Corporate Board Member Institute Membership Agreement
This Agreement governs Your membership in Corporate Board Member Institute (“CBMI”) and your use of CBMI’s products and services.
If You are entering into this Agreement on Your own behalf, then the terms “You,” “Your” and “Licensee” mean the individual entering into this Agreement and such individual is personally bound by all of the terms and conditions of this Agreement. If You are entering into this Agreement on behalf of a company, You represent and warrant that You are acting in your capacity as an authorized representative or agent of such company and that You have the authority to bind such company to the terms and conditions of this Agreement.
If You are entering into this Agreement on behalf of a company, the terms “You,” “Your” and “Licensee” also mean such company and all of its directors, managers, officers, employees, and agents.
This Agreement was last updated on April 1, 2020. It is effective between You and Us on the date of your first purchase of services.
PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH CORPORATE BOARD MEMBER INSTITUTE (HEREIN “CBMI”) CAREFULLY. BY CLICKING “I Agree”, OR BY USING THE CBMI WEBSITE BOARDMEMBERINSTITUTE.COM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, EVEN IF YOU HAVE NOT READ THEM. IT IS IMPORTANT TO READ THIS ENTIRE AGREEMENT. IN PARTICULAR, IT CONTAINS PROVISIONS THAT MAY LIMIT YOUR RIGHTS, SUCH AS THE SECTIONS ENTITLED LIMITATIONS AND SALE DETAILS.
Services and Memberships: CBMI provides various products and services (“Services”), which all require a customer to obtain a membership.
All CBMI member Services are sold on a one or multiple-year membership basis. Prior to the end of the membership period, CBMI will contact the member to inquire if they would like to renew their membership. Your services automatically renew at the notified rate at the renewal term unless you have terminated your agreement, and will be billed to the payment information associated with your file.
Cancellation of Service: CBMI membership pricing is based on a one-year and multiple-year membership term. From the moment you sign up, dependent on your service level, you have full access to our site and are able to use and download content for the full service term. Due to the fact that you gain access to content as soon as your membership is paid for, we do not offer membership cancellations or refunds during the term of the membership.
The Customer may terminate the agreement at the end of the initial term with 30 days’ notice.
Either party may terminate this Agreement by giving written notice if a material breach remains uncured thirty (30) days after the breaching party receives written notice of the breach. In the event of a material breach by the Licensee, CBMI retains all of its rights and remedies at law including the collection of all license fees whether due and payable now or in the future. Upon termination or expiration of the Agreement, Customer will promptly, but in no case more than five (5) business days, delete any copies of the downloaded material from its computers, servers, or other storage media and will provide CBMI with a written certification of its compliance with this provision.
Customer: CBMI memberships are available for individual use, and business entities.
Intellectual Property: All online content, including online training courses, is copyrighted materials. The contents on the member website are owned by and copyrighted by CBMI, or its partners, contributors or suppliers. You may print, copy or save documents for your own use only, and you may not repurpose, redistribute or resell in any way.
Grant of Limited License; Restrictions. CBMI hereby grants to Licensee a nonexclusive, non-transferable, limited, royalty-free, and fully paid-up license to use the Content, Training and Learning Management System (“LMS”) platform, along with other products and services summarized in the Order Form during the Period of Agreement. The Content, Training, and LMS, shall be used solely for Your internal training purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users in the Order Form. Licensee is required to maintain records of all allocations of login credentials used to access the Content and Training. CBMI shall have the right to audit Licensee’s records including Licensee’s access to the Content and Training to verify compliance with this Agreement. If such audit reveals that any users above the number licensed in the Order Form have enrolled in or accessed the Content, Training or LMS during the Period of Agreement, then CBMI will invoice Licensee for such additional users at the per-user price listed in the Order Form. Users may be added during the term of the license at the same pricing as the underlying price in the Order Form and any added users will terminate on the same date as the underlying Period of Agreement as specified in the Order Form. You hereby represent and covenant during the Period of Agreement that neither You nor any of your immediate family members are or will be a competitor of CBMI’s, where “competitor” shall mean any individual or company developing or offering a product or service substantially similar in its general application to the Content, Training or LMS. Without limiting the foregoing, this means that You shall not, so long as you use the Content, Training or LMS, either directly or indirectly, collectively or individually, as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise become associated or affiliated with, employed by, or financially interested in any business operation that engages in the development or distribution of online compliance training products and services similar to those of CBMI within the USA. In addition, You may not access the Content, Training or LMS for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose.
Ownership. Except as specifically set forth in this Agreement, nothing contained in this Agreement shall by express grant, implication, estoppel, or otherwise, create in Licensee any right, title, interest, or license in or to the inventions, patents, trade secrets, technical data, logos, graphics, icons and images, videos, other content, computer software, or software documentation of CBMI or its partners. CBMI or its partners retain exclusive title, copyright, and all intellectual property rights in and to the Content, Training, and LMS. Licensee may not create derivative works, decompile, reverse engineer, disassemble, or modify the Content, Training or LMS. If You provide any suggestions, feedback, or improvements for the Content, Training, or LMS, then You grant CBMI a worldwide, perpetual, irrevocable, royalty-free license to use and have others use such suggestions, feedback, and improvements for any purpose.
Login ID’s and Passwords: Access to the membership areas of the CBMI websites and its affiliated platforms require a login ID and password.
Upon being accepted as a member, CBMI will provide a unique ID and password which allows access. It is the responsibility of members and/or users to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and keep login ID’s and passwords confidential. Members and/or users are responsible for any activity that occurs under their login ID. Members and/or users who discover any compromise of login IDs and/or passwords or suspected unauthorized use of the site using their identity must immediately report the suspected misuse to CBMI.
Limitations: While CBMI uses reasonable efforts to maintain this site and its Content and Services in an up-to-date fashion, it does not warrant the completeness, timeliness or accuracy of any information contained on this site or any of its Services, and may make changes thereto at any time in its sole discretion without notice. All information and Services provided by CBMI is provided to members and/or users “as is”, “with all faults,” “as available” and at the sole risk of members and/or users. Our information and recommendations are based on seasoned, best practice field experience and should not be construed as legal advice.
Members and/or users are responsible for how they use the Services, and without limitation, members and/or users are responsible for how they use, alter and implement any documents provided as part of the Services. The CBMI website and its affiliated platforms are intended to supply general information only, and not specific advice particular to one business entity or environment. Specific advice may be obtained by contacting CBMI.
All promises made by CBMI are contained in this agreement. No promises implied by law (whether described as warranties, conditions, representations, or otherwise, and whether relating to merchantability, fitness, non-infringement, or otherwise) apply.
You cannot collect any damages from CBMI for any reason (whether under legal theories of contract, tort, negligence, strict liability, operation of law or otherwise) or that exceed the amount paid by you to CBMI hereunder for any goods or services that the claim arises from.
CBMI relies on these limitations when entering this agreement and setting its fees. They are a fundamental and essential part of our arrangement, and apply even if this agreement has failed in its fundamental or essential purpose or been fundamentally breached.
Governing Law: This site is governed by the laws of the State of Delaware. Any legal action against CBMI shall take place in the courts of the State of Delaware. The parties attorn to the non-exclusive jurisdiction of the courts of Delaware.
Confidential Information: Confidential Information is all information about you provided to CBMI by you that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, business plans, finances, identity and number of your employees or contractors and their backgrounds or knowledge), and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and/or confidential.
Confidential Information shall not include (except for any personally identifiable information about an individual that relevant privacy legislation or policies do not allow to be disclosed): (a) any Confidential Information that is in the public domain at the time of its disclosure or which thereafter enters the public domain through no action of CBMI, direct or indirect, intentional or unintentional; (b) any Confidential Information which CBMI can demonstrate was in its possession or known to it prior to its receipt, directly or indirectly, from you; (c) any Confidential Information that is disclosed to CBMI by another party not in violation of the rights of the other party or any other person or entity; (d) any Confidential Information which is either compelled by law or by the order of a court of competent jurisdiction to be disclosed; and (e) any Confidential Information that CBMI has anonymized and aggregated for statistical purposes.
CBMI shall (i) not use Confidential Information for any purpose other than providing its Services to you; (ii) not disclose Confidential Information to anyone without your prior written authorization; (iii) handle, preserve and protect Confidential Information with at least the same degree of care that it affords its own Confidential Information; (iv) disclose Confidential Information only to its employees or subcontractors who require such information in order to perform the Services, and are under confidentiality obligations.
Phone Support: To gain access to CBMI Services or to obtain customer support, you understand that you may be required to speak with a company representative by phone and that all calls between CBMI’ staff members and members and/or users, may be recorded for quality assurance purposes.
CBMI does not accept as customers competitive market players who offer any of the same or similar services as CBMI. However, CBMI may offer a partnership or an affiliate program to those whom CBMI decides to qualify.
Resale and distribution of CBMI Content or Services: At no time, whatsoever shall any customer, member or their employees resell, distribute, or make available to a non-member on any basis any CBMI Content or Services without prior written permission from CBMI.
Sale Details: CBMI tries to provide accurate information on its website and affiliated platforms, but errors may occur. CBMI reserves the right to change the goods and services available and prices without any notice or liability. CBMI reserves the right at any time to reject, correct, cancel or terminate any order for any reason whatsoever. If you order goods or services for which the price was incorrectly displayed, CBMI will provide you with an opportunity to place an order at the correct price. If you order goods or services that are not available, CBMI will notify you by email and/or by telephone. CBMI reserves the right to limit quantities sold. Nothing on the site is an offer to sell. Your properly completed and delivered order form is your offer to purchase the goods or services contained in your order. Your purchase is deemed accepted only if and when CBMI sends an order acceptance to your email address.
Severability. If any part, term, or provision of the Agreement shall be held void, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining provisions shall not be affected thereby.
Force Majeure. Neither party shall be in default by reason of any failure in the performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, third-party computer or telecommunications equipment or software failures, default by subcontractors or suppliers, acts of God or of the public enemy, domestic or foreign governmental acts, labor, fire, flood, epidemic, and/or strikes.
Entire Agreement. This Agreement, with any associated Order Form, constitutes the entire agreement between CBMI and Licensee with respect to Your use of the Training and LMS and the parties acknowledge that they have not relied on any representations outside of this Agreement in deciding to enter into this Agreement. The failure or delay of either party to strictly enforce any of the terms and conditions in this Agreement shall not be construed as a waiver of any right to enforce any prior, concurrent, or subsequent defaults.
Corporate Board Member Institute may be contacted at:
105 Westpark Drive, Suite 400 Brentwood, TN 37027
Attn: Leigh Townes