BOARDROOM ONE

END USER LICENSE AGREEMENT

READ THIS END USER LICENSE AGREEMENT (EULA) (“EULA”) CAREFULLY BEFORE ACCESSING AND/OR USING THE BOARDROOM ONE PLATFORM AND RELATED DOCUMENTATION, IF ANY, (COLLECTIVELY, THE “PLATFORM”).

THIS EULA CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN “BOARDROOM ONE” AND THE USER OF THE PLATFORM.  “USERS” CAN BE PARTNERS, MEMBERS OR GUESTS ON THE PLATFORM.  PARTNERS AND MEMBERS ARE INDIVIDUALS, BUSINESSES OR ENTITIES WHO HAVE BEEN AUTHORIZED BY BOARDROOM ONE TO ACCESS AND USE THE PLATFORM AS AN END USER, IN COMPLIANCE WITH THE SUBSCRIPTION AGREEMENT AND/OR THIS EULA.  GUESTS ARE NON-MEMBER INDIVIDUALS GRANTED TEMPORARY, LIMITED ACCESS TO THE PLATFORM.

BY USING OR ACCESSING THE PLATFORM AND CLICKING “AGREE” AT THE END OF THIS DOCUMENT, USER UNCONDITIONALLY ACCEPTS THIS EULA EFFECTIVE AS OF THAT DATE (“EFFECTIVE DATE”).  IF USER DOES NOT AGREE TO THE TERMS OF THIS EULA, USER MAY NOT USE OR ACCESS THE PLATFORM.

The Platform Product is licensed and NOT sold to Licensee. This Platform Product is protected by U.S. and International copyright laws and treaties, as well as other U.S. and International laws and treaties, both statutory and common law, related to other forms of “Intellectual Property”, including but not limited to patents, trade secrets, trademarks or any other recognized forms of common law or statutory proprietary protection. Boardroom One LP (“Licensor”), or its parent, subsidiaries, affiliates, and associated entities (collectively "Licensor"), owns and/or holds all right, title and/or interest in and to all Intellectual Property rights in the Platform Product. In the event certain portions, modules or components of the Platform Product require incorporation of third-party software (which third-party software will be specifically identified to Licensee by Licensor); Licensor has obtained rights to and holds rights in such third-party software under third-party license grants to such certain third-party software Intellectual Property, which grant of rights are consistent with the rights authorized hereunder with respect to the access and/or use of the Platform Product or, alternately, Licensee shall obtain such third-party license with terms that are consistent with the requirements hereunder. The Platform Product, and any access and/or use thereof, is subject to all the terms and conditions of this Agreement and rights and interests, which may be asserted, under applicable Intellectual Property protections.

1. License and Access Grant. Boardroom One has granted Partner a non-exclusive, non-sublicensable, non-transferable, revocable limited right to access and/or use the Platform pursuant to the Subscription Agreement, which governs if in conflict with this EULA. Boardroom One grants Members and Guests a non-exclusive, non-sublicensable, non-transferable, revocable limited right to access and/or use the Platform. User is not authorized to use, interface or facilitate interoperability of the Platform. User is not authorized to network, timeshare, lease, distribute, disseminate or make available, in any manner, the Platform to any third party. User shall not be permitted to alter, modify, or change, in any way; copy or reproduce; create derivative works of; or disassemble, reverse engineer, decompile or otherwise derive the source code of the Platform. No other intellectual property rights or interests are granted, either express or implied, by the provision of the Platform. No proprietary notices may be altered or removed on the Platform or any work products derived therefrom. User is not authorized to record or share activities or communications that occur in Rooms on the Platform. Boardroom One may at any time remove access rights to the Platform or require User and Partner to change their passwords if Boardroom One determines, in its sole discretion, that User and Partner’s use or access to the Platform poses a threat to the Platform, to others’ use of the Platform or of a violation of law. Boardroom One will restore connectivity and functionality as soon as practicable after it identifies and neutralizes the threat and implements any measures to ensure the threat does not reoccur.
2. Updates/Maintenance/Support/Customized Services. Unless otherwise agreed in writing, Boardroom One shall not be obligated during the EULA term to provide error corrections, bug fixes or updates to the Platform; to provide training, maintenance or support for the Platform nor provide any customized services; or to provide new versions or releases.
3. Confidential and/or Proprietary Information. All right, title and interest (including all intellectual property rights embodied therein) in and to the Platform and will remain the sole and exclusive property of Boardroom One. This EULA grants User no title or right of ownership in or to the Platform, or any component thereof including source code, or to any associated materials, documentation, intellectual property, or in or to any derivates of the Platform, enhancements, modifications or improvements thereto. Partner and User will not, at any time, take or cause any action, which would be inconsistent with or tend to impair the rights of Boardroom One or its affiliates in the Platform. Partner and User may not remove or alter any of Boardroom One’s proprietary or copyright notices, trademarks or logos. User shall consider the Platform (including the source code and associated code listings) and Boardroom One intellectual property, including all related technical and business information, whether disclosed in oral, visual or written form, to be confidential and proprietary to Boardroom One. User shall maintain confidentiality of all such confidential information, and without obtaining the written consent of Boardroom One, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through User’s or Partner’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section.
4. Warranty / Disclaimer of Warranties. THE SOFTWARE IS PROVIDED "AS IS" AND USER’S USE OF THE PLATFORM IS AT ITS OWN RISK.   ALL WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, TITLE OR NON-INFRINGEMENT OR CLAIMS OF INFRINGEMENT, MISAPPROPRIATION, MISUSE OR UNAUTHORIZED USE FROM A THIRD PARTY ARE EXCLUDED FROM THIS EULA TO THE FULLEST EXTENT PERMITTED BY LAW. BOARDROOM ONE MAKES NO WARRANTY AND SHALL NOT BE LIABLE FOR ANY INFORMATION PROVIDED THROUGH THE PLATFORM BY ANY PARTNER, USER OR OTHER AUTHORIZED CONTRIBUTOR.

BOARDROOM ONE MAKES NO WARRANTY THAT THE PLATFORM WILL MEET USER’S REQUIREMENTS OR OPERATE UNDER USER’S SPECIFIC CONDITIONS OF USE. BOARDROOM ONE MAKES NO WARRANTY THAT OPERATION OF THE PLATFORM WILL BE SECURE, ERROR FREE, BUG FREE OR FREE FROM INTERRUPTION. USER MUST DETERMINE WHETHER THE PLATFORM SUFFICIENTLY MEETS USER’S REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. USER SHALL BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE PLATFORM TO MEET END USER’S REQUIREMENTS. BOARDROOM ONE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OR CORRUPTION OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE OR IN CONNECTION WITH THE PLATFORM THAT IS ACCESSED AND USED BY USER. END USER SHALL ASSUME ENTIRE LIABILITY FOR ANY OF USER’S DATA OR INFORMATION WHICH IS USED OR PROCESSED IN CONNECTION WITH THE PLATFORM. 5. Limitation of Remedies / Limitation of Liability and Damages / Indemnity. BOARDROOM ONE WILL NOT BE LIABLE FOR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION OR TO ANY THIRD PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO USER INFORMATION OR OTHER DATA AND INFORMATION PROVIDED TO BOARDROOM ONE OR PLACED ON THE PLATFORM BY USER. IN NO EVENT WILL (A) BOARDROOM ONE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE PLATFORM; AND (B) BOARDROOM ONE’S TOTAL CUMULATIVE LIABILITY TO USER EXCEED THE AMOUNT PAID BY USER, IF ANY, TO BOARDROOM ONE UNDER THE EULA DURING THE PREVIOUS 12-MONTH PERIOD.

USER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS BOARDROOM ONE FROM ALL CLAIMS, JUDGMENTS, LIABILITIES, EXPENSES, OR COSTS (INCLUDING ATTORNEY’S FEES AND LITIGATION COSTS) THAT BOARDROOM ONE MAY SUFFER OR INCUR FROM CLAIMS ARISING OUT OF USER’S BREACH OF USERS’ REPRESENTATIONS, WARRANTIES, OBLIGATIONS, COVENANTS OR AGREEMENTS UNDER THIS EULA, OR ARISING OUT OF MATERIAL OR DATA PROVIDED BY USER. 6. Termination. This EULA shall commence on the Effective Date remain in force and effect for the duration of the Term of the Agreement or for so long as User continues to use the Platform unless Partner or Boardroom One terminate the Subscription Agreement in accordance with its terms; or Boardroom One terminates User’s access and use of the Platform under this EULA in the event of a breach by User. This Section contains the parties’ exclusive termination rights. Termination of the Agreement or the EULA will relieve Boardroom One of all obligations to provide User access to the Platform and any licenses granted under the Agreement or the EULA will immediately cease. 7. Other Provisions. a. ****This EULA, and any understandings explicitly referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written understandings between the parties concerning the subject matter hereof. In the event of conflict between this EULA and the Subscription Agreement between Boardroom One and Partner, the Subscription Agreement shall prevail and supersede this EULA. The provisions of this EULA are severable; and if any provision shall be deemed invalid or unenforceable, the applicability or validity of any other provision of this EULA shall not be affected, and if any such provision shall be deemed invalid or unenforceable in any respect, this EULA shall be construed as if such invalid or unenforceable provisions are not contained in this EULA.

b. Boardroom One reserves the right to modify this EULA at any time and without notice, and at the discretion of Boardroom One. Any such changes shall be posted to the Boardroom One site at https://bit.ly/b1-EULA and shall include the last updated date. It is the User’s responsibility to periodically review the most recently updated EULA. User’s continued use of the Platform indicates User’s agreement to be bound by the updated terms of the EULA.

c. User shall not, without Boardroom One’s prior written consent transfer, assign or delegate this EULA, or any rights or duties hereunder, directly, indirectly, by operation of law, or otherwise. Any prohibited assignment is void. This EULA shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

d. User acknowledges that its information may be used by Boardroom One in accordance with Boardroom One’s Privacy Policy found at https://bit.ly/b1-Privacy. The Privacy Policy is hereby incorporated into the EULA by reference.

e. Boardroom One reserves the right, upon reasonable notice and during normal business hours, to conduct an audit of User’s access and use of Platform to verify compliance with this EULA.

f. No failure or delay by either party in exercising any right or remedy under this EULA shall be construed as a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further or other exercise of such right or remedy. All rights and remedies under this EULA are cumulative and shall not be deemed exclusive of any other rights or remedies provided by law.

g. This EULA shall be governed by the laws of the State of Nevada and of the United States, as applicable, without regard to the applicability of the principles of conflicts of law, and any dispute between the parties shall be adjudicated in the competent courts in Clark County, Nevada. Boardroom One shall be entitled to seek all available legal and equitable remedies available. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply to this EULA or to any sale or other transaction hereunder and the Uniform Computer Information Transaction Act (“UCITA”) shall not apply to this EULA or any sale or transaction hereunder.

I AGREE TO THE TERMS OF THIS END USER LICENSE AGREEMENT.