for evaluating whether you want to access or use a Third Party Site. You should review any applicable terms and/or privacy policy of a Third Party Site before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not.

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BoardProspects is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites. Accordingly, if you decide to access Third Party Sites, you do so at your own risk. This Agreement does not apply to your use of any Third Party Site.

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Please note: If you allow a Third Party Site to authenticate to or connect with your BoardProspects account, that application or website can access information on BoardProspects related to you and your connections.

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Disclosure of User Information.

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including but not limited to civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of BoardProspects, our Users or the public.

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Connections and Interactions with other Users.

You are solely responsible for your interactions with other Users. BoardProspects may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of its Services or otherwise limit your use of its Services. BoardProspects reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if BoardProspects determines, in our sole discretion, that doing so is necessary to enforce this Agreement.

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Disclaimer.

DO NOT RELY ON BOARDPROSPECTS, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR BOARDPROSPECTS AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

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TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY BOARDPROSPECTS OR ANYTHING RELATED TO BOARDPROSPECTS, YOU MAY CLOSE YOUR BOARDPROSPECTS ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THIS AGREEMENT(“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

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BOARDPROSPECTS IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS BOARDMAIL, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH BOARDPROSPECTS TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.

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BOARDPROSPECTS DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, BOARDPROSPECTS DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

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BOARDPROSPECTS DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. BOARDPROSPECTS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, BOARDPROSPECTS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE BOARDPROSPECTS SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

Limitation of Liability.

Neither BoardProspects nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“BoardProspects Affiliates”) shall be liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a Premium Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from BoardProspects.

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This limitation of liability shall:

• Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and not apply to any damage that BoardProspects may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
• Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.
  

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No Representations.

You acknowledge and understand that BoardProspects makes no warranties or representations with respect to the qualifications or fitness of any individual appointed to any board or committee through the use of the website. Furthermore, you agree that BoardProspects shall not be responsible or liable for the actions or inactions of any individual appointed to a board or committee through the use of the website.

Termination.

Mutual rights of termination.

You may terminate this Agreement, for any or no reason, at any time, with notice to BoardProspects by contacting BoardProspects Customer Service at contact@boardprospects.com. This notice will be effective upon BoardProspects processing your notice. BoardProspects may terminate the Agreement for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only BoardProspects or the party paying for the services may terminate your access to any Premium Services. Termination of your BoardProspects account includes disabling your access to BoardProspects and may also bar you from any future use of BoardProspects.

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Misuse of the Services.

BoardProspects may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes abusing the BoardProspects messaging services; creating multiple or false profiles; using the Services commercially without BoardProspects’ authorization; infringing any intellectual property rights; or any other behavior that BoardProspects, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, BoardProspects has adopted a policy of terminating accounts of Users who, in BoardProspects’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.

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Effect of Termination.

Upon the termination of your BoardProspects account, you lose access to the Services. In addition, BoardProspects may block access to the Services from an IP address or range of IP addresses associated with those of terminated Users. The terms of this Agreement shall survive any termination, except the “Your Rights” and “Our Rights and Obligations” sections hereof.

Massachusetts Law.

Choice of Law.

Except for any Disputes relating to intellectual property rights, obligations or any infringement claims, any disputes with BoardProspects arising out of or relating to the Agreement (“Disputes”) shall be governed by the laws of The Commonwealth of Massachusetts regardless of your country of origin or where you access BoardProspects, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods.

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Agreement to Arbitrate and Pay Attorneys’ Fees.

Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Boston, Massachusetts, in English, with a written decision stating the legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses.

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Exception from Arbitration Agreement.

Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.

General Terms.

Severability.

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

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Notices and Service of Process.

In addition to “Notices and Service Messages”, we may notify you via postings on www.boardprospects.com.

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You may contact us via email at:

contact@boardprospects.com

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Or via mail or courier at:

BoardProspects, Inc.

ATTN: Legal Department

18 Shipyard Drive, Suite 3D

Hingham, MA 02043

USA

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Additionally, BoardProspects accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

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Entire Agreement.

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and BoardProspects regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other BoardProspects services, third-party content or third party software.

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Amendments to this Agreement.

We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.boardprospects.com or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time per Termination section, above.

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No informal waivers, agreements or representations.

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any BoardProspects Affiliate shall be deemed legally binding on any BoardProspects Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of BoardProspects.

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No Injunctive Relief.

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

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Assignment and Delegation.

You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, BoardProspects Corporation for any third party that assumes our rights and obligations under this Agreement.

BoardProspects User "Dos" and "Don'ts."

As a condition to access BoardProspects, you agree to this User Agreement and to strictly observe the following DOs and DON’Ts:

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Do undertake the following:

• Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
• Provide accurate information to us and update it as necessary;
• Review and comply with our Privacy Policy;
• Review and comply with notices sent by BoardProspects concerning the Services; and
• Use the Services in a professional manner.

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Don't undertake the following:

• Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to BoardProspects;
• Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on BoardProspects (excluding content posted by you) except as permitted in this Agreement, or as expressly authorized by BoardProspects;
• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
• Include information in your profile or elsewhere, except in designated fields, that reveals your identity or sensitive personal information such as an email address, phone number or address or is confidential in nature;
• Create a user profile for anyone other than a natural person;
• Utilize information, content or any data you view on and/or obtain from BoardProspects to provide any service that is competitive, in BoardProspects’ sole discretion, with BoardProspects;
• Imply or state, directly or indirectly, that you are affiliated with or endorsed by BoardProspects unless you have entered into a written agreement with BoardProspects;
• Adapt, modify or create derivative works based on BoardProspects or technology underlying the Services, or other Users’ content, in whole or part;
• Rent, lease, loan, trade, sell/re-sell access to BoardProspects or any information therein, or the equivalent, in whole or part;
• Deep-link to the Site for any purpose, (i.e. including a link to a BoardProspects web page other than BoardProspects’ home page) unless expressly authorized in writing by BoardProspects;
• Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;
• Use bots or other automated methods to add or download contacts, send or redirect messages or other permitted activities other than through BoardProspects-sanctioned tools such as its application programming interfaces or its own services or integrations with other, partner services;
• Access, via automated or manual means or processes, BoardProspects for purposes of monitoring its availability, performance or functionality or for any competitive purpose;
• Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of BoardProspects’s website;
• Attempt to or actually access BoardProspects by any means other than through the interfaces provided by BoardProspects;
• Attempt to or actually override any security component included in or underlying BoardProspects;
• Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications to other Users or BoardProspects personnel, attempts to gain unauthorized access, or transmission or activation of computer viruses;
• Remove any copyright, trademark or other proprietary rights notices contained in or on BoardProspects, including those of both BoardProspects and any of its licensors;
• Remove, cover or otherwise obscure any form of advertisement included on BoardProspects;
• Harass, abuse or harm another person, including sending unwelcomed communications to others using BoardProspects;
• Collect, use or transfer any information, including but not limited to, personally identifiable information obtained from BoardProspects except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
• Share information of non-Users without their express consent;
• Interfere with or disrupt BoardProspects, including but not limited to any servers or networks connected to BoardProspects;
• Invite people you do not know to join your network;
• Upload a cartoon, symbol, drawing or any content other than a head-shot photograph of yourself or Board logo in your profile photo;
• Use or attempt to use another’s account without authorization from the Company, or create a false identity on BoardProspects;
• Infringe or use BoardProspects’s brand, logos and/or trademarks, including, without limitation, using the word “BoardProspects” in any business name, email, or URL or including BoardProspects’s trademarks and logos except as expressly permitted by BoardProspects;
• Upload, post, email, BoardMail, transmit or otherwise make available or initiate any content that: Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present; Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable; Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by BoardProspects); Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using BoardProspects invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using BoardProspects to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases; Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of BoardProspects or any User of BoardProspects; Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices.

Privacy Policy.

Information Collected.

The mission of BoardProspects is to provide an online boardroom recruitment platform for non-profit, private and publicly-traded corporations. To achieve this mission, BoardProspects makes features and functionality available through our website, including our mobile and other applications, developer platform, premium services, and other information provided as part of the BoardProspects services (“Services”) to enable users to connect with one another. This Privacy Policy sets forth BoardProspect’s policy with respect to personal information, including personally identifiable data (“Personal Data”) and other information that is collected by BoardProspects. By joining BoardProspects, you voluntarily and willingly provide BoardProspects, Inc. in Braintree, MA, USA, certain information, including personally identifiable information, which we collect in order to provide the Services. By voluntarily providing us this with information you are consenting to our use of it in accordance with this Privacy Policy. If you provide Personal Data to BoardProspects, you acknowledge and agree that such Personal Data may be transferred from your current location to the offices and servers of BoardProspects and the authorized third parties referred to herein located in the United States. If you have any hesitation about providing information to us and/or having your information displayed on the BoardProspects website or otherwise used in any manner permitted in this Privacy Policy and the User Agreement, you should not become a member of the BoardProspects community; and, if you are already a member, you may cancel your account by contacting BoardProspects Customer Service at contact@boardrprospects.com.

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We collect your personal information in the following ways:

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Registration.

In order to become a User, you must provide us with certain information necessary to create an account, including but not limited to: name, industry, email address, and password. Without this minimal amount of information, you cannot create a BoardProspects account. Like other passwords, you should choose one that is known only by you. BoardProspects requests other information from you during the registration process, (e.g., gender, location, etc.) that BoardProspects uses to provide better, more customized services such as language-specific profile pages and updates, and more valuable career opportunities. You acknowledge that this information is personal to you, and by creating an account on BoardProspects, you allow others, including BoardProspects, to identify you and to allow BoardProspects to use your information in accordance with our User Agreement.

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Profile Information.

Once you become a User, you may add information to your BoardProspects Profile describing your background. Any information you provide at registration or in the Profile section may be used by BoardProspects as described in the User Agreement and this Privacy Policy, including for the purpose of allowing professional opportunities to find you on BoardProspects, or for serving more relevant advertisements on BoardProspects.

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Using the BoardProspects Site and Applications.

We receive information when you interact with and use the BoardProspects website and BoardProspects Applications (e.g. BoardProspects for iPhone, Android, etc.). For example, we will know when you click on ads, upload your address book, join groups, participate in polls, install a BoardProspects mobile application, share articles on BoardProspects, etc.

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Using Third Party Services and Visiting Third Party Sites.

We receive information when you use your BoardProspects account to log in or authenticate to a third-party website or application. Also, if you are logged into BoardProspects and visit a third party site that embeds BoardProspects professional plugins, BoardProspects will receive information that those pages have loaded in your web browser. BoardProspects will use this information to personalize the BoardProspects-provided functionality, including providing you insights from your BoardProspects network, allowing you to share information with your network, enabling you to use BoardProspects functionality off the BoardProspects site and serving you more relevant advertising.

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Cookies.

Like most websites, we use cookies and web log files to track site usage and trends, to improve the quality of our service, to customize your experience on BoardProspects, as well as to deliver BoardProspects and third-party advertising to Users both on and off the BoardProspects site. A cookie is a tiny data file that resides on your computer, mobile phone, or other device, and allows us to recognize you as a User when you return to the BoardProspects website using the same computer and web browser. You can remove or block cookies using the settings in your browser, but in some cases doing so may impact your ability to use BoardProspects.

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In the course of serving advertisements or optimizing the Services to our Users, we may allow authorized third parties to place or recognize a unique cookie on your browser. Any information provided to third parties through cookies will not be personally identifiable but may provide general segment information (e.g., your industry or geography, career field, or information about your professional or educational background) for the enhancement of your user experience by providing more relevant advertising. Most browsers are initially set up to accept cookies, but you can reset your browser to refuse all cookies or to indicate when a cookie is being sent. BoardProspects does not store unencrypted personally identifiable information in the cookies.

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Flash Cookies.

The BoardProspects site enables the use of the Adobe Flash Player. Adobe’s Flash Player is used by the vast majority of websites that offer video and other interactive content. By default, your use of the Adobe Flash Player generates “flash cookies” (also known as “persistent identification elements” or “local shared objects”). Adobe provides a short disclosure about Flash Cookies in its End User License Agreement, stating “Use of the web players, specifically the Flash Player, will enable the Software to store certain user settings as a local shared object on your computer. These settings are not associated with you, but allow you to configure certain settings within the Flash Player.” The Adobe Flash Player (and similar applications) use flash cookies to remember user settings, preferences and usage similar to the browser cookies referenced above. You can control the degree to which you accept flash cookies by accessing your Adobe Flash Player management tools directly through the settings manager for Adobe Flash, located here. If you do not allow flash cookies to take any disc space on your computer, you may not be able to take advantage of or participate in certain features on the BoardProspects site.

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HTML5.

HTML5 is an increasingly popular web standard used for presenting content, especially content delivered to mobile devices. HTML is the markup language used for the World Wide Web. Almost all web pages you visit on the Internet are based around HTML code. HTML5 is simply the fifth and latest iteration of this markup language that allows for more interactive web pages. One of the real benefits of HTML5 is its potential to standardize the highly fragmented rich-media universe. Some HTML5 code may allow your response to advertising and other activities to be monitored across websites and such information to be stored on your computer or mobile device. Technology solutions that allow users to opt out of or block this sort of tracking are being developed through browser add-ons and other tools.

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Advertising and Web Beacons.

To support the Services we provide at no cost to our Users, as well as provide a more relevant and useful experience for our Users, we target and serve our own ads and third-party ads both on and off the site using ad networks. Ad networks include third party ad servers, ad agencies, ad exchanges, ad technology vendors and research firms.

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We target ads to Users based on general profile categories or on non-personally identifiable information inferred from a User’s profile (e.g., industry, current or former company, school, gender, age, ethnic origin, nationality, or other aspects of your life) in addition to a User’s use of BoardProspects or their clicking on BoardProspects ad inventory. BoardProspects does not provide personally identifiable information to any third party ad network.

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We may use ad technology such as web beacons, pixels, anonymous ad network tags, and cookies to more effectively serve ads to our Users on and off BoardProspects through ad networks, as well as to collect anonymized, aggregated auditing, research and reporting for advertisers. Because your web browser requests advertisements and web beacons directly from ad network servers, these networks can view, edit or set their own cookies, just as if you had requested a web page from their site.

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Log files, IP Addresses and information about your computer and mobile device.

Due to the communications standards on the internet, when you visit the BoardProspects website we automatically receive the URL of the site from which you came and the site to which you are going when you leave BoardProspects. Additionally, advertisers receive the URL of the page you were on when you click on an ad on BoardProspects. BoardProspects also receives the internet protocol (“IP”) address of your computer (or the proxy server you use to access the World Wide Web), your computer operating system and type of web browser you are using, email patterns, your mobile device (including your UDID) and mobile operating system (if you are accessing BoardProspects using a mobile device), as well as the name of your ISP or your mobile carrier. BoardProspects may also receive location data passed to it from third-party services or GPS-enabled devices that you have enabled.

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Rights to Access, Correct and Eliminate Information About You.

You have a right to access, modify, correct and eliminate the data you supplied to BoardProspects. If you update any of your information, we may keep a copy of the information that you originally provided to us in our archives for uses documented in this policy. You may request deletion of your information at any time by contacting BoardProspects Customer Service at Contact@boardrprospects.com. We will respond to your request within 30 days. Please note, however that information you have shared with others, or that other Users have copied, may also remain visible even if you request its deletion.

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Data Retention.

BoardProspects will retain your information for so long as your account is active or as needed to provide you services. If you wish to close your account, you may do so by contacting Customer Service at contact@boardrprospects.com. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce this Agreement.

Uses of Personal Information.

Consent to BoardProspects Processing Information About You.

The information you provide to BoardProspects may reveal, or allow others to identify, your nationality, ethnic origin, gender, age, and other aspects of your life. By providing information to us for the purposes of creating your User account or adding any additional details to your BoardProspects profile, you are expressly and voluntarily accepting the terms and conditions of this Privacy Policy and BoardProspects’ User Agreement that allow BoardProspects to process information about you. Supplying information to BoardProspects, including any information deemed “sensitive” by applicable law, is entirely voluntary on your part. You have the right to withdraw your consent to BoardProspects’ collection and processing of your information at any time, in accordance with the terms of this Privacy Policy and the User Agreement, by closing your account by contacting Customer Service at contact@boardrprospects.com.

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BoardProspects Communications.

As described in the User Agreement, we will communicate with you through email, notices posted on the BoardProspects website, messages to your BoardProspects inbox, or through other means available through the service, including mobile text messages. We may send you a series of emails that help inform new Users about the features of the Services, and we will also send you service messages relating to the functioning of the Services. We may also send you messages with promotional information directly or on behalf of our partners, unless you have opted out of receiving promotional information.

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You can change your e-mail and contact preferences at any time by logging into your account and changing your settings related to your email notification choices. If you wish, you can also opt-out of receiving promotional emails by sending a request to BoardProspects Customer Service at Contact@boardrprospects.com.

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Please be aware that you cannot opt-out of receiving service messages from BoardProspects. Also, if we send communications to you via the carrier service with which you have a mobile communications subscription or otherwise have access, you understand you will pay any service fees associated with your receipt of messages on your mobile device (including text messaging charges).

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Customized Content.

We use information you provide to us (or to third parties with whom BoardProspects offers combined services) to customize your experience on our website.

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Sharing Information with Third Parties.

BoardProspects takes the privacy of our Users very seriously, and we do not sell, rent, or otherwise provide your personally identifiable information to third parties, except as described in this policy. We will also not share other personal information not published to your profile or generated through engagement with other BoardProspects services (BoardMoves, etc.) without your explicit consent or to carry out you instructions (for example, to process payment information) unless, disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of BoardProspects, our Users or the public.

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Polls and Surveys.

Polls and Surveys may be conducted by BoardProspects, BoardProspects Users or third parties. As a User, you may be invited to participate in polls and surveys from the BoardProspects website. Your selection may be random, or it may be based on your non-personally identifiable information, such as job title, geography, company size and/or industry. Whether or not you decide to participate in a poll or survey is completely up to you.

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We may use third parties to deliver incentives to you to participate in surveys or polls. If the delivery of incentives requires your contact information, you may be asked to provide personally identifiable information to the third party fulfilling the incentive offer, which will only be used for the purpose of delivering incentives and/or verifying your contact information. It is up to you whether you provide this information, or whether you desire to take advantage of an incentive.

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We will not disclose any personally identifiable information to any third parties in connection with the conduct of any polls or surveys. Your consent to use any personally identifiable information for the purposes set forth in the poll or survey will be explicitly requested by the party conducting it.

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BoardSearch.

We offer search services to help find information and learn more about other Users. We use information from User profiles and contributions to other features on BoardProspects to inform and refine our search service.

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BoardMoves.

If you post information in our BoardMoves feature, you should be aware that any personally identifiable information you choose to provide there can be read, collected, or used by other Users of these forums, as well as third parties, and could be used to send you unsolicited messages. BoardProspects is not responsible for the information you choose to submit in BoardMoves and other features on BoardProspects. However, please note that ideas you post and information you share may be seen and used by other Users, and BoardProspects cannot guarantee that other Users have not made copies of or use the ideas and information that you share with others on BoardProspects.

Our Disclosure of Your Personal Data and Other Information.

BoardProspects is not in the business of selling your information. We consider this information to be a vital part of our relationship with you. There are, however, certain circumstances in which we may share your Personal Data with certain third parties without further notice to you, as set forth below:

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Business Transfers.

As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, Personal Data may be part of the transferred assets.

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Agents, Consultants and Related Third Parties.

BoardProspects, like many businesses, sometimes hires other companies to perform certain business-related functions. Examples of such functions include mailing information, maintaining databases and processing payments. When we employ another company to perform a function of this nature, we only provide them with the information that they need to perform their specific function.

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Legal Requirements.

BoardProspects may disclose your Personal Data if required to do so by law or in the good faith belief that such action is necessary to (i) comply with a legal obligation, (ii) protect and defend the rights or property of BoardProspects, (iii) act in urgent circumstances to protect the personal safety of users of the Site or the public, or (iv) protect against legal liability.

Your Information Choices.

Accessing and Changing Your Account Information.

You can review the personal information you provided to us and make any desired changes to the information you publish, or to the settings for your BoardProspects account at any time by logging in to your account on the BoardProspects website. Please be aware that even after your request for a change is processed, BoardProspects may, for a time, retain residual information about you in its backup and/or archival copies of its database.

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Closing Your Account.

You can close your account by contacting BoardProspects Customer Service at contact@boardrprospects.com. If you close your BoardProspects account, we will remove your name and other personally identifiable information from our publicly viewable database. If you close your account, we have no obligation to retain your information, and may delete any or all of your account information without liability. However, we may retain certain data contributed by you if BoardProspects believes it may be necessary to prevent fraud or future abuse, or for legitimate business purposes, such as analysis of aggregated, non-personally identifiable data, account recovery, or if required by law. BoardProspects may also retain and use your information if necessary to provide the Services to other Users. Information you have shared with others, or that other Users have copied, may also remain visible. BoardProspects disclaims any liability in relation to the deletion or retention (subject to the terms herein) of information or any obligation not to delete the information.

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Memorializing Accounts.

If we learn that a User is deceased, we may memorialize the User’s account. In these cases we may restrict profile access, remove messaging functionality, and close an account if we receive a formal request from the User’s next of kin or other proper legal request to do so.

Your Obligations.

As a User, you have certain obligations to other Users. Some of these obligations are imposed by applicable law and regulations, and others have become commonplace in user-friendly communities of like-minded members such as BoardProspects:

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You must, at all times, abide by the terms and conditions of the then-current Privacy Policy and User Agreement. This includes respecting all intellectual property rights that may belong to third parties (such as trademarks or photographs).

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You must not download or otherwise disseminate any information that may be deemed to be injurious, violent, offensive, racist or xenophobic, or which may otherwise violate the purpose and spirit of BoardProspects and its community of Users.

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You must not provide to BoardProspects and/or other Users information that you believe might be injurious or detrimental to your person or to your professional or social status.

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You must keep your username and password confidential and not share it with others.

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Any violation of these guidelines may lead to the restriction, suspension or termination of your account at the sole discretion of BoardProspects.

Important information.

Exclusions.

This Privacy Policy does not apply to any Personal Data collected by BoardProspects other than Personal Data collected through the BoardProspects site. This Privacy Policy shall not apply to any unsolicited information you provide to BoardProspects through this Site or through any other means. This includes, but is not limited to, information posted to any public areas of the Site, such as bulletin boards (collectively, “Public Areas”), any ideas for new products or modifications to existing products, and other unsolicited submissions (collectively, “Unsolicited Information”). All Unsolicited Information shall be deemed to be non-confidential and BoardProspects shall be free to reproduce, use, disclose, and distribute such Unsolicited Information to others without limitation or attribution.

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Children.

BoardProspects does not knowingly collect Personal Data from children under the age of 13. If you are under the age of 13, please do not submit any Personal Data through the BoardProspects site. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce our Privacy Policy by instructing their children never to provide Personal Data on this BoardProspects site without their permission. If you have reason to believe that a child under the age of 13 has provided Personal Data to BoardProspects through the BoardProspects site, please contact us, and we will endeavor to delete that information from our databases.

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Links to Other Websites.

This Privacy Policy applies only to the BoardProspects site. The BoardProspects site may contain links to other web sites not operated or controlled by BoardProspects (the “Third Party Sites”). The policies and procedures we described here do not apply to the Third Party Sites. The links from this Site do not imply that BoardProspects endorses or has reviewed the Third Party Sites. We suggest contacting those sites directly for information on their privacy policies.

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Security.

BoardProspects takes reasonable steps to protect the Personal Data provided via the BoardProspects site from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no Internet or e-mail transmission is ever fully secure or error free. In particular, e-mail sent to or from this Site may not be secure. Therefore, you should take special care in deciding what information you send to us via e-mail. Please keep this in mind when disclosing any Personal Data to BoardProspects via the Internet.

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Changes to this Privacy Policy.

We may update this Privacy Policy at any time, with or without advance notice. In the event there are significant changes in the way we treat your personally identifiable information, or in the Privacy Policy document itself, we will display a notice on the BoardProspects website or send you an email, so that you may review the changed terms prior to continuing to use the site. As always, if you object to any of the changes to our terms, and you no longer wish to use BoardProspects, you may close your account by sending an email to Contact@boardrprospects.com. Unless stated otherwise, our current Privacy Policy applies to all information that BoardProspects has about you and your account.

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Using the BoardProspects Services after a notice of changes has been sent to you or published on our site shall constitute consent to the changed terms or practices.

How to Contact Us.

If you have questions or comments about this Privacy Policy, you may contact us via email at contact@boardprospects.com or via mail or courier at:

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BoardProspects, Inc.

ATTN: Legal Department

18 Shipyard Drive, Suite 3D

Hingham, MA 02043

USA