Draftboard Inc. (“Draftboard” “us” “we” or “our”), through its website located at www.draftboard.com (the “Site”), enables companies looking to source introductions to their prospects (“Companies” and such prospects, “Prospects”) to offer and pay bonuses for said introductions. Users who agree to make these introductions after being notified by Draftboard or signing up on the Draftboard site (“Connectors”) are then eligible to make the requested introductions and be paid a fee (a “Bonus”) upon an introduction leading to a meeting or call (“Live Interaction”) with a Prospect. If a Company has a Live Interaction with a Prospect that a Connector facilitated, the Company will pay the Bonus to Draftboard plus any associated service fee (“Transaction Fee”), and Draftboard will then subsequently remit the appropriate amount of the Bonus to the Connector who facilitated the introduction.
This document outlines the terms pursuant to which a Connector (“you” or “your”) is permitted to use our Site, platform and services (all together the “Services”) to introduce Prospects to Companies. Subject to our approval, you may register through the Services to become a Connector and be authorized to make introductions via the Services between Companies and Prospects.
By using our Services, you agree to be bound by the Terms as well as Draftboard’s Privacy Policy, available at https://www.draftboard.com/privacy-policy (the “Privacy Policy”). If you don’t agree to the Terms, you are not permitted to use the Services. If you are accessing and using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you”, “your”, and the term “Connector” will refer to that company or other legal entity.
We may modify the Terms at any time, at our sole discretion, by posting the modified Terms on the Site. We will notify you of any changes to the Terms that we consider to be material modifications by sending an email to the email address affiliated with your Draftboard account. It’s important that you review the Terms on a regular basis. You hereby agree that your continued use of the Services after we’ve posted modified Terms on the Site shall indicate and constitute your agreement to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may no longer use the Services. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
a.
Eligibility. You may use the Services only if you are 18 years or older, capable of forming a binding contract with Draftboard, are not barred from using the Services under applicable law or contractual agreement (including, but not limited to, any non-compete provision of an employment or contractor agreement), and are able to accept payment via Stripe.
b.
Compliance with the Terms. Your right to access and use the Services is conditional upon your compliance with the Terms.
c.
Registration and Your Information. If you want to become a Connector and to access and use the Services in order to introduce Companies to Prospects via the Services, you’ll have to create a Draftboard account (“Account”). You can do this via the Site. When you register, we ask that you provide us with certain information such as name or company name, as applicable, email address to be used for contact, and any other information as may be requested by Draftboard. We’ll use this information to administer the Account and to otherwise provide the Services to you.
d.
Authorized Users. Subject to the restrictions set forth herein, if the Account is being created on behalf of a legal entity, you may grant access to the Services to your employees and independent contractors, who may only access and use the Services on your behalf for the sole purpose of performing their job functions or services on your behalf (“Authorized Users”). You will not share your login credentials or password with anyone other than an Authorized User. YOU ACKNOWLEDGE AND AGREE THAT YOUR AUTHORIZED USERS’ USE OF THE SERVICES IS SUBJECT TO THESE TERMS, AND THAT YOU ARE DIRECTLY RESPONSIBLE TO US FOR ENSURING THAT YOUR AUTHORIZED USERS AGREE TO, AND COMPLY WITH, THESE TERMS AND OUR PRIVACY POLICY, AND USE THE SERVICES SOLELY AS EXPRESSLY PERMITTED BY AND IN ACCORDANCE WITH THESE TERMS.
e.
Accurate Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree to notify us immediately of any unauthorized use of your Account. You accept full responsibility and liability for all activities that occur under your Account.
a.
How to Use the Services. You can become aware of an introduction opportunity in one of two ways: (1) You register as a Connector on the site, or (2) You receive a message asking for an introduction to a Prospect. Once you agree to attempt to facilitate an introduction, you will be asked to get the approval of the Prospect before you actually make the introduction. Only once the Prospect approves should you then introduce the Prospect to the Company. Each introduction will be associated with a specific Bonus amount and a specific contact person at the Company. Once the first Live Interaction happens between the Prospect and the Company, Draftboard will notify you and you will be eligible to receive your portion of the Bonus.
b.
Payment of Bonus for Successful Introductions. Draftboard uses commercially reasonable efforts to track the status of introductions and subsequent meetings between the Company and the Prospect. When Draftboard becomes aware of an eligible Live Interaction, Draftboard will invoice the Company for the Bonus and Draftboard will provide the appropriate Bonus portion to the Connector who facilitated Live Interaction, all in accordance with the payment terms in Section 6 of these Terms.
c.
Understanding Draftboard’s Role. Draftboard and the Services act only as an interface to facilitate – not to direct or control - communications and interactions among Connectors, Companies, and Prospects. Draftboard does not supervise, direct, control or monitor the Prospects listed by Companies. Draftboard is not a party to any relationship or separate agreement entered into among Connectors, Companies and Prospects, and Draftboard disclaims any and all liability relating to the above. Draftboard may make certain recommendations to you regarding the match between Prospects and Companies, including via the Draftboard’s Chrome Plugin. Draftboard does not take any responsibility for these recommendations and all responsibility for assessing the fitness of a Prospect for an introduction to a Company shall lie solely with you as a Connector and with the relevant Company.
d.
Your Relationship with Draftboard. By using our Services, you agree that, with respect to your activities as a Connector, and unless indicated otherwise in an express written agreement between you and Draftboard: (a) you and your Authorized Users are not employees or agents of Draftboard; and (b) Draftboard is not required to provide you or any of your Authorized Users with workers’ compensation, unemployment insurance or disability benefits, minimum wage or overtime pay, or any other employee wages and benefits.
a.
Personal Information & Privacy. For information on how Draftboard collects, uses and discloses personal information, including personal information of Connectors, Prospects and Companies, please see our Privacy Policy at https://www.draftboard.com/privacy-policy.
a.
Payment of Portion of Bonus to Connectors.
i.
Cases Where Bonus is Owed. In cases where: (i) a Bonus is due, as set out in Section 6 of the Company Terms of Service, available at https://www.draftboard.com/terms-of-use (the “Company Terms”), and (ii) the Bonus is successfully collected by Draftboard from the Company, Draftboard will pay the appropriate applicable Bonus to the Connector who facilitated the introduction between the Company & the Prospect that led to a live interaction (such portion, the “Connector Fee”). If the Prospect was introduced to the Company by different Connectors, the Connector Fee would be paid to the Connector whose introduction led to the first interaction between the Prospect & the Company, and no other Connector will be entitled to receive any Bonus or compensation with respect to such introduction.
Notwithstanding anything to the contrary herein, if the Prospect and the Connector who would be entitled to the Bonus are the same person, the Connector shall not be entitled to the Bonus and the Bonus shall be retained in its entirety by Draftboard. Furthermore, it is not permitted for Connectors to collect a Connector Fee if they are employed by the Prospect’s employer.
ii.
Connector Fee Not Due if Above Conditions Are Not Met. You hereby expressly agree and acknowledge that unless all of the Fee Prerequisites are met, Draftboard will not be required to pay you any Connector Fee and you will not be entitled to any payments, even if a Company held a live interaction with a Prospect. In furtherance of the above, you hereby expressly waive any claim you may have against Draftboard associated with your failure to accrue the right to payment of a Connector Fee hereunder resulting from an Company’s failure to pay a Bonus when due.
iii.
Details Regarding Company Payment Requirements & Draftboard Efforts. For full information regarding when a Bonus is due and the measures Draftboard takes to determine when a Bonus is due and to collect payment of Bonuses, we recommend that you review the Company Terms. In case of any conflict regarding when a Bonus is due and payable between these Terms and the Company Terms, the Company Terms shall govern and you hereby waive any claims against Draftboard with respect to such a conflict.
b.
Invoice & Payment Procedure.
i.
Account Information for Payment. Draftboard may ask you to supply information required for paying you the Connector Fee including your bank account information for ACH transfers, and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.
ii.
Payment Timing. Within fourteen (14) days of the date on which all Fee Prerequisites are met, Draftboard will initiate payment of the Connector Fee. You understand that Draftboard will only make payment to you when all Fee Prerequisites have been met and your entitlement to payment hereunder is conditioned upon all of the Fee Prerequisites being met.
iii.
Reversal of Payment. If required by law or to correct the payment of an incorrect amount, Draftboard may attempt to reverse a payment to you. You authorize Draftboard to initiate such reversals using the Payment Information you provide us and to charge your payment method
c.
Non-Circumvention. You hereby undertake and agree not to bypass, or attempt to bypass, Draftboard and accept payment from a Company directly for any introduction for the Company identified by Draftboard via the Services.
d.
Taxes Applicable to Connector Fees.
i.
Goods, Services, Sales & Excise Taxes. The Connector Fee shall be inclusive of all goods and services tax, sales tax, use tax, excise tax and any other similar taxes duties and charges of any kind imposed by any federal, state or local governmental entity or regulatory authority on any Connector Fee payable hereunder.
ii.
Income Tax. The relationship of each Conector to Draftboard is that of an independent contractor and nothing contained in these Terms shall be deemed to create an employer-employee relationship between a Connector and Draftboard. Therefore, you acknowledge and agree that you are solely responsible for payment of any and all taxes payable in connection with the Connector Fees paid to you hereunder and that Draftboard shall not withhold any such taxes from the Connector Fees unless it determines that it is required to do so by applicable law. You hereby indemnify Draftboard against any losses or liabilities incurred by Draftboard as a result of your failure to pay any taxes payable by you with respect to Connector Fees or any other benefits received by you pursuant to these Terms.
e.
Your Costs. You are solely responsible for all costs incurred by you in connection with your use of the Services.
Draftboard is not party to any agreement entered into between you and Companies or between Prospects and Companies. In the event that you have a dispute with one or more Company or Prospect, you agree to address such dispute directly with the Company or Prospect in question and you hereby release Draftboard (and its officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and agree not to sue any of the Releasees for, any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If such a dispute arises, Draftboard may, at its sole discretion, facilitate communication between you and the relevant Company or Prospect in connection with such dispute. If such a dispute is unable to be resolved between you and a Company or Prospect, Draftboard may, at its sole discretion, intervene in such dispute and take any actions Draftboard deems appropriate.
a.
Draftboard’s Intellectual Property Rights. Draftboard and its licensors exclusively own all right title and interest in and to the Services and Content (as defined below) including all intellectual property rights therein. Draftboard reserves all of its intellectual property rights in the Services and the Content. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Draftboard logos, trademarks and service marks are the trademarks and intellectual property of Draftboard. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
b.
Content. For purposes of these Terms “Content” means text, graphics, images, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.
c.
Your Rights to Content. Subject to these Terms, we hereby grant you a non-exclusive, non-sublicensable and non-transferable limited license to use Content solely for purposes of using the Services in accordance with the explicit permissions in these Terms. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services as explicitly permitted in these Terms is expressly prohibited without prior written permission from us.
d.
Prohibitions. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, use, copy, reproduce, modify, translate, publish, broadcast, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose the Services or any Content except as explicitly permitted in these Terms.
a.
You hereby represent and warrant that you will not use the Services in any way that:
a.
violates any law or regulation;
b.
violates any contractual obligation applicable to you or any of your Authorized Users;
c.
is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
d.
jeopardizes the security of any Draftboard user account (such as allowing someone other than an Authorized User to log in to the Services using your Account);
e.
violates the security of any computer network, or cracks any passwords or security encryption codes;
f.
runs any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
g.
“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
h.
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Site or Services.
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risks arising from, your use of any third-party websites or resources.
We may suspend or terminate your and your Authorized Users’ access to and use of the Services, including, but not limited to, suspending access to or terminating and deleting your Account, at our sole discretion, at any time and without notice to you. You may request termination and deletion of your Account at any time by sending an email to us at legal@draftboard.com. Account termination may result in destruction of any content associated with your account. Following termination, suspension, discontinuation or cancellation of your Account (“Termination”), you remain entitled to receive Connector Fees with respect to applicable facilitated introductions for 30 additional days (“Tail Fees”). We will notify you by email, to the email address associated with your Account, of such Tail Fees as they become due (“Fee Accrual Notice”). In order to receive the Tail Fees you must, within thirty (30) days of Draftboard transmitting the Fee Accrual Notice, provide us with an invoice for the applicable Tail Fees, and details for payment of the Tail Fees via bank wire or ACH (a “Tail Fee Invoice”) by email to the email specified in the Fee Accrual Notice. We will make payment within thirty (30) days of receipt of an accurate Tail Fee Invoice. If we do not receive an accurate Tail Fee Invoice within thirty (30) days of our transmitting the Fee Accrual Notice, you will be deemed to have waived your rights to the applicable Tail Fees. Notwithstanding anything to the contrary the above, if Termination is due to your breach of these Terms, your failure to comply with applicable law or highly inappropriate behaviour in your use of the Services, then you shall not be entitled to receive any Tail Fees or any further payment of Connector Fees following Termination.
a.
General Disclaimer of Warranties. The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.
b.
Draftboard Not Responsible for Connectors, Companies or Prospects. Neither Draftboard nor its affiliates or licensors is responsible for the conduct of any Connectors, Companies, or Prospects. Draftboard does not provide any warranties or guarantees regarding any Companies or Connectors including with respect to the accuracy of any information provided by any Connector or Company including with respect to any Bonus listed on the Services. You acknowledge and agree that Draftboard is not an employment, recruiting, or staffing agency, and we do not make any representations or warranties with respect to any Companies or Prospects. In addition, we do not guarantee that by using the Services, you will successfully earn the right to receive any Connector Fee under these Terms.
c.
Take Precautions With Companies and Prospects. Draftboard provides the Services as a medium for Connectors and Companies to connect with Prospects and facilitate introductions for Companies. You agree to take reasonable precautions in all interactions with Companies or Prospects. You are solely responsible for your interactions with Companies and Prospectsvia the Services or otherwise. You understand that Draftboard is under no obligation to screen Companies or Prospects. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in using the Services. Your use of the Services is at your sole risk and discretion and Draftboard hereby disclaims any and all liability to you or any third party relating thereto.
a.
Limitation of Types of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRAFTBOARD WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DRAFTBOARD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
b.
Limitation of Amount of Liability. WITHOUT DEROGATING FROM THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DRAFTBOARD’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED, IN THE AGGREGATE ONE THOUSAND DOLLARS (USD 1,000).
c.
These Limitations of Liability are Fundamental. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN DRAFTBOARD AND YOU.
You hereby agree to indemnify and hold harmless the Releasees from and against, and covenant not to sue them for, any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your or any of your Authorized Users’ access to or use of the Services; or (ii) your or any of your Authorized Users’ violation of these Terms.
In accordance with the DMCA, we reserve the right to block access to or remove material that we believe to be copyrighted material that has been illegally copied and distributed on the Services. If you believe that any material on the Services infringes your copyright, please send a copyright infringement notice to legal@draftboard.com. We will follow applicable law, including the terms of the DMCA, in addressing any notice of copyright infringement on our Services.
a.
The laws of the State of New York govern these Terms and all matters arising from or relating hereto, without regard to conflict of law principles that would cause the application of the laws of any other jurisdiction. Any action arising from or relating to these Terms will be filed only in a federal or state court located in the State of New York, and the parties irrevocably consent and submit to the personal jurisdiction of such courts. Neither party will claim that an aforementioned court is an improper or inconvenient venue.
b.
ALL PARTIES WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY.
c.
You further agree that any dispute between you and Draftboard will be filed on an individual basis and you hereby waive any right to participate in a class-action or collective action proceeding against Draftboard.
a.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Draftboard and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms and/or your Account, by operation of law or otherwise, without Draftboard’s prior written consent. Draftboard may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
b.
Notices. Any notices or other communications provided by Draftboard under these Terms will be given: (i) via email to the email address associated with your Account; or (ii) by posting to the Services. Any notice to be given by you to Draftboard under these Terms shall be sent by email to legal@draftboard.com. Notice will be deemed to have been given on the date on which an email is transmitted or applicable posting is made to the Services.
c.
Waiver of Rights. A person’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the party. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
d.
Survival. Sections 5-9 and 11-18 as well as any other terms meant to survive the termination, discontinuation or cancellation of your Account and your right to access and use the Services shall survive any such termination, discontinuation or cancellation for any reason. Notwithstanding the above, your right to receive Connector Fees following termination, discontinuation or cancellation of your Account shall be subject to the provision of Section 12 of these Terms.
If you have any feedback about the Services, please contact Draftboard at info@draftboard.com. If you choose to provide us feedback, you agree that we are free to use such feedback without any restriction or compensation to you.