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Terms Of Use

IntelliBoard, Inc., a Delaware corporation (“us”, “our”, we”, or “IntelliBoard”) welcomes you to our website (the “Site”) and the applications and services available from us, through the Site or other platforms (collectively with the Site, the “IntelliBoard Service”). Your (“you”, “your” or “Customer”) use of the IntelliBoard Service is governed by these Terms of Service (this “Agreement”). If you are entering into and accepting this Agreement on behalf of a business entity, you represent and warrant that you have the right, authority, and capacity to enter into and accept this Agreement on behalf of the relevant business entity.

BY BROWSING THE SITE, USING THE INTELLIBOARD SERVICE, OR INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS YOU MUST DISCONTINUE THE SETUP AND INSTALLATION OF THE SOFTWARE AND THE USE OF THE SERVICES.

Your use of the IntelliBoard Service is also subject to IntelliBoard’s Privacy Policy, as well as any policies and procedures that IntelliBoard publishes from time to time (collectively, the “Policies”). IntelliBoard reserves the right to modify this Agreement and the Privacy Policy at any time, with such changes becoming effective when IntelliBoard posts the modified this Agreement and/or the Privacy Policy to the Site.  Each time you use the IntelliBoard Service, the then-current version of this Agreement and/or the Privacy Policy will apply. If you use the IntelliBoard Service after a modification of this Agreement and/or the Privacy Policy, you agree to be bound by this Agreement and/or the Privacy Policy as modified.

SECTION 14.8 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN INTELLIBOARD AND YOUR ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN THAT SECTION WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT. IN ADDITION: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, AND NOT IN ANY CLASS OR REPRESENTATIVE PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 14.8 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

  1. THE SERVICES

    IntelliBoard operates a platform that provides analytic and reporting services to education communities and institutions that want expanded reporting and analytics for their LMS platform.

    The platform includes a dashboard and analytics service designed to connect with existing learning management systems (each an “LMS”). Depending upon the LMS environment to which you subscribe, we may or may not store data. In the event that IntelliBoard stores data based upon your LMS environment, you and all designees will be made aware of how your LMS integrates with IntelliBoard. In order for the processing of reports and analytics to visualize at an acceptable speed, IntelliBoard integrates and duplicates selected data points to IntelliBoard servers under Customer account authentication. No other Customers can access that data set, and each data set is located in a specific location assigned to that specific Customer, segregating server data. No direct access to data exists, other than through the IntelliBoard application itself. The link to current IntelliBoard integrations can be found at https://intelliboard.net/downloads. In select LMS IntelliBoard integrations, IntelliBoard uses API access and processes data, authenticated by the LMS. Only LMS Partners have access to the API. IntelliBoard has partnerships with all LMS providers where API access is used. In some cases, our integration processes LMS queries on connected LMS servers via web services by sending a specific query command from your web browser virtual dashboard to your connected LMS server(s). The data returned reflects learner academic and instructor activity data from your LMS server. This data populates the respective reports and analytic outputs requested which can then be viewed from your virtual dashboard in your web browser. The reports and analytics shown provide an instantaneous snapshot of your LMS based on your Account’s level of access. In other cases, a snapshot of your data is stored on IntelliBoard servers hosted by Amazon Web Services. At no time can your connected LMS data be altered on your LMS servers(s) while logged in on our virtual dashboard, because the dashboard is fundamentally a data viewing or read-only service which only gives you external data viewing rights. To view any live LMS changes at any point in time made to any LMS connected with the IntelliBoard Service, you must refresh (resubmit) the browser page to see any updated changes on your virtual dashboard.

    Access to the IntelliBoard Service may require you to download and install certain software applications (the “Customer Software”) which is covered under a License (below). The License may also be presented to anyone downloading the Customer Software and for the avoidance of doubt, in the event of any conflict between the License contained in this Agreement and any license accepted to download the Customer Software, the License in this Agreement shall prevail. Except for Customer Software, the service and the software underlying or used to deliver the Service will be hosted on servers under control or direction of IntelliBoard or its third-party providers.

  2. SUBSCRIPTION TO THE INTELLIBOARD SERVICE
    1. IntelliBoard grants the Customer a non-exclusive, non-transferable license for the Subscription Term, to access, use, and permit Authorized Users to access and use the IntelliBoard Service and to view and download copies of the Documentation, in accordance with and subject to the terms and conditions of this Agreement, for the Customer’s internal business purposes.
    2. IntelliBoard will use commercially reasonable efforts to make the IntelliBoard Service available with an uptime rate of 98%, except for:
      • (a) planned maintenance for which 24 hours’ notice will be given; and
      • (b) unscheduled maintenance during normal business hours (ET time) or otherwise, for which IntelliBoard will use reasonable efforts to give the Customer advance notice.
    3. IntelliBoard will, as part of the IntelliBoard Service, use reasonable efforts to provide a level of support (via telephone and e-mail) that is appropriate to the nature of any issues requiring support during normal business hours (ET time), and such support shall be provided entirely at IntelliBoard’s option and discretion and at no additional charge to the Customer. The Customer shall provide all support reasonable required by IntelliBoard to perform its obligations under this Section 2.3, including providing reasonably detailed descriptions of issues and updates on the performance of the IntelliBoard Service.
    4. The Customer shall indemnify and defend IntelliBoard, and its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of a claim brought by an Authorized User or any other third party relating to the Customer’s use of the IntelliBoard Service (except to the extent caused by IntelliBoard’s gross negligence), including the failure of, or non-availability affecting, the IntelliBoard Service.
  3. CUSTOMER’S OBLIGATIONS
    1. The Customer:
      • (a) The Customer shall ensure that the maximum number of Authorized Users that the Customer authorizes to access and use the IntelliBoard Service does not exceed the Maximum Authorized Users;
      • (b) must comply with all applicable laws and regulations with respect to its use of the IntelliBoard Service and its activities under the Agreement;
      • (c) must use the IntelliBoard Service in accordance with the terms of the Agreement and shall be responsible for any acts and omissions in connection with the use of the IntelliBoard Service by its Authorized Users;
      • (d) must ensure that the Customer ends an Authorized User’s right to access and use the IntelliBoard Service, if the Authorized User ceases its employment or other relationship with the Customer;
      • (e) must not grant more Authorized Users access to the IntelliBoard Service than the maximum number of Authorized Users specified in the Subscription Form (if applicable);
      • (f) must notify IntelliBoard in writing if there are any changes to any of the Customer’s contact details as set out in the Subscription Form (as applicable);
      • (g) must ensure that its network and systems, including its internet browser, complies with any relevant specifications provided by IntelliBoard in writing (including e-mail) from time to time;
      • (h) is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the IntelliBoard Service;
      • (i) must treat any username and password used to access the IntelliBoard Service or the Customer Account as Confidential Information, and must not disclose such information to any third party (other than to Authorized Users);
      • (j) shall procure that each Authorized User keeps secure and confidential any username and password provided to, or created by, that Authorized User for their use of the IntelliBoard Service, and that they will not disclose such username and password to any third party, including any other Authorized Users or persons within the Customer’s organization, company or business;
      • (k) is responsible for maintaining the confidentiality of its login details for its Customer Account and for any activities that occur under its Customer Account, including the activities of Authorized Users; and
      • (l) must not do, or allow any Authorized Users to do, any of the following:
        • (i) access, store, distribute, or transmit any Virus through the IntelliBoard Service;
        • (ii) use the IntelliBoard Service to access, store, distribute, or transmit any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive;
        • (iii) use the IntelliBoard Service in a manner that is illegal or causes damage or injury to any person or property;
        • (iv) use any automated system, including without limitation “robots”, “spiders”, or “offline readers”, to access the IntelliBoard Service in a manner that sends more request messages to the IntelliBoard Service than a human can reasonably produce in the same period of time by using a conventional online web browser;
        • (v) attempt to interfere with or compromise the integrity or security of the IntelliBoard Service;

          and IntelliBoard reserves the right, without liability or prejudice to its other rights under the Agreement, to disable the Customer Account or access to all or any part of the IntelliBoard Service by any Authorised User, for any breach of any provision of this Section 3.1(l).
    2. IntelliBoard may monitor the Customer’s and Authorized Users’ use of the IntelliBoard Service to ensure the quality of, and improve, the IntelliBoard Service, and verify the Customer’s compliance with the Agreement.
    3. The IntelliBoard Service may contain links to, or call the servers of, third party websites, data or services that are not under IntelliBoard’s control, solely at the direction of and/or as a convenience to the Customer (“Third Party Sites”). As such, IntelliBoard is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third-Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at the Customer’s risk.
  4. PROPRIETARY RIGHTS
    1. IntelliBoard is the owner or licensee of all intellectual property rights in the IntelliBoard Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved. Except as expressly set out in this Agreement, IntelliBoard does not grant to the Customer any rights to or licenses in respect of the IntelliBoard Service.
    2. The Customer will not, and shall procure that Authorized Users will not, when using the IntelliBoard Service:
      • (a) to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the IntelliBoard Service or IntelliBoard Content in any form or media or by any means, other than as permitted by the functionality of the IntelliBoard Service;
      • (b) attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the IntelliBoard Service;
      • (c) access all or any part of the IntelliBoard Service in order to build a product or service which competes with the IntelliBoard Service, or use or attempt to use the IntelliBoard Service to directly compete with IntelliBoard; or
      • (d) erase or remove any proprietary or intellectual property notice contained in the IntelliBoard Service or on the IntelliBoard Content.
    3. The Customer grants IntelliBoard a worldwide, royalty-free, non-exclusive, irrevocable (except in connection with the termination of this Agreement), sublicensable license to access, download and use the Customer Data for the purpose of:
      • (a) performing the IntelliBoard Service for the Customer;
      • (b) developing, testing, improving and altering the functionality of the IntelliBoard Service; and
      • (c) producing anonymized or anonymized and aggregated statistical reports and research.
    4. IntelliBoard may use the Customer’s name, logo, and related trade marks in any of IntelliBoard’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Customer uses the IntelliBoard Service and alongside any testimonials that the Customer has agreed to give. The Customer grants IntelliBoard such rights as are necessary to use it name, logo, related trademarks and testimonials for the purpose of this Section 4.4.
    5. The Customer acknowledges that IntelliBoard may use and allow others to use any feedback the Customer provides to IntelliBoard in relation to its use of the IntelliBoard Service, whether in the IntelliBoard Service or otherwise, without any restriction and without payment of any kind to the Customer.
  5. DATA PROTECTION
    1. To the extent that IntelliBoard processes any Customer Data as a processor or subprocessor as a result of hosting the Customer Data or otherwise as a result of the Customer’s use of the IntelliBoard Service, it shall do so in accordance with its Privacy Policy.
    2. In the event Customer or any Customer Data is sourced from the European Union (“EU”) or the IntelliBoard Service otherwise involves special privacy or data protection provisions (whether applicable in the EU or otherwise), the parties may agree to a Data Processing Addendum with additional provisions relating to privacy and data protection, which shall be attached to this Agreement or Subscription Form and become a part of this Agreement.
  6. CONFIDENTIAL INFORMATION
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
      • (a) is or becomes publicly known other than through any act or omission of the receiving party;
      • (b) was in the other party’s lawful possession before the disclosure;
      • (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      • (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
      • (e) is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.
    2. Each party shall hold the other party’s Confidential Information in confidence and, unless required by law, shall not make the other party’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
    3. Each party shall take all reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
    4. Each party shall take a backup of its own Confidential Information and shall not be responsible to the other party for any loss, destruction, alteration, or disclosure of Confidential Information.
  7. FEES AND PAYMENT
    1. The Customer will pay the Service Fees on the Subscription Commencement Date and thereafter prior to the commencement of any Extended Term(s) in accordance with the payment method as agreed between the parties.
    2. If IntelliBoard has not received payment in full within 30 days of the due date, and without prejudice to any other rights and remedies available to IntelliBoard:
      • (a) IntelliBoard may, without liability to the Customer, suspend or temporarily disable all or part of the Customer’s access to the IntelliBoard Service and IntelliBoard shall be under no obligation to provide any access to the IntelliBoard Service or any Consultancy Services while the relevant sum remains unpaid;
      • (b) interest shall accrue on such due amounts at an annual rate equal to 1 per month, commencing on the due date for payment and continuing until the Fees have been paid in full, whether before or after judgment; and
      • (c) the Customer shall reimburse IntelliBoard for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by IntelliBoard in collecting any overdue amounts.
    3. All amounts and Fees stated or referred to in the Agreement:
      • (a) are payable in United States Dollars; and
      • (b) are exclusive of exclusive of all taxes, levies, duties or similar governmental assessments of any nature (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer purchases hereunder except for those based on IntelliBoard’s net income, property, or employee withholdings. Taxes shall not be deducted from the payments to IntelliBoard, except as required by law, in which case the amount payable shall be increased as necessary, so that after making all required deductions and withholdings, IntelliBoard receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made.
    4. IntelliBoard may, not less than ninety days prior to the expiry of the first Extended Term and any Extended Term thereafter, give notice to the Customer that it intends to increase any of the Fees and the amount of the proposed increase (the “Increase Notice”). If the Customer is dissatisfied with the increase, the Customer may give notice to IntelliBoard, in which case the parties shall review and discuss in good faith and agree an increase to the Fees, and any increase agreed between the parties shall take effect from the commencement of the Extended Term following the service of the Increase Notice. If the parties are unable to agree an increase in the Fees, the Agreement shall automatically terminate at the end of the then- current Extended Term.
  8. SUSPENSION AND TERMINATION
    1. Without prejudice to any other rights or remedies available to IntelliBoard, IntelliBoard may terminate this Agreement on giving not less than 30 days written notice to the Customer.
    2. Without prejudice to any other rights or remedies available to IntelliBoard, if the Customer fails to pay any sum due to IntelliBoard and such sum remains outstanding for a further 30 days following notice requiring such sum to be paid, IntelliBoard may immediately terminate the Agreement on giving notice to the Customer, without liability for IntelliBoard to the Customer.
    3. Without prejudice to any other rights and remedies available to IntelliBoard, IntelliBoard may terminate the Agreement by notice with immediate effect, or such notice as IntelliBoard may in its sole discretion elect to give, if the Customer:
      • (a) infringes IntelliBoard’s intellectual property rights in the IntelliBoard Service;
      • (b) is in material breach of any of the terms of this Agreement; or
      • (c) is in breach of any applicable law.
    4. Without prejudice to any other rights and remedies available to it, either party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other party, if that other party:
      • (a) is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within 30 days after receiving written notice requiring it to remedy the breach; or
      • (b) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within thirty (30) days of such institution), (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business.
    5. On termination of the Agreement for any reason:
      • (a) any current Subscription shall terminate;
      • (b) all rights and licenses granted under the Agreement shall immediately terminate and the Customer’s right to access and use, and grant Authorized Users the right to access and use the IntelliBoard Service will end; and
      • (c) each party shall return to the other party or (at the other party’s request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority); and
    6. Where the Agreement is terminated by the Customer under Section 8.1, IntelliBoard shall refund any Service Fees paid for the remainder of the Term on a pro rata basis.
    7. Termination of the Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.
    8. Any provision of the Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of this Agreement shall survive and continue in full force and effect.
  9. LIMITED WARRANTY
    1. IntelliBoard undertakes to make the IntelliBoard Service available as set out in Section 2, and the Customer’s sole and exclusive remedy, and IntelliBoard’s sole liability, with respect to any failure by IntelliBoard to provide the IntelliBoard Service in accordance with Section 2 is for IntelliBoard to use commercially reasonable efforts to repair the affected part of the IntelliBoard Service so that it is available in accordance with Section 2.
    2. OTHER THAN AS SET OUT IN SECTION 9.1, THE INTELLIBOARD SERVICE, INCLUDING THE INTELLIBOARD CONTENT, IS PROVIDED ON AN “AS IS” BASIS AND INTELLIBOARD GIVES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND IN RESPECT OF THE INTELLIBOARD SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
    3. Except as expressly provided for in the Agreement:
      • (a) all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and
      • (b) IntelliBoard will not be responsible for any interruptions, delays, failures, or non- availability affecting the IntelliBoard Service or the performance of the IntelliBoard Service which are caused by third party services (including Third-Party Sites), errors or bugs in third party software, hardware, or the Internet on which IntelliBoard relies to provide the IntelliBoard Service, or any changes to the IntelliBoard Service made by or on behalf of the Customer, and the Customer acknowledges that IntelliBoard does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.
  10. LIMITATION OF LIABILITY
    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, INTELLIBOARD AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND INTELLIBOARD’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO INTELLIBOARD FOR THE SERVICES UNDER THIS AGREEMENT IN THE SIX MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT INTELLIBOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
    3. Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
  11. INDEMNIFICATION
    1. IntelliBoard shall indemnify the Customer and its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) (“Claim”) suffered or incurred by the Customer arising out of a claim that the Customer’s use of the IntelliBoard Service infringes any third party’s intellectual property rights, provided that:
      • (a) IntelliBoard is given prompt notice of any such claim;
      • (b) the Customer provides reasonable co-operation to IntelliBoard in the defense and settlement of such claim, at IntelliBoard’s expense; and
      • (c) IntelliBoard may not settle any Claim without the Customer’s written approval, which will not be unreasonably withheld or delayed, unless the settlement unconditionally releases the Customer of all liability.
    2. In the defense or settlement of any claim, IntelliBoard may procure the right for the Customer to continue using the IntelliBoard Service, replace or modify any part of the IntelliBoard Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on two Business Days’ notice to the Customer without any additional liability.
    3. Customer will defend, indemnify and hold harmless IntelliBoard against any Claim made or brought against IntelliBoard by a third party (a) relating to or arising from Customer’s use of the IntelliBoard Service in violation of this Agreement, or (b) relating to or arising from IntelliBoard’s permitted use of Customer Data, provided that:
      • (a) IntelliBoard is given prompt notice of any such claim;
      • (b) IntelliBoard provides reasonable co-operation to IntelliBoard in the defense and settlement of such claim, at IntelliBoard’s expense; and
      • (c) Customer may not settle any Claim without IntelliBoard’s written approval, which will not be unreasonably withheld or delayed, unless the settlement unconditionally releases IntelliBoard of all liability.
  12. CHANGES TO THE INTELLIBOARD SERVICE

    The Customer recognizes that IntelliBoard is always innovating and finding ways to improve the IntelliBoard Service with new features and services. The Customer therefore agrees that the IntelliBoard Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the IntelliBoard Service.

  13. CLIENT SOFTWARE LICENSE
    1. To access the IntelliBoard Service, Customer will need to download and install Client Software. Client Software and any accompanying documentation is licensed and not sold and is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. IntelliBoard owns intellectual property rights in the Client Software. Customer’s license to download, use and/or copy the Client Software is subject to these rights and to all the terms of conditions of this license (“License”). The terms and conditions of this License are in addition to and not in substitution of the terms and conditions of the Agreement. Unless specified otherwise, the terms of this Agreement apply to the License.
    2. License. Access to the IntelliBoard Service, or portion thereof, requires that Customer download and install directly, or download, distribute and install programmatically, certain Client Software applications. Subject to Customer’s compliance with all of the terms and conditions of the Agreement and this License, IntelliBoard hereby grants Customer a limited, personal, non-sublicensable, non-transferable, non-exclusive license to internally use the Client Software only in accordance with any accompanying documentation, and only as required to access the Services in accordance with this License.
    3. Restrictions
      • (a) Customer will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Client Software, documentation or data related to the Client Software (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Client Software, except as expressly permitted herein; sublicense, sell, resell, transfer, assign or distribute or otherwise commercially exploit or make available in any way to any third party any portion of the Client Software; use the Client Software other than in accordance with this License and in compliance with all applicable laws and regulations;
      • (b) Customer will cooperate with IntelliBoard in connection with the performance of this License by making available such personnel and information as may be reasonably required, and taking such other actions as IntelliBoard may reasonably request. Customer will also cooperate with IntelliBoard in establishing a password or other procedures for verifying that only designated users have access to any administrative functions of the IntelliBoard Service;
      • (c) Customer hereby agrees to indemnify and hold harmless IntelliBoard against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing, any breach of this License, or from Customer’s and/or Authorized Users’ use of the Client Software
    4. Proprietary Rights. Section 4 of the Agreement shall apply to this License.
    5. Termination. Section 8 of this Agreement shall apply to this License.
    6. Client Software Security. IntelliBoard represents and warrants that it will not knowingly include, in any IntelliBoard software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, Trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. If, at any time, IntelliBoard fails to comply with the warranty in this Section, Customer may promptly notify IntelliBoard in writing of any such non-compliance. IntelliBoard will, within thirty (30) days of receipt of such written notification, either correct the non-compliance or provide Customer with a plan for correcting the non-compliance. If the non-compliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this License as Customer’s sole and exclusive remedy for such non-compliance.
    7. Warranty Disclaimer. EXCEPT AS SET FORTH IN SECTION 13.6 ABOVE, THE SERVICE, CLIENT SOFTWARE AND INTELLIBOARD’S PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS LICENSE ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. ANY USE OF THE SERVICE AND/OR CLIENT SOFTWARE IS DONE AT CUSTOMER’S SOLE RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, LOSS OR EXPENSE INCURRED AS A RESULT OF OR ARISING OUT OF CUSTOMER’S USE OF THE SERVICE AND/OR CLIENT SOFTWARE. INTELLIBOARD AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IF THE CLIENT SOFTWARE OR THE INTELLIBOARD SERVICE DOES NOT MEET CUSTOMER’S REQUIREMENTS OR PROVIDE FUNCTIONALITY AND PERFORMANCE TO CUSTOMER’S SATISFACTION, CUSTOMER AGREES THAT CUSTOMER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO CANCEL CUSTOMER’S SUBSCRIPTION TO THE SERVICE AND TERMINATE THIS LICENSE AS SET FORTH IN SECTION 13.5 THE REMEDIES PROVIDED HEREIN ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES.
    8. Limitation of Liability. Section 10 of the Agreement shall apply to this License.
  14. GENERAL
    1. Written communication. Applicable laws may require that some of the information or communications that IntelliBoard sends to the Customer should be in writing. When using the IntelliBoard Service, the Customer accepts that communication with IntelliBoard will mainly be electronic. IntelliBoard will contact the Customer by e-mail or provide the Customer with information by posting notices on the IntelliBoard Service. For contractual purposes, the Customer agrees to this electronic means of communication and the Customer acknowledges that all contracts, notices, information and other communications that IntelliBoard provides to the Customer electronically comply with any legal requirement that such communications be in writing.
    2. Notices. All notices given by the Customer to IntelliBoard must be given to info@intelliboard.net. IntelliBoard may give notice to the Customer at either the e-mail or mailing address the Customer provides to IntelliBoard, or any other way that IntelliBoard deems appropriate. Notice will be deemed received and properly served immediately when posted on the IntelliBoard Service or 24 hours after an e-mail is sent or three days after the date of mailing of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the mail and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
    3. Transfer of any rights and obligations. The Customer may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Customer’s rights or obligations arising under the Agreement, without IntelliBoard’s prior written consent.
    4. Events outside a party’s control. Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of IntelliBoard, governmental act, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this clause shall excuse the Customer from any payment obligation under the Agreement.
    5. Waiver. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
    6. Severability. If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the Agreement shall not be prejudiced.
    7. Law and jurisdiction. This Agreement is governed by the laws of the State of Connecticut, without giving effect to conflicts of law principles. Customer agrees, to the extent applicable and expressly subject to the Arbitration provisions below, to submit to the exclusive jurisdiction of the state and federal courts located in the State of Connecticut in circumstances where this Agreement permits litigation in court.
    8. Arbitration. IntelliBoard and Customer agree that any dispute that has arisen or may arise between us relating in any way to the Customer’s use of or access to the IntelliBoard Service, any validity, interpretation, breach, enforcement, or termination of this Agreement, or otherwise relating to IntelliBoard in any way (collectively, “Covered Dispute Matters”) will be resolved in accordance with the provisions set forth in this Section 14.8.
      • (a) Applicable Law. You and IntelliBoard agree that United States federal law including the Federal Arbitration Act, and (to the extent not inconsistent with or pre-empted by federal law) the laws of the State of Connecticut, USA, without regard to conflict of laws principles, will govern all Covered Dispute Matters.
      • (b) Arbitration. You and IntelliBoard agree that this Agreement and each of its parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act applies in all cases and governs the interpretation and enforcement of the arbitration rules and arbitration proceedings. Any Covered Dispute Matter must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules (including utilizing desk, phone or video conference proceedings where appropriate and permitted to mitigate costs of travel). You and IntelliBoard agree that the arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. You and IntelliBoard agree that the arbitrator, and not any federal, international, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable or a particular claim is subject to arbitration. You and We agree that judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
      • (c) Arbitrator’s Award. You and IntelliBoard agree that for matters where the relief sought is over $5,000, the arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. You and IntelliBoard agree that the arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
      • (d) Injunctive and Declaratory Relief. Except as provided in Section 14.8(e) below, the arbitrator shall determine all issues of liability on the merits of any claim asserted by you or IntelliBoard and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or IntelliBoard have sought public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration after the party seeking public injunctive relief has first prevailed in arbitration. The parties agree that the litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
      • (e) Exceptions. There are only two exceptions to this agreement to arbitrate:
        • (i) if either party reasonably believes that the other party has in any manner violated or threatened to infringe the intellectual property rights of the other party, the party whose rights have been violated may seek injunctive or other appropriate interim relief in any court of competent jurisdiction;
        • (ii) each party will retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of such courts.
      • (f) Costs of Arbitration. You and IntelliBoard agree that payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this agreement to arbitrate.
      • (g) Judicial Forum for Legal Disputes. Unless You and IntelliBoard agree otherwise and except as described in Section 14.8(e)(ii), in the event that the agreement to arbitrate above is found not to apply to You or to a particular claim or dispute, either as a result of your decision to opt out of the agreement to arbitrate, as a result of a decision by the arbitrator or a court order, or because you are an international user to which this agreement to arbitrate does not apply, You agree (except as otherwise provided by law) that any claim or dispute that has arisen or may arise between you and IntelliBoard must be resolved exclusively by a state or federal court located in the State of Connecticut. You and IntelliBoard agree to submit to the exclusive personal jurisdiction of the courts located within the State of Connecticut for the purpose of litigating all such claims or disputes.
      • (h) OPT-OUT OF ARBITRATION. IF YOU ARE A NEW INTELLIBOARD CUSTOMER, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE PROVISION (“OPT-OUT”) BY EMAILING US AN OPT-OUT NOTICE TO INFO@INTELLIBOARD.NET (“OPT-OUT NOTICE”) OR REGULAR MAIL TO: IntelliBoard, Inc., 20 Aspetuck Ln, Monroe, CT 06468. THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN THIRTY (30) DAYS AFTER THE DATE YOU ACCEPT THE TERMS OF THIS AGREEMENT FOR THE FIRST TIME. IF YOU ARE NOT A NEW INTELLIBOARD CUSTOMER, YOU HAVE UNTIL THIRTY (30) DAYS AFTER THE POSTING OF THIS AGREEMENT TO SUBMIT AN ARBITRATION OPT-OUT NOTICE.
      • (i) If you opt out of the agreement to arbitrate, all other parts of this Agreement and this Arbitration will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that You may have with IntelliBoard.
      • (j) WAIVER OF CERTAIN RIGHTS. BY AGREEING TO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE (i) TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED ABOVE), (ii) TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES, EVEN IF ARBITRATION IS NOT REQUIRED UNDER THIS AGREEMENT, AND (iii) TO A TRIAL BY JURY.
      • (k) STATUTE OF LIMITATIONS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.
    9. Copyright Infringement

      IntelliBoard respects the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the”DMCA”) provides a complaint procedure for copyright owners who believe that website material infringes their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (1) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/ her behalf; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where on the Site the material that you claim is infringing is located; (4) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. These requirements must be followed to give the Company legally sufficient notice of infringement. Send copyright infringement complaints to the following email address: info@intelliboard.net. We suggest that you consult your legal advisor before filing a DMCA notice with Company’s copyright agent. There can be penalties for false claims under the DMCA.

    10. U.S. Government Matters

      Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the IntelliBoard Service or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Customer’s use of the Service is deemed a representation and warranty by Customer that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by IntelliBoard are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

    11. Definitions
      • (a) “Authorized User” means an employee, contractor or other person engaged by the Customer, in each case who is authorized by the Customer to access the IntelliBoard Service.
      • (b) “Business Day” means a day other than a Saturday, Sunday or public holiday when banks in the State of Connecticut are open for business.
      • (c) “Customer Data” means the content and data that the Customer makes available to IntelliBoard and that is hosted by IntelliBoard in connection with the provision of the IntelliBoard Service.
      • (d) “Subscription Commencement Date” means the date from which the Customer will have access to the IntelliBoard Service, as set out in the Subscription Form.
      • (e) “Confidential Information” means information which is identified as confidential or proprietary by either party, or by the nature of which is clearly confidential or proprietary.
      • (f) “Documentation” means any proprietary information or documentation made available to Customer by IntelliBoard for use with the provision of the IntelliBoard Service.
      • (g) “Extended Term” means the period set out in the Paid Subscription Form or as otherwise agreed by the parties in writing.
      • (h) “Initial Term” means the period set out in the Subscription Form.
      • (i) “Subscription Form” means the form signed (whether electronically or otherwise) by the parties, and which, amongst other things, identifies the Customer, any service limits and sets out the Service Fees.
      • (j) Service Fee” means the fee set out in the Subscription Form, or such other amount that the parties may agree in writing from time to time, relating to the provision of the IntelliBoard Service.
      • (k) “Subscription Term” means the Initial Term and any Extended Term(s).
      • (l) “Virus” means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re- arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including works, Trojan horses, viruses and other similar things or device.

Privacy Policy

  1. General

    IntelliBoard, Inc. (“we” or “us”) values our customers and respects their privacy. This privacy policy (“Privacy Policy”) governs our collection and use of data in connection to our website (the“Site”), our applications, and any services we offer (collectively, the“Services”). Terms capitalized but not defined in this Privacy Policy shall have the meaning ascribed to them in our Terms of Use. This Privacy Policy sets forth the nature, purpose, use and sharing of any information that identifies or can be used to identify you, the visitors to the Site, and users of our Services (“Personal Information”).

    This Privacy Policy does not govern privacy practices associated with offline activities, websites other than ours, or practices of third parties that we do not own or control, such as our partners, or other third-party service providers appearing on the Site (if applicable) or in the Services. If you have objections to the Privacy Policy, you should immediately discontinue use of the Services and follow the procedure described in the section entitled “Opting-Out or Updating Your Personal Information and Privacy Preferences.”

    The Site and the Services are intended for adults or minors with organizational/institutional permissions to view the content displayed through the Service. We do not knowingly collect any Personal Information from anyone under 13 years of age. If you are under age 13, please do not provide any Personal Information about yourself to us. If we learn that we have collected Personal Information from a child under age 13, we will delete that information as quickly as possible. If you believe that we might have any Personal Information from a child under the age of 13, please contact us immediately.

  2. Changes in Privacy Policy

    Any Personal Information that we collect and maintain will be subject to this Privacy Policy, as amended from time to time. We may change the Privacy Policy at our sole discretion. However, if at any time we make material changes to the Privacy Policy, we will notify you of those changes on the Site and through the publishing of an updated Privacy Policy. If as the result of such changes you want to alter the ways in which we are allowed to use your Personal Information, you can do so by following the procedure described in the section entitled “Opting-Out or Updating Your Personal Information and Privacy Preferences.”

  3. Collection of Information
    • We collect the Personal Information you give us when you register with the Site or use the Services, including name, address, and other Personal Information requested as part of your use of the Site or the Services, or the information you choose to give us when you use the Services.
    • We automatically collect certain kinds of non-personal information from you when you use the Site or the Services, including device, browser type, operating system, CPU speed, referring or exit webpages, click patterns, Session ID, and your computer’s IP address.
    • We may on occasion supplement or correct the Personal Information you submit to us and your IP address with information in our other databases or information from third-party sources in order to reduce errors in our database, authenticate our users, prevent fraud and prevent abuse of our Site, as well as to provide more consistent, relevant experiences to our users.
    • We may collect general information about use of the Site and the Services, such as what pages visitors access, the number of visits, average time spent on the Site and other similar factors. This information is generally collected in aggregate form, without identifying any user individually, although IP addresses and Session ID in relation to downloads may be tracked as part of our fraud prevention efforts. You agree not to submit any sensitive personally-identifiable information to the Services.
  4. Location-Based Services

    Some Services may contain functionality that can enable us to access your location and tailor your experience based on your location (“Location-based Services”). To use Location-based Services, you must enable certain features of your mobile device (e.g., GPS, WiFi, or Bluetooth) to allow us to identify your location. To the extent your location is collected through Wi-Fi or Bluetooth sensors, such sensors, and the associated data services, may be provided by a third-party that may access such information for the purpose of providing such data services to us. You agree to such access by such third parties. You may enable or disable such Location-based Services at any time via a menu within the Services. If you choose to disable any Location-based Services on your device and/or opt out of any Location-based Services through the menu, you will not be able to utilize certain features of the Services. By enabling Location-based Services on your device, you agree and acknowledge that (i) device data we collect from you is directly relevant to your use of the Services, (ii) we may provide Location-based Services related to and based on your then-current location, and (iii) we may use any such information collected in connection with the provision of Location-based Services in providing the Services. PLEASE NOTE THAT LOCATION DATA MAY NOT ALWAYS BE ACCURATE, AND WE DISCLAIM ANY AND ALL WARRANTIES RELATED TO LOCATION-BASED SERVICES.

  5. How Your Information is Used

    Except as provided herein, we collect and use your personal and non-personal information for internal purposes only or for gather aggregate and anonymized data. We may use your information in the following ways:

    • To conduct routine business operations such as billing, identification, authentication, contact purposes and general research. As part of our routine business operations, we may transfer your Personal Information to certain third parties such as accounting software, customer relationship management software. Any transfer of Personal Information is transferred to service providers obligated to protect your information, and they do not use your Personal Information for their own commercial purposes.
    • To employ internal marketing techniques such as tracking customer preferences to provide a customized Site experience and communicating with you about Services, special offers, and other services.
    • To enhance the Services.
    • To gather generic product, location and other contributed information to make reports based on aggregate anonymized data, which we may use internally, or which we may sell to others.
    • To comply with court and governmental orders.

  6. Tracking, Use of Cookies, Web Beacons and Similar Devices

    In order to improve our Services and provide more convenient, relevant experiences to our customers, we and our agents may use “cookies,” “web beacons,” and similar devices to track your activities. A cookie is a small amount of data that is transferred to your browser by a web server and can only be read by the server that gave it to you. It functions as your identification card and enables us to record your passwords and preferences. It cannot be executed as code or deliver viruses. A web beacon is a small transparent .gif image that is embedded in an HTML page or email used to track when the page or email has been viewed. Most browsers are initially set to accept cookies, and most services that include similar devices are typically initially activated to collect data. You can set your browser to notify you when you receive a cookie, giving you the chance to decide to accept it. We do not support browsers’ Do Not Track features. You can enable or disable Do Not Track by visiting the preferences or settings page of your browser.

  7. Protecting Your Information

    We use a variety of security measures, including SSL, encryption, and authentication tools, to help protect your information. We do not retain your Personal Information for longer than is necessary for our business purposes. When we no longer need your Personal Information, we dispose of it safely.

    Our security measures include standard international data protection measures as well as those described in the EU GDPR implementing regulations. These measures may also include periodic system-wide password resets with high password strength requirements. We strongly discourage password sharing. Due to the nature of the information and related technology, we cannot be held responsible if you share your own login credentials with others. If we learn of a security breach, then we will immediately reset your account password and attempt to notify You as per GDPR guidelines to take appropriate steps.

  8. Data Processing

    In submitting any third-party personal data within the context of the Services (“Third-Party Data”), the parties agree that you shall be the Data Controller and you appoint us as a Data Processor of such data, for the purpose of providing the Services. To the extent that we are a “Data Processor” for you in respect of such Third-Party Data, we will:

    • Implement appropriate technical and organizational measures to safeguard the Third-Party Data against any unauthorized or unlawful access, loss, destruction, theft, use or disclosure. We implement basic level security in accordance with United States Law. If higher levels of security are required, please contact us.
    • Limit access to the Third-Party Data only to those employees who need to know it to enable the Processor to perform the Services, and shall take appropriate steps to ensure the reliability of those of our employees or subcontractors who have access to such Third-Party Data.
    • Only process the personal data as specified by this Agreement and in accordance with your instructions, and will not use the Third-Party Data for any purposes other than those related to the performance of the Services or pursuant to your written instructions.
    • Upon the expiry or termination of this Agreement, or upon your request, cease any and all use of the Third-Party Data and destroy or return it to you.
    • Not disclose the Third-Party Data to any third-party without your prior written consent. Such consent is granted on, for example, your instruction to share a dashboard with third parties (public or within a restricted group).
    • We as Data Processor may provide access to a subcontractor processor to any such Third-Party Data if we reasonably consider such access and processing necessary to the performance of the Services. In the event of such access and before the access takes place, we will ensure that an agreement with the third-party is in place sufficient to require the treatment of personal data in accordance with the applicable provisions of this Agreement and applicable law. You authorize us to subcontract the provision of technology and commercial services to members of our corporate group. You represent and warrant that you have all the appropriate consents from data subjects whose personal data are submitted to us in the course of the provision of the Services.

    We as Data Processor may provide access to a subcontractor processor to any such Third-Party Data if we reasonably consider such access and processing necessary to the performance of the Services. In the event of such access and before the access takes place, we will ensure that an agreement with the third-party is in place which is sufficient to require it to treat personal data in accordance with the applicable provisions of this Agreement and applicable law. In particular, you authorize us to subcontract the provision of technology and commercial services to members of our corporate group.

    You represent and warrant that you have all the appropriate consents from data subjects whose personal data are submitted to us in the course of the provision of the Services.

  9. Data Controller (EU/EEA)

    We process Personal Data both as a processor and a controller as defined by the Directive and the GDPR. The IntelliBoard entity which you as a User entered an agreement with when using our Services will be the Processor for the User data as outlined above in “Collection of Information” section in accordance with Directive and GDPR and we will be the Processor. For other data, as outlined in the “Collection of Information” section, the User will be the Controller in accordance with Directive and GDPR and we will be the Processor.

    For other data, as outlined in the “Collection of Information” section, the User will be the Controller in accordance with Directive and GDPR and we will be the Processor. All data collected by our users through surveys or other means such as the Service, will be stored exclusively in secure hosting facilities provided by Amazon Web Services. Countries within the EU have data processed by AWS within the EU. We have a data processing agreement in place with its provider, ensuring compliance with the Directive. All processor hosting is performed in accordance with the highest security regulations. All transfers of all data internally in the EEA is done in accordance with this processing agreement. Contact information for the EEA Data Controller Processor:

    At any time you can contact us to:

    • Request access to information that we have about you (which for Service administrators includes only username and contact information provided by you at the inception of service)
    • Correct any information that we have about you
    • Delete information that we have about you
    • If you have any additional questions, please contact

      IntelliBoard, Inc

      PO Box 474

      Monroe, CT 06468

      Email: GDPROFFICER@intelliboard.net

  10. Disclosure to Third Parties

    We will not share your Personal Information with third parties without your express consent, except in the limited circumstances described below:

    • We may share your Personal Information third party service providers for the limited purposes described in the section entitled “How Your Information is Used.”
    • We will share your Personal Information when required by law, regulation, or litigation, and as necessary for purposes of national security, law enforcement, or other issues of public importance.
    • If we sell assets or are acquired by or merged with another entity, we may provide such entity customer information without obtaining your further consent. We may provide notice of such asset sales, acquisitions, or mergers on the Site.

  11. Your Choices
    • If at any time you are uncomfortable with our use of your Personal Information for internal marketing purposes and for the purpose of creating aggregate reports, you may opt-out by email as described in “Opting-Out or Updating Your Personal Information and Privacy Preferences.” Note that if you opt not to provide us with certain mandatory information, then our Products and services may be unavailable to you.
    • You may similarly opt out of receiving communications from us, although we may find it necessary to continue to communicate with you regarding your use of the Services
    • For our websites, you may set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of this Site may then be inaccessible or not function properly.

  12. Governing Law

    The terms of this Privacy Policy are governed by and in accordance with the laws of the state of Connecticut, and, where applicable, the laws of the countries where our servers are located. You should not provide us with any Personal Information unless you consent to the application of United States law and, where applicable, Connecticut law, and to the use and disclosure of your information in accordance with the terms of this Privacy Policy.

  13. Opting-Out or Updating Your Personal Information and Privacy Preferences

    You have the right to access, correct and delete inaccuracies in your Personal Information and privacy preferences on the Services at any time by signing into your account and editing your Personal Information in your account profile. You may also do so by contacting us via telephone, postal mail, or email. If at any time you wish to request the personal data we’ve collected about you, withdraw your consent to our processing of your data or opt out of our use of your information for internal marketing purposes or for compiling aggregate risk reports, you may do so by sending a written notice to: info@intelliboard.net. Note that your withdrawal of consent may prevent us from providing the Services to you.

  14. Privacy Complaints

    We take our users’ privacy concerns seriously. If you believe that we have not complied with this Privacy Policy with respect to your Personal Information, you may write to us at the address noted above.

    Please note that we are not responsible for the content or privacy practices of third-party websites or integrated products to which the Site or the Services may link. You should review the privacy policies of such sites before using the associated sites.

Privacy Shield Policy

IntelliBoard Inc. ("IntelliBoard") has adopted this Privacy Shield Policy ("Policy") to establish and maintain an adequate level of Personal Data privacy protection. This Policy applies to the processing of Personal Data that IntelliBoard obtains from Customers located in the European Union and Switzerland.

IntelliBoard complies with the US-EU Privacy Shield Framework and Swiss-US Privacy Shield Framework as set forth by the US Department of Commerce regarding the collection, use, and retention of personal information from Individual Customers in the European Union member countries and Switzerland. IntelliBoard has certified that it adheres to the Privacy Shield Privacy Principles of notice, choice, accountability for onward transfer, security, data integrity and purpose limitation, access, recourse, enforcement and liability. If there is any conflict between the policies in this privacy policy and the Privacy Shield Privacy Principles, the Privacy Shield Privacy Principles shall govern. To learn more about the Privacy Shield program, and to view our certification page, please visit https://www.privacyshield.gov .

The Federal Trade Commission (FTC) has jurisdiction over IntelliBoard's compliance with the Privacy Shield.

All IntelliBoard employees who handle Personal Data from Europe and Switzerland are required to comply with the Principles stated in this Policy.

Capitalized terms are defined in Section 14 of this Policy.

  1. 1. Scope

    This Policy applies to the processing of Individual Customer Personal Data that IntelliBoard receives in the United States concerning Individual Customers who reside in the European Union and Switzerland. IntelliBoard provides products and services to businesses and consumers.

    This Policy does not cover data from which individual persons cannot be identified or situations in which pseudonyms are used. (The use of pseudonyms involves the replacement of names or other identifiers with substitutes so that identification of individual persons is not possible.)

  2. 2. Responsibilities and management

    IntelliBoard has designated the Legal Department to oversee its information security program, including its compliance with the EU and Swiss Privacy Shield program. The Legal Department shall review and approve any material changes to this program as necessary. Any questions, concerns, or comments regarding this Policy also may be directed to privacyshield@IntelliBoard.net .

    IntelliBoard will maintain, monitor, test, and upgrade information security policies, practices, and systems to assist in protecting the Personal Data that it collects. IntelliBoard personnel will receive training, as applicable, to effectively implement this Policy. Please refer to Section 7 for a discussion of the steps that IntelliBoard has undertaken to protect Personal Data.

  3. 3. Renewal / Verification

    IntelliBoard will renew its US-EU Privacy Shield and Swiss-US Privacy Shield certifications annually, unless it subsequently determines that it no longer needs such certification or if it employs a different adequacy mechanism.

    Prior to the re-certification, IntelliBoard will conduct an in-house verification to ensure that its attestations and assertions about its treatment of Individual Customer Personal Data are accurate and that the company has appropriately implemented these practices. Specifically, as part of the verification process, IntelliBoard will undertake the following:

    • Review this Privacy Shield policy and its publicly posted website privacy policy to ensure that these policies accurately describe the practices regarding the collection of Individual Customer Personal Data.
    • Ensure that the publicly posted privacy policy informs Individual Customers of IntelliBoard's participation in the US EU Privacy Shield and US Swiss Privacy Shield programs and where to obtain a copy of additional information (e.g., a copy of this Policy).
    • Ensure that this Policy continues to comply with the Privacy Shield principles.
    • Confirm that Individual Customers are made aware of the process for addressing complaints and any independent dispute resolution process (IntelliBoard may do so through its publicly posted website, Individual Customer contract, or both).
    • Review its processes and procedures for training Employees about IntelliBoard's participation in the Privacy Shield programs and the appropriate handling of Individual's Personal Data.

    IntelliBoard will prepare an internal verification statement on an annual basis.

  4. 4. Collection And Use Of Personal Data

    IntelliBoard provides various solutions to its Individual Customers who purchase its products. IntelliBoard collects Personal Data from Individual Customers when they purchase its products, register with our website, log-in to their account, complete surveys, request information or otherwise communicate with us. For example, IntelliBoard individual customers may choose to seek live support or post to a message board.

    The Personal Data that we collect may vary based on the Individual Customer's interaction with our website and request for our services. As a general matter, IntelliBoard collects the following types of Personal Data from its Individual Customers: contact information, including, a contact person's name, work email address, work mailing address, work telephone number, title, and company name, as well as payment information (which might include credit card and/or bank account information). Individual customers have the option to log into their accounts online and to request service online, including through a live support option; we will collect information that they choose to provide to us through these portals.

    When Individual Customers use our services online, we will collect their IP address and browser type. We may associate IP address and browser type with a specific customer. We also may collect Personal Data from persons who contact us through our website to request additional information; in such a situation, we would collect contact information (as discussed above) and any other information that the person chooses to submit through our website.

    The information that we collect from Individual Customers is used for selling the products and services they buy from us, managing transactions, reporting, invoicing, renewals, other operations related to providing services and products to the Individual Customer.

    For certain products, IntelliBoard serves as a service provider. In our capacity as a service provider, we will receive, store, and/or process Personal Data. In such cases, we are acting as a data processor and will process the personal information on behalf of and under the direction of our partners and/or agents. The information that we collect from our Individual Customers in this capacity is used for managing transactions, reporting, invoicing, renewals, other operations related to providing services to the Individual Customer, and as otherwise requested by our partner and/or re-seller agent.

    IntelliBoard uses Personal Data that it collects directly from its Individual Customers and for its partners indirectly in its role as a service provider for the following business purposes, without limitation:

    • maintaining and supporting its products, delivering and providing the requested products/services, and complying with its contractual obligations related thereto (including managing transactions, reporting, invoices, renewals, and other operations related to providing services to a Individual Customer);
    • satisfying governmental reporting, tax, and other requirements (e.g., import/export);
    • storing and processing data, including Personal Data of individuals residing in European Union, in computer databases and servers located in the European Union;
    • verifying identity (e.g., for online access to accounts);
    • as requested by the Individual Customer;
    • for other business-related purposes permitted or required under applicable local law and regulation;
    • and as otherwise required by law.

    IntelliBoard does not disclose personal information to third parties for purposes that are materially different than what it was originally collected for. Should this change in the future, we will provide individuals with the option to opt-out.

  5. 5. Disclosures / Onward Transfers Of Personal Data

    Except as otherwise provided herein, IntelliBoard discloses Personal Data only to Third Parties who reasonably need to know such data only for the scope of the initial transaction and not for other purposes. Such recipients must agree to abide by confidentiality obligations.

    IntelliBoard may provide Personal Data to Third Parties that act as agents, consultants, and contractors to perform tasks on behalf of and under our instructions. For example, IntelliBoard may store such Personal Data in the facilities operated by Third Parties. Such Third Parties must agree to use such Personal Data only for the purposes for which they have been engaged by IntelliBoard and they must either:

    • comply with the Privacy Shield principles or another mechanism permitted by the applicable EU & Swiss data protection law(s) for transfers and processing of Personal Data;
    • or agree to provide adequate protections for the Personal Data that are no less protective than those set out in this Policy;

    IntelliBoard also may disclose Personal Data for other purposes or to other Third Parties when a Data Subject has consented to or requested such disclosure. Please be aware that IntelliBoard may be required to disclose an individual's personal information in response to a lawful request by public authorities, including to meet national security or law enforcement requirements. IntelliBoard is liable for appropriate onward transfers of personal data to third parties.

  6. 6. Sensitive Data

    IntelliBoard does not collect Sensitive Data from its Individual Customers.

  7. 7. Data Integrity And Security

    IntelliBoard uses reasonable efforts to maintain the accuracy and integrity of Personal Data and to update it as appropriate. IntelliBoard has implemented physical and technical safeguards to protect Personal Data from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. For example, electronically stored Personal Data is stored on a secure network with firewall protection, and access to IntelliBoard's electronic information systems requires user authentication via password or similar means. IntelliBoard also employs access restrictions, limiting the scope of employees who have access to Individual Customer Personal Data.

    Further, IntelliBoard uses secure encryption technology to protect certain categories of personal data. Despite these precautions, no data security safeguards guarantee 100% security all of the time.

  8. 8. Notification

    IntelliBoard notifies Individual Customers about its adherence to the EU-US Privacy Shield and Swiss-US Privacy Shield principles through its publicly posted website privacy policy, available at: http://www.intelliboard.net/privacy and take Individual customers approval and adherence to the current policy when they provide their information to us in the transactional process.

  9. 9. Accessing Personal Data

    IntelliBoard personnel may access and use Personal Data only if they are authorized to do so and only for the purpose for which they are authorized.

  10. 10. Right To Access, Change Or Delete Personal Data
    • Right to Access. Individual Customers have the right to know what Personal Data about them is included in the databases and to ensure that such Personal Data is accurate and relevant for the purposes for which IntelliBoard collected it. Individual Customers may review their own Personal Data stored in the databases and correct, erase, or block any data that is incorrect, as permitted by applicable law and IntelliBoard policies. Upon reasonable request and as required by the Privacy Shield principles, IntelliBoard allows Individual Customers access to their Personal Data, in order to correct or amend such data where inaccurate. Individual Customers may edit their Personal Data by logging into their account profile or by contacting IntelliBoard by phone or email. In making modifications to their Personal Data, Data Subjects must provide only truthful, complete, and accurate information. To request erasure of Personal Data, Individual Customers should submit a written request to local IntelliBoard office.
    • Requests for Personal Data. IntelliBoard will track each of the following and will provide notice to the appropriate parties under law and contract when either of the following circumstances arise: (a) legally binding request for disclosure of the Personal Data by a law enforcement authority unless prohibited by law or regulation; or (b) requests received from the Data Subject. If IntelliBoard receives a request for access to his/her Personal Data from an Individual Customer, then, unless otherwise required under law or by contract with such Individual Customer, IntelliBoard will refer such Data Subject to the Individual Customer.
    • Satisfying Requests for Access, Modifications, and Corrections. IntelliBoard will endeavor to respond in a timely manner to all reasonable written requests to view, modify, or inactivate Personal Data.
  11. 11. Changes To This Policy

    This Policy may be amended from time to time, consistent with the Privacy Shield Principles and applicable data protection and privacy laws and principles. We will make employees available of changes to this policy either by posting to our intranet, through email, or other means. We will notify Customers if we make changes that materially affect the way we handle Personal Data previously collected, and we will allow them to choose whether their Personal Data may be used in any materially different manner.

  12. 12. Questions Or Complaints

    EU and Swiss Individual customers may contact IntelliBoard with questions or complaints concerning this Policy at the following address: privacyshield@intelliboard.net

  13. 13. Enforcement And Dispute Resolution

    In compliance with the US-EU and Swiss-US Privacy Shield Principles, IntelliBoard commits to resolve complaints about your privacy and our collection or use of your personal information. EU and Swiss individuals with questions or concerns about the use of their Personal Data should contact us at: privacyshield@intelliboard.net .

    If a Customer's question or concern cannot be satisfied through this process IntelliBoard has further committed to refer unresolved privacy complaints under US-EU Privacy Shield and Swiss-US Privacy Shield to an independent dispute resolution mechanism operated by the Council of Better Business Bureaus.

    If you do not receive timely acknowledgement of your complaint, or if your complaint is not satisfactorily addressed by IntelliBoard, EU and Swiss individuals may bring a complaint before the BBB EU and Swiss Privacy Shield program can be found at: www.bbb.org/EU-privacy-shield/for-eu-consumers/ . Finally, as a last resort and in limited situations, EU and Swiss individuals may seek redress from the Privacy Shield Panel, a binding arbitration mechanism.

    In compliance with the Privacy Shield Principles, IntelliBoard commits to resolve complaints about our collection or use of your personal information. EU individuals with inquiries or complaints regarding our Privacy Shield policy should first contact IntelliBoard at:

    IntelliBoard, Inc PO Box 474, Monroe, CT 06468 privacyshield@intelliboard.net

    IntelliBoard has further committed to cooperate with the panel established by the EU data protection authorities (DPAs) with regard to unresolved Privacy Shield complaints concerning data transferred from the EU.

  14. 14. Defined Terms

    Capitalized terms in this Privacy Policy have the following meanings:

    "Individual Customer" means an Individual customer or client of IntelliBoard from EU or Switzerland. The term also shall include any individual agent, representative, of an individual customer of IntelliBoard and all employee of IntelliBoard where IntelliBoard has obtained his or her Personal Data from such Individual Customer as part of its business relationship with IntelliBoard.

    "Data Subject" means an identified or identifiable natural living person. An identifiable person is one who can be identified, directly or indirectly, by reference to a name, or to one or more factors unique to his or her personal physical, psychological, mental, economic, cultural or social characteristics. For Customers residing in Switzerland, a Data Subject also may include a legal entity.

    "Employee" means an employee (whether temporary, permanent, part-time, or contract), former employee, independent contractor, or job applicant of IntelliBoard or any of its affiliates or subsidiaries, who is also a resident of a country within the European Economic Area.

    "Europe" or "European" refers to a country in the European Union.

    "Personal Data" as defined under the European Union Directive 95/46/EC means data that personally identifies or may be used to personally identify a person, including an individual's name in combination with country of birth, marital status, emergency contact, salary information, terms of employment, job qualifications (such as educational degrees earned), address, phone number, e-mail address, user ID, password, and identification numbers. Personal Data does not include data that is de-identified, anonymous, or publicly available. For Switzerland, the term "person" includes both a natural person and a legal entity, regardless of the form of the legal entity.

    "Sensitive Data" means Personal Data that discloses a Data Subject's medical or health condition, race or ethnicity, political, religious or philosophical affiliations or opinions, sexual orientation, or trade union membership.

    "Third Party" means any individual or entity that is neither IntelliBoard nor an IntelliBoard employee, agent, contractor, or representative.

Effective date: January 10, 2020

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