User Acceptance Terms

Introduction

“BoardOutlook” is a digital platform for board review and evaluation that provides analytics and insights into board capabilities and performance, director strengths and weaknesses and overall team dynamics to better improve board performance (BoardOutlook). Access and use of BoardOutlook by individual end users (Users) is subject to these BoardOutlook User Acceptance Terms (Terms).

BoardOutlook is offered by the following entity, depending on the location of the User (Company): for a User located in Australia, BoardOutlook Pty Ltd (Australian Business Number 68 631 973 049); for a User located in the United Kingdom or European Union, BoardOutlook Limited (Registration Number 15084847); and for all other Users, BoardOutlook Pty Ltd (Australian Business Number 68 631 973 049).

Accounts and acceptance of these Terms

To access and use BoardOutlook, individuals must register within BoardOutlook in connection with the account (Account) of an organization that is licensed to use BoardOutlook (Customer), or be registered as a User by the Customer, and accept these Terms. By registering or first accessing BoardOutlook where registration is performed by the Customer, and accepting these Terms, the User acknowledges that it has read and will comply with, these Terms. The Company may deny an individual an Account within BoardOutlook (or terminate an existing Account) where it has reasonable basis to believe breach of these Terms has or may occur.

The User agrees and warrants: (a) to use BoardOutlook in accordance with these Terms; and (b) that it is using BoardOutlook for business purposes and not as a consumer.

For clarity, a User may use BoardOutlook in connection with multiple Customer Accounts.

Non-compliance

A User’s breach of these Terms will be considered a breach by the Customer of the Customer’s agreement with the applicable Company for access to BoardOutlook (Customer Agreement).

Scope and duration of access

The User acknowledges that its right to access BoardOutlook:

1. Is only for those features of BoardOutlook that the applicable Customer has subscribed to, and subject to any other restrictions under the applicable Customer Agreement;
2. Is only for the duration that the applicable Customer maintains its subscription to BoardOutlook;
3. Is subject to the suspension and termination rights set out in these Terms as well as the Customer Agreement (including for any failure by the Customer to pay fees); and
4. Will cease on termination or expiry of the applicable Customer Agreement.

User obligations and acknowledgements

The User acknowledges and agrees that:

1. They use BoardOutlook at their own risk;
2. They are solely responsible for the security of their username(s) and password for access to BoardOutlook. The User shall notify the Company as soon as they become aware of any unauthorised access of their Account;
3. BoardOutlook is hosted by the Company and is only accessible using the internet or other connection to the Company’s servers and is not available ‘locally’ from the User’s systems;
4. As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter BoardOutlook at any time;
5. The Company shall provide access to BoardOutlook to the best of its abilities, however: (i) access to BoardOutlook may be prevented by issues outside the Company’s control, including (without limitation) interruption in the availability of third party communications networks, the internet, or third party hosting services; and (ii) the Company accepts no responsibility or liability for any interruptions in the User’s access to BoardOutlook;
6. They are responsible for ensuring their contact details in BoardOutlook are accurate and up-to-date. The Company will send the User notices and other correspondence to the details that the User or Customer submits and maintains in BoardOutlook;
7. The applicable Customer will be responsible for determining when and how often online questionnaires (Surveys) are sent to Users for completion;
8. They must complete all Surveys accurately and truthfully, and by the User personally and not by someone else on their behalf or upon the instruction of any third party;
9. They are responsible for the accuracy, quality and legality of any content entered into or uploaded to BoardOutlook by the User (User Data), including in Surveys, and the User’s acquisition of that content;
10. The content of Surveys sent to Users, including the questions asked of the User, remain the intellectual property of the Company and the User must not copy, reproduce, vary, distribute or otherwise exploit the Survey without the Company’s express prior written consent, or permit any third party to do so;
11. Completed Surveys may be used by the Company for research, developmental, statistical, analytical, commercial and/or archival purposes;
12. User Data in Surveys will be combined within BoardOutlook with Benchmark, Aggregated and Algorithmically Created Data to generate Report Data. For the purpose of these Terms, Benchmark, Aggregated and Algorithmically Created Data means (i) data that is produced through aggregation and anonymisation of data entered into BoardOutlook by all users of BoardOutlook; (ii) aggregated statistics created from Customer and other customer (and their respective user’s) usage of BoardOutlook that do not identify any customer or user; and (iii) other benchmark data within BoardOutlook that has been provided by the Company;
13. The Company owns and may use without restriction any Benchmark, Aggregated and Algorithmically Created Data (subject to keeping all information anonymous and not disclosing the identity of the Customer or User);
14. Report Data may be made available in ‘Reports’ via an online interface within BoardOutlook during the term of the Customer’s subscription, or via a PDF extract available to download from BoardOutlook (Downloadable Report);
15. The Customer will be responsible for determining the manner in which Reports are shared with Users, including that Downloadable Reports may be restricted by some Customers;
16. Reports will not be accessible after expiry or termination of the Customer’s Agreement with BoardOutlook;
17. Reports shall not be regarded as actionable advice and the Company does not assume a duty of care in relation to the decisions and/or conclusions made by the User based on a Report;
18. The Company makes no representation that the User will achieve particular results by relying on Reports;
19. The Company may ask the User to complete a NPS (Net Promoter Score) exercise no more than once per year via email or phone;
20. The NPS results for any Customer board will be available to the chair and any representative of the Customer who is responsible for administering BoardOutlook on behalf of the Customer;
21. The Company may invite selected users to participate in advisory or feedback groups. If an individual User chooses to take part in these groups, they acknowledge that any feedback, suggestions or ideas provided are given with an unlimited, non-revokable, non-exclusive and worldwide licence to use and exploit in any way the Company sees fit;
22. The Company will maintain User contact details, meeting notes and any implementation/support notes as part of the Company’s CRM software. General and non-confidential information with respect to Users stored in CRM will not be considered as User Data; and
23. The Company will delete User Data from its systems on expiry or termination of the applicable Customer Agreement.

Prohibitions

The User must not:

1. Export any information provided within BoardOutlook, including Benchmark, Aggregated and Algorithmically Created Data (Software Data) to be recompiled or assembled outside of BoardOutlook. BoardOutlook and the Software Data is and remains the intellectual property of the Company;
2. Use BoardOutlook for any illegal purposes, or to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its sole discretion;
3. Use BoardOutlook to display, store, process or transmit inappropriate material as determined by the Company in its sole discretion, including any: (i) unlawful content; (ii) materials that infringe a third party’s intellectual property or proprietary rights; or (iii) malicious code, such as viruses, worms, time bombs, trojan horses, or other harmful or malicious files, scripts, agents or programs;
4. Use BoardOutlook in any way that could interfere with or disrupt other users from accessing and using BoardOutlook;
5. Use any robot, spider, crawler, scraper, or other manual or automated means or interface to access BoardOutlook or to retrieve, index, scrape, data mine or otherwise gather content within BoardOutlook;
6. Use or attempt to use another user’s account, username or password without their permission;
7. Attempt to gain unauthorised access to any function of BoardOutlook, including any function that the Customer is not licensed to use;
8. Copy BoardOutlook, or Software Data, or the services that are provided through BoardOutlook for the User’s own commercial purposes;
9. Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in BoardOutlook or any documentation associated with it (unless expressly permitted by law); or
10. Do anything to prejudice the security of BoardOutlook or the Company’s systems used to host it, or the privacy of any personal information on them.

Privacy

The Company maintains a privacy policy that can be accessed at boardoutlook.com/legals/privacy-policy (Privacy Policy). The Privacy Policy is maintained in compliance with the provisions of applicable privacy and data protection laws with respect to personal information that the Company collects about the User and other individuals as a data controller.

The User acknowledges that the Privacy Policy does not apply to how the Customer handles personal information, including that of the User within BoardOutlook. The User should contact the Customer for information on how the Customer handles the User’s personal information.

Changes to these Terms

These Terms may be modified or updated by the Company from time-to-time. Where the Company modifies the Terms, it will provide the User with notice of the new Terms when the User logs into BoardOutlook. The User will be taken to have accepted the modified Terms by continuing to access and use of BoardOutlook after notice of the new Terms.