Effective Date: [December 4, 2025]
Last Updated: [December 4, 2025]
1. Introduction
Welcome to Boardwalktech. By clicking “Accept,” or by registering for or using Boardwalktech’s services (the “Service”), you agree to be bound by this Agreement. If you are entering this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity; in that case, “you” or “your” refers to that entity.
This Agreement (including any applicable Order Form, Privacy Policy, Security Policy, or other documents incorporated by reference) governs your access to and use of the Service.
2. Definitions
- Service / Software: The particular edition or module of Boardwalktech’s collaboration, enterprise reporting, data-management, and related software products made available to you.
- Content: All software, documentation, data, materials, user interfaces, visuals, and other information provided by Boardwalktech to you through the Service.
- Customer Data: All data, documents or information that you or your users submit to the Service.
- User(s): Individuals authorized by you (e.g., employees, contractors) who access the Service under your account.
- Order Form: The written (or electronic) form specifying the Service edition, number of licenses, fees, billing term, and other relevant terms, incorporated into this Agreement.
- License Term / Initial Term: The contract period stated on the Order Form.
- Boardwalktech Technology: All proprietary technology, software, processes, algorithms, designs, know-how, and other tangible or intangible materials used by Boardwalktech to provide the Service to you.
3. Privacy, Security & Data Compliance
- Your use of the Service is subject to our Privacy Policy and Security Policy (available at [link to updated privacy/security page]).
- We may update those policies from time to time. We will notify users of material changes.
- You are responsible for complying with applicable data protection laws and regulations (e.g., data-privacy, export controls, privacy laws in your jurisdiction) in your use of the Service.
4. License Grant & Restrictions
- Boardwalktech grants you a non-exclusive, non-transferable, worldwide license to use the Service, solely for your internal business purposes and in accordance with this Agreement.
- license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Service, Software, or Content;
- modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Software;
- copy, “frame,” mirror, or reproduce Content on any other server or device;
- use the Service to store or transmit unlawful, infringing, harmful, or malicious content (viruses, malware, etc.);
- interfere with the integrity or performance of the Service or attempt unauthorized access to the Service or its systems.
User licenses are individual; licenses may be reassigned only when a user leaves or changes role, not shared concurrently across multiple users.
5. User Obligations & Acceptable Use
- You are responsible for all activity under your account and must comply with all applicable laws, including data protection and export regulations.
- You must promptly notify Boardwalktech of any unauthorized use or security breach, and take all reasonable steps to stop or mitigate any unauthorized use or distribution of Content.
- You must maintain accurate account and billing information and update it within 30 days of any change.
6. Data Storage, Ownership & Rights
- Boardwalktech retains all rights, title, and interest in the Boardwalktech Technology, the Service, and the Content. Nothing in this Agreement transfers ownership to you.
- You retain ownership of your Customer Data. Upon termination (or expiry) you may request a data export. Boardwalktech will make available a file of your Customer Data within 30 days of termination (if requested at that time). After 30 days, Boardwalktech may permanently delete your data.
- Boardwalktech and its licensors do not grant you any rights to trademarks, trade names, or branding (e.g., “Boardwalktech”, logos, product names).
7. Third-Party Services & Integrations
- Use of any third-party software, services, or integrations in conjunction with the Service is at your discretion and risk. Boardwalktech is not responsible for third-party terms, performance, or reliability.
- If a third-party provider discontinues support or compatibility, Boardwalktech may discontinue relevant features without liability to you.
8. Fees, Payment & Billing Terms
- You agree to pay all fees as specified in the applicable Order Form, in accordance with the billing terms. Unless otherwise stated, payment is made annually in advance or quarterly via credit card or approved purchase order.
- All fees are non-cancelable and non-refundable, even if licenses are not actively used.
- Additional licenses added mid-term will be billed at the then-current rate and will be coterminous with existing licenses.
- Boardwalktech reserves the right to modify fees or introduce new charges, with no less than 30 days’ prior notice via email or other contact method.
- All fees exclude applicable taxes, duties, or levies, which are your responsibility.
9. Suspension and Termination; Delinquency
- If your account becomes delinquent, Boardwalktech may suspend or terminate your access, impose interest on overdue amounts (e.g., 1% per month or the maximum allowed by law), and charge any unpaid fees.
- Fees continue to accrue for licensed but unused User seats during suspension.
- Boardwalktech may impose a reconnection fee if service is reinstated.
- Boardwalktech has no obligation to retain Customer Data after 30 days of delinquency; such data may be permanently deleted.
10. Renewal and Term; Termination by Either Party
- Unless otherwise agreed, the Agreement renews automatically at the end of the Initial Term for successive terms equal to the Initial Term (or one year if the Initial Term is longer than one year), at then-current fees.
- Either party may terminate or reduce licenses effective at the next renewal by providing written notice at least five (5) business days prior to the next invoice.
- Upon termination (other than for your breach), if requested at the time of termination, Boardwalktech will provide a file of your Customer Data within 30 days.
11. Termination for Cause
- Boardwalktech may terminate your access immediately if you breach Section 4 (License Restrictions) or:
- upon 30 days’ prior written notice if you breach other provisions and fail to cure within that period.
12. Representations, Warranties & Disclaimer
- Each party represents they have the legal authority to enter this Agreement.
- Boardwalktech will provide the Service consistent with general industry standards and in substantial conformity with its published documentation under normal use.
- You represent that your account and billing information is accurate and that you have not misrepresented your identity or role.
- EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND — including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted/ error-free operation.
13. Limitation of Liability
- Neither party (nor licensors) will be liable for indirect, consequential, special, incidental, or punitive damages (including loss of data, revenue, profits, or business opportunity), even if advised of the possibility of such damages.
- Aggregate liability for any claim will not exceed the amount paid by you to Boardwalktech in the 12 months preceding the event giving rise to the claim.
- Some jurisdictions do not allow certain disclaimers or limitations — if so, certain exclusions or limitations may not apply to you.
14. Export Controls & Compliance
- You acknowledge that Boardwalktech’s Service and technology may be subject to U.S., Swiss, EU (and other applicable) export control laws, embargoes, sanction lists, and other trade regulations.
- You agree not to export, re-export, or use the Service in any location, for any persons, or for any purpose prohibited by applicable export laws.
- If you access the Service from outside the U.S., Switzerland, or the EU, you are solely responsible for compliance with all applicable laws in your jurisdiction.
15. Notices
- Boardwalktech may provide notice via (a) general notice on the Service; (b) email to your registered address; or (c) mailed letter or prepaid post — deemed effective 12 hours after email or 48 hours after mailing.
- You may provide notice to Boardwalktech via confirmed email, fax, overnight courier, or first-class mail to the address on record, or to any updated address Boardwalktech provides.
16. Assignment; Change in Control
- You may not assign this Agreement without prior written consent from Boardwalktech.
- Boardwalktech may assign this Agreement (without your consent) to a parent, subsidiary, successor by merger, or acquirer of assets. Any assignment by you without consent is void.
17. Governing Law; Dispute Resolution
- This Agreement is governed by the laws of the State of California, U.S., without regard to conflict-of-law principles, and federal law where applicable.
- Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in [appropriate county — e.g., Santa Clara County or San Francisco County], California.
18. Severability; Waiver; Entire Agreement
- If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect, and the provision will be construed to reflect as closely as possible the original intent.
- Failure by Boardwalktech to enforce any right or provision will not constitute a waiver unless acknowledged in writing by Boardwalktech.
- This Agreement, together with any applicable Order Form, constitutes the entire agreement between you and Boardwalktech, superseding all prior or contemporaneous agreements, whether oral or written, regarding the subject matter hereof.
