Quorum Paperless Board Meeting Terms and Conditions of Use
The Quorum Paperless Board Meeting website, including the online applications at https://quorum.sparqdata.com/, (together, the “Site”) are provided by ASBSD (“Supplier”) under these Terms and Conditions of Use (“Terms”). As used in these Terms, “Supplier” shall also include its third-party business partners, resellers, and vendors that supply, operate, or otherwise make Quorum Paperless Board Meeting or the Site available to subscribers and users.
These Terms supplement any written Quorum Paperless Board Meeting subscription agreement entered into between you and Supplier. In the event of any conflict between these Terms and any overarching subscription or other written agreement entered into with Supplier, the overarching written agreement shall prevail. Subject to the foregoing, your use of the Site constitutes acceptance of these Terms. Please read these Terms carefully. If you do not accept these Terms, your use of the Site is not authorized by Supplier.
These Terms apply to the use of any resources made available through the Site, including message boards, forums, published content, and secured material through password-protected areas of the Site. These Terms apply to your use of the Site in any manner, including on behalf of your Quorum Paperless Board Meeting subscriber organization or in your personal or other capacity.
Use of Content
The Site is copyright-protected. Unless otherwise stated, copyrights or similar proprietary rights are reserved for all material presented on the Site, including but not limited to audio and video clips, graphics, and links. You may not copy, publish, distribute, or sell any content you obtain from this Site without permission from the Supplier, subscriber, or other authorized publisher of said content.
You shall not upload, enter, or submit any material or content to the Site that is subject to or may infringe upon the intellectual property or proprietary rights of any third party. You grant Supplier a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, archive, store, publish, transmit, distribute, and reproduce, and to create derivative works from, any and all content or information you post, upload, provide, or create using the Site for the limited purpose of providing Quorum Paperless Board Meeting or ASBSD services.
Rules of Conduct
You agree to use the Site for lawful purposes only. You may not use this Site to transmit any content that Supplier deems as abusive, vulgar, obscene, hateful, fraudulent, unlawful, threatening, harassing, or defamatory. Content includes, but is in no way limited to, content that is viewable by others on the Site, comments, and artwork. Any use of, or conduct relating to, this Site that is not authorized by these Terms is prohibited. Please see the “Prohibited Conduct” section for further specific prohibitions.
Links to External Websites
You may establish a link from a website that is owned by you to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our prior written consent. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. Supplier reserves the right to withdraw linking permission without notice.
A live chat feature may be available to you in some areas of the Site. If you choose to access this feature, information that you provide may be processed and/or stored by the third-party provider of this feature, subject to the privacy practices of the provider. By participating in a chat session, you consent to the policies of the provider of the chat services and permit the provider to process and/or store the information you provide during the chat session.
Password-Protected Portions of the Site
Certain portions of the Site are provided on a login-and-password-only basis to authorized users. All login credentials and passwords shall be treated as strictly confidential and for use only by the authorized user. Each user is responsible for any activity on the Site that is accomplished through the login credentials and password of user. Please request a change of password immediately if you become aware of any security compromise concerning your password.
Supplier may maintain social media sites on or through services such as Facebook, Twitter, Instagram, and Pinterest. Your use of each of Supplier’s pages or offerings through each of those services is subject to these Terms, as well as the terms and policies covering each of those respective services. Information you post to any social media site may be published or used in accordance with the site’s terms and policies. We may disable all or any social media features and any links at any time, without notice, in our discretion.
Availability and Services
Supplier’s goal is for continuous access, 24 hours per day, to the Site. However, there may be times when the Site is unavailable due to routine maintenance. Maintenance times are selected after identifying peak usage times to avoid the Site being down during those periods. Certain portions of the Site are regularly available only between the hours of 6 a.m. and 12 a.m., Central Time. Unless agreed in writing otherwise, Supplier reserves the right at any time to modify or discontinue the Site or any features or components of the Site, temporarily or permanently, for any reason. Without limiting the foregoing, you agree that Supplier, in its sole discretion, may terminate your access to the Site if Supplier believes that you have violated these Terms. Subject to the terms of any written agreement between us, you agree that any termination of your access to the Site or any deletion of information may be carried out without prior notice.
We are committed to providing an accessible Site for users with disabilities. We are constantly working to comply with current WCAG (Web Content Accessibility Guidelines) standards for website accessibility. However, we are unable to guarantee that the Site will be always fully compatible with all web browsers designed to assist individuals with disabilities. If you are having difficulty accessing content within the Quorum Paperless Board Meeting application, please contact the Quorum Paperless Board Meeting subscriber/account holder to request the content in an alternative format or for other reasonable accommodation.
If you are having difficulty with the navigation of the Site, please contact us in any of the following ways: (605)773-2500 or email@example.com
Reliance on Materials
Supplier may make resource materials available to you through the Site, including information about agenda development, how to conduct a meeting, and parliamentary procedure. All such materials are provided for convenience and informational purposes only. None of the materials are intended to serve as legal advice and may not be relied upon to meet your needs.
Supplier collects IP addresses (the internet address of a computer) and analyzes this data for trends and statistics about page viewing frequency and sequence to improve the Site. Supplier may, in some circumstances, link your IP address to personally identifiable information about you, and, if necessary, an IP address (including yours) can and will be used to identify anyone responsible for threatening the integrity or security of the Site or our computer systems and information networks.
You may have the ability to accept or decline cookies. Most web browsers automatically accept cookies, but you usually can modify your browser settings to decline them. Alternatively, you may be able to modify your browser settings to notify you each time a cookie is tendered, allowing you to accept or decline cookies on an individual basis. If you choose to decline cookies, however, you may not have access to the full functionality of the Site.
The Quorum Paperless Board Meeting® mark, and all related product and service names, including Quorum Paperless Board Meeting, and attendant logos, designs, and slogans, are trademarks of ASBSD or its affiliates or licensors. You must not use such marks without the prior written permission of ASBSD. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners or licensors. Any unauthorized use or misuse of this intellectual property or unauthorized use of content on the Site will be subject to all appropriate remedies, including appropriate legal action.
Please review the Terms periodically, as we may update them from time to time. All changes are effective immediately upon posting on the Site.
In connection with your use of the Site you may not:
- deliver content that contains software viruses or any other code, files, or programs designed to damage or disrupt any software, hardware, or equipment;
- post, upload, or create any content that infringes the intellectual property rights, including copyrights, of others;
- upload any content containing an image, likeness, or audio or visual recording of an individual without permission to do so;
- post, upload, or create any content that is obscene or violates any privacy rights of any individual;
- harm, defame, or harass any individual; or
- do anything that gives rise to civil or criminal liability.
In addition, you may not:
- attempt to modify or alter the Site;
- attempt to use the Site other than for its intended purposes;
- attempt (including through the use of any device, software, or routine) to interfere with the proper functioning of the Site;
- attempt to circumvent a technological measure that controls or impacts access to the Site;
- take any action that imposes, as determined within Supplier’s sole discretion, an unreasonable or disproportionately large or otherwise overly burdensome load on the infrastructure or networks utilized by the Site;
- violate any applicable law or regulation in connection with the use of the Site; or
- copy or distribute any content from the Site in any manner (including, but not limited to through the use of any manual process, device, or any robot, spider, or other automatic process), other than permissible copying from a subscriber’s account or as authorized by Supplier.
Limitations of Liability
Supplier does not guarantee that the Site or any services provided through the Site will be uninterrupted or error-free. Services are provided on an “as is,” “as-available” basis. Supplier does not guarantee that any document or file available for downloading is free of viruses or similar contamination or destructive features.
TO THE FULLEST EXTENT PERMITTED BY LAW AND ANY OTHER WRITTEN AGREEMENT WITH SUPPLIER:
(A) SUPPLIER SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING UNDER THESE TERMS OR ASSOCIATED WITH YOUR USE OF THE SITE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA, LACK OR LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE; AND
(B) THE MAXIMUM AGGREGATE LIABILITY OF ANY KIND ARISING UNDER OR RELATING TO THESE TERMS, THE PRODUCTS OR SERVICES SHALL BE ONE HUNDRED UNITED STATES DOLLARS ($100.00). THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT, OR ANY OTHER LEGAL THEORY; MOREOVER, THESE LIMITATIONS WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
DMCA Compliance / Take Down Rights
Consistent with our commitment to the protection of intellectual property rights, in connection with any content or material posted by users of or visitors to the Site (“User Materials”), Supplier complies with the protections and notice and take-down provisions of the Digital Millennium Copyright Act (“DMCA”). If you are a copyright owner or an agent thereof and believe that any User Material infringes upon your copyright, you may submit a notification pursuant to the DMCA by providing our copyright agent with the following information in writing:
- identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Supplier to locate the material;
- information reasonably sufficient to permit Supplier to contact you, such as an address, telephone number, and, if available, an electronic mail address;
- a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Supplier reserves the right to terminate the account of and/or suspend access privileges of any repeat infringer, and it is the policy of Supplier to terminate the subscriber or user account of repeat copyright infringers, when appropriate.
Notifications of claimed infringement should be sent to Supplier's designated copyright agent to receive notifications of claimed infringement,
(605)773-2500 or firstname.lastname@example.org
Any content that you create or upload belongs to the Organization and you only have access to this information so long as you have authorization from the Organization.
Unless a written agreement with Supplier specifically provides otherwise, the laws of the State of Nebraska, excluding its conflicts of law rules, shall govern these Terms, and you hereby irrevocably agree that all claims or disputes arising out of or in connection with these Terms shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of Nebraska, County of Lancaster, and you waive any objection to personal jurisdiction or the propriety or convenience of venue in such courts.
The owner of the Site is based in the State of Nebraska in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries or territories. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with laws relating thereto.
These Terms are the complete and exclusive statement of the agreement with respect to the subject matter hereof and supersede all other communications or representations or agreements (whether oral, written, or otherwise) relating thereto. In the event of an actual irreconcilable conflict or inconsistency among the provisions of these Terms and the terms of a Quorum Paperless Board Meeting subscription agreement applicable to your use of the Site, the terms of the subscription agreement shall take precedence in reconciling the conflict or inconsistency unless Supplier specifically agrees in writing otherwise. The failure of Supplier to require performance of any provision of these Terms in no manner shall affect its right at a later time to enforce the same. No waiver by Supplier of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other such breach, or a waiver of any other breach of these Terms.
If any provision of these Terms shall to any extent be held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of these Terms shall in no way be affected or impaired thereby and each such provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality, or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein. The section headings in these Terms are for convenience only and shall have no legal or contractual effect.
BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.