Introducing Modern Leadership

Director Network – Terms and Conditions

Last Updated: July 15, 2020

These Terms and Conditions (“Terms”) govern your use of the Diligent Director Network service (“Director Network”). By registering with, entering, or using our Director Network service, you agreeing to enter into a legally binding contract with Diligent Corporation (“Diligent”, “we”, “our”, or “us”). If you do not agree to these Terms, do not register with, enter, or use the Director Network.

THESE TERMS AND CONDITIONS CONTAIN A PROVISION THAT GENERALLY REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE SEE THE APPLICABLE LAW AND DISPUTE RESOLUTION SECTION BELOW FOR ADDITIONAL INFORMATION.

Diligent offers many services, including to Users and Members of Director Network. To the extent you have entered into a separate agreement with Diligent (e.g., the Diligent General Terms and Conditions), your use of Director Network is subject to both that separate agreement and these Terms, including but not limited to sections of that separate agreement on Disclaimers, Limitation of Liability, and Indemnity. Where these Terms conflict with your separate agreements with us, these Terms will supersede with respect to your use of Director Network.

The personal information maintained in Director Network is collected and used in accordance with the Diligent Privacy Policy and applicable law. Please review the Diligent Privacy Policy (available here) to better understand how we collect and use personal information through Director Network, including how we may share your personal information with our business partners and clients, including other Director Network members.

Users & Members

Users. “Users” are our clients and business partners who access the personal information of our Members when using Director Network on behalf of their organizations. If you enter or use Director Network on behalf of your organization, you represent to Diligent that you have the authority to bind your organization to these Terms. If you do not have such authority, you may not enter or use Director Network. By entering or using Director Network, Users agree not to use Director Network in any way that is inconsistent with the Diligent Privacy Policy.

Members. “Members” are individuals who have registered to use Director Network, including by providing their personal information for display within Director Network. Director Network is a free service that does not require monetary payment for registration. Members must be at least 18 years old, or the age of legal majority in their jurisdiction of residence, to register with, enter, or use Director Network.

Accessibility. We may, in our sole discretion, cease to offer Director Network or refuse to offer participation in Director Network to any person. We may also change the eligibility criteria at any time. We may revoke the right to access and use Director Network where any of these Terms is prohibited or conflicts with any applicable law.

By using Director Network, you are granting Diligent and our affiliates a non-exclusive license that is worldwide, transferable, and sublicensable to use, copy, modify, distribute, augment, publish, and process the information and content that you provide to Director Network without any further consent, notice, and/or compensation to you or others. You agree that we have no obligation to store, maintain, or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in the Diligent Privacy Policy.

Communications

Member Communications. You agree that we will communicate with you within Director Network and through the contact information you provided us. You agree to keep your contact information up to date.

We may also permit Users and Members to communicate with other Users and Members through Director Network.

Claim Your Account. In some cases, you may receive communications from us inviting you to join Director Network based on nominations we receive from our Users and Members. Where these parties nominate you to join Director Network, they will communicate with you through our services using the contact information they have received from you.

If you are a Member of Director Network, you can update the types of communications you may receive from us here.

Employment Opportunities

Director Network connects organizations with open leadership positions with potential leadership talent. Diligent does not collect or provide information about Users or Members for the purpose of serving as a factor in establishing a person’s eligibility for employment purposes. Any employment decisions are made solely based on interactions directly between Members and Users.

Diligent may work with consultants to review and annotate profiles in Director Network, for example to designate certain Members as “Board Ready.” This designation is based on the personal information included in Members’ Director Network profile, and is based on objective criteria set forth by the consultants. Diligent and its affiliates do not make qualitative representations about its Members and do not participate in hiring decisions.

Members. This section applies to Members.

You agree that any rights you have under applicable laws, including but not limited to employment, equality, privacy, or anti-discrimination laws, the U.S. Fair Credit Reporting Act, any corresponding state laws, or any similar laws regulating consumer or credit reporting agencies in other countries, may only be asserted against a prospective employer and not Diligent or its affiliates.

Employment opportunities are provided within Director Network by third parties over whom Diligent does not exercise control. You acknowledge and understand that that Diligent has no control over the content of employment opportunities published within Director Network. We may suggest employment opportunities to you within Director Network, including those that we think are relevant to you based on information in your Director Network profile. Where we have suggested employment opportunities to you based on the information in your Director Network profile, you acknowledge that we are not responsible for the content of the employment opportunity. When you interact with employment opportunities published within Director Network, for example by clicking on an employment opportunity, you may leave Director Network and enter a third-party website. When leaving Director Network and entering a third-party website or service, you accept any terms and conditions imposed by that third party.

You may submit your personal information (e.g., information about your professional background) for jobs and board seats through Director Network.  Once you provide information to a prospective employer, Diligent does not have control over the prospective employer’s use or disclosure of your personal information, and is not responsible for the data practices of that prospective employer. Inquiries related to collection and use of your personal information by perspective employers should be directed to the prospective employer.

Users. This section applies to Users.

You agree that you are solely responsible for the content, such as employment opportunities, you publish within Director Network. Diligent acts as a platform provider and is not responsible for the content you publish to Director Network.

You acknowledge that Diligent has not conducted background checks on any Members, and does not make any representations regarding the accuracy or completeness of the Member information within Director Network.

Where you interact with Members, including collection of Members’ personal information and when Members respond to employment opportunities, you must (1) comply with all applicable laws, including but not limited to employment, equality, privacy, or anti-discrimination laws, the U.S. Fair Credit Reporting Act, any corresponding state laws, or any similar laws regulating consumer or credit reporting agencies in other countries, and (2) make clear that those interactions are pursuant to your own data privacy practices and that you do not act on behalf of Diligent.

Where you make employment decisions based on interactions with Members, you agree that you are solely responsible for those employment decisions and that Diligent does not participate in those employment decisions.

The remainder of the Terms apply to both Members and Users

Links to Third-Party Services

Director Network may contain links to, or allow you to connect and use, certain third-party products, services, or software (“Third-Party Services”, and each, a “Third-Party Service”) in conjunction with your use of Director Network. To take advantage of these features, you may be required to sign up or log into such Third-Party Service” or its respective websites or applications. You acknowledge that any use of such Third-Party Service is governed solely by the terms and conditions and privacy policy of such Third-Party Service, and that Diligent does not endorse, is not liable for, and makes no representations as to any Third-Party Service, its content, or the manner in which such Third-Party Service uses, stores, or processes any data. Certain features of Director Network may depend on the availability of these Third-Party Services and the features and functionality they make available to us. Diligent does not control Third-Party Service features and functionality, which may change without notice to Diligent or you. If any Third-Party Service stops providing access to some or all of the features or functionality currently or historically available to Diligent, or stops providing access to such features and functionality on reasonable terms, as determined by Diligent in its sole discretion, Diligent may stop providing access to certain features and functionality of Director Network. Diligent will not be liable to you for any refunds or any damage or loss arising from or in connection with any such change made by a Third-Party Service or any resulting change to Director Network. You irrevocably waive any claims against Diligent with respect to any Third-Party Services.

Indemnity

You agree to indemnify, defend, and hold harmless Diligent, its affiliates and its information providers from any third-party claim or liability (including any legal fees) arising out of your use of Director Network or violation of these Terms.

Disclaimer

DILIGENT, ITS AFFILIATES, AND ANY THIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS, CONDITIONS OR WARRANTIES REGARDING THE COMPLETENESS, VERACITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCURACY, OR NON-INFRINGEMENT OF DIRECTOR NETWORK OR ANY COMPONENT THEREOF, OR FOR ANY DELAYS, INTERRUPTIONS OR OMISSIONS. DIRECTOR NETWORK AND ANY COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND USE OF DIRECTOR NETWORK IS AT YOUR OWN RISK. DILIGENT, ITS AFFILIATES, AND ANY THIRD-PARTY PROVIDERS ARE NOT LIABLE FOR THE DATA, DATA STRUCTURE, METADATA, METRICS, CHARTS, GRAPHS, LITERATURE, OR OTHER CONTENT IN ANY FORM AND ANY DERIVATIVES THEREOF, (INCLUDING, WHERE APPLICABLE, ALL UPDATES TO THE FOREGOING) IN EACH CASE INCLUDED IN DIRECTOR NETWORK OR ANY DECISION OR CONSEQUENCE BASED ON USE OF THE FOREGOING. YOU ASSUME THE ENTIRE RISK OF ANY USE YOU MAY MAKE OF THE DATA.  IN NO EVENT SHALL DILIGENT, ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE DATA, BE LIABLE TO YOU, OR ANY OTHER PERSON, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE TERMS OR YOUR INABILITY TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF DILIGENT, ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF ANY OF THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.

Third Party Service Provider Terms

You shall not redistribute Director Network in any form or manner to any third party.  The Use of Director Network shall only be by Members or employees of Users and solely for internal business purposes or personal, non-commercial use.  You shall not permit anyone else to use Director Network to create securities products or indices based on Director Network or any portion thereof.  You shall not (i) alter, modify or adapt any component of Director Network, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works; or (ii) use Director Network to verify the accuracy of other data or to correct such other data; or (iii) resell or otherwise transfer or make Director Network, or any part or component thereof, available to any other person or organization (including, without limitation, to the extent you are not an individual, your present and future parent entities, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement.  You agree that Diligent’s third party service providers are third party beneficiaries to these Terms and may enforce the Terms against you as it relates to such third party service provider, but such third party service providers will not be liable to you for any direct or indirect damages with respect to Director Network or any matters arising under these Terms.

Governing Law and Dispute Resolution

Any dispute or claim in any way arising from or relating to your use of Director Network will, to the extent permitted by law, be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.

 

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms and Conditions as a court would.

• For customers in the United States: Any claim that either of us may have arising out of or relating to these Terms and Conditions (including THEIR formation, INTERPRETATION, APPLICABILITY, performance, or breach), our relationship with each other, or use of Director Network must be resolved through binding individual arbitration ADMINISTERED BY AND PURSUANT TO THE ARBITRATION RULES AND PROCEDURES ISSUED BY JAMS, available here. Arbitration hearings will be held in NEW YORK County, New York If this location is not convenient for you, please let us know and we will work to determine a mutually convenient location. Any disagreements regarding the forum for arbitration will be settled by the arbitrator. Each of us shall agree on one arbitrator to conduct the arbitration. In the event the parties cannot agree on an arbitrator, the arbitrator will be selected in accordance with the JAMS STREAMLINED rules.

 

As an exception to this arbitration provision, either you or Diligent may pursue in small claims court any claim that is within that court’s jurisdiction so long as such claims are brought only on an individual basis.  

 

Nothing herein shall be construed to preclude any party from seeking injunctive relief in the state and federal courts located in New York, in order to protect its rights pending an outcome in arbitration.

 

YOU AND DILIGENT AGREE THAT THE ARBITRATOR, AND NOT ANY FEDERAL, STATE, OR LOCAL COURT OR AGENCY (EXCEPT AS PROVIDED HEREIN), SHALL HAVE EXCLUSIV AUTHORITY TO RESOLVE ANY DISPUTES RELATING TO THE FORMATION, INTERPRETATION, APPLICABILITY, PERFORMANCE, OR BREACH OF THE TERMS AND CONDITIONS—INCLUDING THIS DISPUTE RESOLUTION PROVISION.  THE ARBITRATOR SHALL ALSO BE RESPONSIBLE FOR DETERMINING ALL THRESHOLD ARBITRABILITY ISSUES, INCLUDING ISSUES RELATING TO WHETHER THE TERMS AND CONDITIONS ARE UNCONSCIONABLE OR ILLUSORY AND ANY DEFENSE TO ARBITRARION, INCLUDING WAIVER, DELAY, LACHES, OR ESTOPPEL.

 

You and Diligent also agree to arbitrate in each of your and our individual capacities only, not as a representative or member of a class, and you and we expressly waive any right to file a class action or seek relief on a class basis.

 

If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in JAMS’ rules. Regardless of who initiates arbitration, Diligent will pay your share of arbitration fees (not including your attorneys’ fees) up to a maximum of $2,500. If the arbitrator rules against Diligent, in addition to accepting whatever responsibility is ordered by the arbitrator, Diligent will reimburse your reasonable attorneys’ fees and costs up to a maximum of $5,000, regardless of who initiated the arbitration, unless the arbitrator finds some or all of your claims to be frivolous or to have been brought in bad faith. In addition, if the arbitrator rules in Diligent’s favor, it will not seek reimbursement of our attorneys’ fees and costs, regardless of who initiated the arbitration, unless the arbitrator finds some or all of your claims to be frivolous or to have been brought in bad faith.

 

To help resolve any issues between us promptly and directly, you and Diligent agree to begin any arbitration within one year after a claim arises; otherwise, the claim is waived.

 

It is important that you understand that by entering into this agreement, both you and Diligent are each waiving the right to a trial by jury or to participate in a class action against the other party for claims that are covered by this “Governing Law and Dispute Resolution” section. The arbitrator’s decision will be conclusive and binding and may be entered as a judgment in any court of competent jurisdiction.

 

In the event that any provision of the agreement to arbitrate is held invalid or unenforceable, all other terms within the agreement to arbitrate shall remain in full force and effect.

The interpretation of these Terms and all matters related to these Terms will be construed in accordance with the laws of the State of New York without reference to the choice-of-law provisions of New York law. The Parties further agree that the Uniform Computer Information Transactions Act (UCITA) (as adopted or as may be adopted in the State of New York or any other jurisdiction) and the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms. In any legal action relating to these Terms, you agree to the exercise of jurisdiction over them by a state or federal court in New York. You agree that, if you bring any such action (to the extent permitted by this agreement), you shall do so in state court in New York, or in federal court in New York.

Changes to these Terms

We may modify these Terms from time to time. If we make material changes to these Terms, we will notify you of the changes through the communication channels described in these Terms. If you object to any changes, you may discontinue your use of Director Network by ending your membership by sending an email request to  DEINetwork@diligent.com. Your continued membership of Director Network after we publish or send a notice about changes to these Terms means that you consent to the updated terms as of their effective date.

How to Contact Us

We welcome any questions or feedback related to the Direct Network. To contact us, please reach out to DEINetwork@diligent.com