Draftboard Inc. (“Draftboard” “us” “we” or “our”), through its website located at www.draftboard.com (the “Site”), enables anyone to identify who in their network (“Connections”) is connected to the people they want to reach (“Targets”), and scores the predicted strength of those relationships.
This document outlines the terms pursuant to which a Company (“you” or “your”) is permitted to use our Site, platform and services (all together the “Services”) to identify paths to their Targets. Subject to our approval, you may register through the Services to become a Company and be authorized to identify paths to your Targets.
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 “Company” 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 and are not barred from using the Services under applicable law.
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 Company and to access and use the Services in order to identify paths to your Targets, you’ll have to create a Draftboard account (“Account”). You can do this via the Site. When you register, we’ll 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.
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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. During or after the registration process, you will be asked to provide a list of your Targets, either in text or via uploading a file, and some other information relevant to your campaign. Once you do this, Draftboard will begin to map paths to your Targets. Draftboard will then evaluate and score these paths. Draftboard also provides tools & workflows to make it simple for users to send messages to their connections asking for introductions.
b.
Understanding Draftboard’s Role. Draftboard and the Services act only as an interface to facilitate – not to direct or control – communications and interactions among Companies, Connections and Targets. Draftboard is not a party to any relationship or separate agreement entered into among Companies, Connections or Targets, and Draftboard disclaims any and all liability relating thereto. Any successful business relationship between a Target and a Company involves a direct relationship between the Target and the Company.
c.
Your Relationship with Draftboard. By using our Services, you agree that: (a) you and your Authorized Users are not employees, agents or contractors 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.
Target List. For the Services to function as advertised, it is necessary for a Company to upload their Target list to Draftboard, or for a Company to leverage Draftboard’s prospecting features to build this list for them. A Company’s Target list is not shared with any third parties. We take very seriously the privacy and security of a Company’s Targets list.
b.
Personal Information & Privacy. For information on how Draftboard collects, uses and discloses personal information, please see our Privacy Policy at https://www.draftboard.com/privacy-policy.
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Subscription
All Customers will need to be enrolled in an active Subscription in order for Draftboard to deliver the Services. With an active Subscription, Draftboard will endeavor to identify viable paths to a Company’s Targets. Once an account’s subscription is no longer active - due to Subscription cancellation, non-payment or violations of these Terms - Draftboard will cease the aforementioned services. Subscriptions auto-renew, and any cancellation of Services will apply to the next scheduled payment (i.e. no additional Subscription charges will be incurred by the Customer).
b.
Invoice & Payment Procedure.
i. Credit Card: Payment is by credit card only.
ii. You understand and agree that you will be solely and exclusively liable to Draftboard if Draftboard is unable to collect payment from you for any reason outside of Draftboard’s direct control including, but not limited to, due to inability to charge the credit card associated with your Account
c.
Your Costs & Taxes. You are solely responsible for all costs incurred by you in connection with your use of the Services and in connection with your determining, collecting, reporting and paying all applicable state and federal sales, income and other taxes.
Draftboard is not party to any agreement entered into between you and any Targets. In the event that you have a dispute with one or more Targets, you agree to address such dispute directly with the Targets(s) 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 Targets in connection with such dispute. If such a dispute is unable to be resolved between you and a Targets, 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 services 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.
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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:
i.
violates any law or regulation;
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is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;v
iii.
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);
iv.
violates the security of any computer network, or cracks any passwords or security encryption codes;
v.
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);
vi.
“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
vii.
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Site or Services.
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Trademarks. You hereby grant Draftboard the right to use the trademarks made available by you to Draftboard, in connection with our provision of the Services and for the purpose of promoting Draftboard in press releases, marketing materials and other similar scenarios. We agree to use such trademarks only in the form provided by you.
b.
Company Content. “Company Content” means any Content that you, as a Company, make available through the Services, excluding any confidential information such as your Targets list, emails, calendar events and other similar content.
i.
Draftboard does not claim any ownership rights in any Company Content.
ii.
By making any Company Content available through the Services, you hereby grant to Draftboard a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, to use, copy, modify (for formatting purposes only), publicly display, publicly perform and distribute copies of your Company Content in connection with operating and providing the Services and Content to you and to other Account holders.
iii.
You are solely responsible for all your Company Content. You represent and warrant that you own all your Company Content or have obtained all rights, authorizations, consents and permissions necessary to grant us the license rights in your Company Content under these Terms and that your Company Content is true and accurate. You also represent and warrant that neither your Company Content, nor your use and provision of your Company Content, nor any use of your Company Content by Draftboard on or through the Services and/or in accordance with the Terms will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
iv.
You hereby represent and warrant that you will not post, upload, publish, submit or transmit any Company Content that: (i) infringes, misappropriates or violates a third party’s intellectual property rights, or rights of publicity or privacy; (ii) violates any applicable law or regulation; or (iii) is fraudulent, false, misleading or deceptive.
v.
We reserve the right, but are not obligated, to remove or disable access to any Content, including Company Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms.
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 risk 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, terminating or deleting your Account, at our sole discretion, at any time and without notice to you. You may request cancelation of your Account at any time by sending an email to us at legal@draftboard.com. Account termination may result in permanent deletion of any content associated with your account.
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 Targets, Connections or Companies. Neither Draftboard nor its affiliates or licensors is responsible for the conduct of any Connection, Target, or Company. Draftboard does not provide any warranties or guarantees regarding any Connections or Targets including with respect to the accuracy of any information provided to you by any Connection or Target. You acknowledge and agree that Draftboard does not make any representations or warranties as to the qualifications of any Connection or Target. In addition, we do not guarantee that by using the Services you will get introductions to Targets you list on the Services.
c.
Take Precautions With Connections and Targets. Draftboard provides the Services as a medium for Companies and Targets to connect. You agree to take reasonable precautions in all interactions with Connections and Targets. You are solely responsible for your interactions with Connections and Targets via the Services or otherwise. You understand that Draftboard is under no obligation to screen Connections or Targets. 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, and you hereby release Draftboard from, 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 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 THE AMOUNT PAID BY YOU IN THE SIX (6) MONTHS PRECEEDING ANY APPLICABLE CLAIM.
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 Draftboard and the other Releasees, 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; (ii) your Company Content; or (iii) 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 this Agreement 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 this Agreement 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, 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 11-17 of these Terms, including 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.
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.
