All terms capitalized are defined in the Master Subscription Agreement.
(1) Unless otherwise specified in an Order Form, (i) each User will be assigned a unique user identification name and password (“User ID”) for access to and use of the Subscription Services; and (ii) User IDs are intended for use by the designated Users only and cannot be shared. Customer agrees to provide accurate, current and complete account and User information. Customer is responsible for ensuring the security and confidentiality of all User IDs assigned to Customer and its Users. As a part of the Subscription Service, Users are given the ability to add other Users to their accounts and/or projects and, as a creator or administrator of such account and/or project, enable other Users or End-Users to access or modify Customer Property included in such account or project (including by embedding Customer Property in an iframe or creating a shareable link to such Customer Property). Customer is solely responsible for managing which Users and End-Users have access to such Customer Property and for any actions taken by such Users and End-Users with respect to such account and/or project and Customer Property.
(2) Except for uses that are expressly permitted (for example, in the Documentation or in an Order Form), Customer will not, and will ensure that Users and End-Users do not: (i) sell, resell, rent, lease, or otherwise distribute any portion of the Subscription Service; (ii) use the Subscription Services other than in accordance with the Documentation or in a manner that interferes with, unduly burdens, or disrupts the integrity, performance, or availability of the Subscription Service (for example, by conducting load tests or penetration tests without ProductBoard’s prior written consent); (iii) attempt to gain unauthorized access to the Subscription Services or to ProductBoard’s or its third party suppliers’ related systems or networks; (iv) access any portion of the Subscription Services for the purpose of building a similar or competitive product or service, or monitor the Subscription Services for any benchmarking or competitive purpose; (v) introduce, disseminate, or otherwise enable any viruses, Trojan horses, spyware, worms, malware, spam, or malicious code using the Subscription Service; (vi) copy, modify, translate, or create a derivative work of any ProductBoard Property; (vii) reverse engineer, disassemble, or decompile any software included in the ProductBoard Property, except as required under applicable law; (viii) except for contact information consisting of first name, last name, IP address and email address for which Customer has obtained necessary rights of access and use from the individual, Customer agrees not to submit other Personal Data or any sensitive personal information (including government issued identification numbers, financial account information, payment card information, and personal health information) to the Subscription Services; or (ix) alter, remove or violate any copyright or other intellectual property notice appearing in connection with the Subscription Services. Customer may not access the Subscription Services if it is a direct competitor of ProductBoard, except with ProductBoard’s prior written consent.
(3) Customer shall use the Authorized APIs in accordance with the Documentation, and will promptly correct any usage of Authorized APIs that does not comply with the Documentation. Authentication Keys must be restricted to use by authorized personnel of Customer who have a need to use it for purposes of integrating the Subscription Services with other web applications. Customer is solely responsible for maintaining the security of all Authentication Keys and for all activities that occur using any Authentication Key issued to Customer and must promptly notify ProductBoard of any unauthorized use. The Authentication Keys are the property of ProductBoard and may be revoked by ProductBoard in connection with any permitted suspension of Customer’s right to use an Authorized API.
(4) A high-speed Internet connection is required for proper transmission of the Subscription Services. Customer responsible for procuring and maintaining the network connections that connect Customer’s network to the Subscription Services, including, but not limited to, “browser” software that supports protocols used by ProductBoard, including Secure Socket Layer (SSL) protocol or other protocols accepted by ProductBoard, and to follow procedures for accessing services that support such protocols. ProductBoard is not responsible for notifying Customer or its Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Customer Property, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by ProductBoard. ProductBoard assumes no responsibility for the reliability or performance of any connections as described in this section.
(5) ProductBoard will process and investigate proper notices of alleged copyright or other intellectual property infringement related to material submitted through Customer’s account, and will respond appropriately, following the guidelines of the Online Copyright Infringement Liability Limitation Act and other applicable intellectual property laws.
(6) Customer acknowledges that as between Customer and ProductBoard, Customer has exclusive control and responsibility for determining what data Customer, Users and End-Users submit to the Subscription Services; for obtaining all necessary consents and permissions for all Personal Data submitted by Customer, Users and End-Users to ProductBoard; and for all Processing activities of such Personal Data conducted by ProductBoard in accordance with Customer’s instructions.
(7) ProductBoard reserves the right to monitor the use of the Subscription Services for security and operational purposes and make modifications to the features and functionality of the Subscription Services during the Subscription Term. ProductBoard may immediately suspend or throttle access to the Subscriptions Services if (i) ProductBoard reasonably believes that a User or Customer is in breach of this Agreement; (ii) a User or Customer engages in excessive utilization of the Subscription Services which affects, or could reasonably likely (in ProductBoard’s opinion) affect, system availability or performance, or (iii) if ProductBoard in good faith suspects that any third party has gained unauthorized access to the Subscription Services using a credential issued by ProductBoard to Customer or its Users. In addition, ProductBoard may temporarily suspend access to the Subscription Services during planned downtime for upgrades and maintenance (of which ProductBoard will use commercially reasonable efforts to provide Users notice in accordance with paragraph 9 below). ProductBoard shall not be liable to Customer, its Users, End-Users or any other third party for any such modification, suspension or discontinuation of Customer’s rights to access and use the Subscription Services.
(8) ProductBoard may use data concerning Customer’s, its Users’ or End Users’ use of the Subscription Services in an aggregated and anonymous manner (“Usage Information”), including but not limited to compiling statistical and performance information related to the operation of the Subscription Services. ProductBoard shall have the right to use Customer Property to improve the Subscription Service and to develop additional offerings. The foregoing shall not limit, in any way, ProductBoard’s confidentiality obligations as set forth in Section 6 of the Agreement. Customer agrees that ProductBoard may make such information publicly available, provided that (i) such information does not incorporate any Customer Property and (ii) such use does not identify Customer or any Users or End Users either directly or indirectly. ProductBoard retains all intellectual property rights in Usage Information.
(10) Customer is solely responsible for obtaining and maintaining all rights, licenses, and credentials necessary to use Third Party Products. In addition, Customer is solely responsible for installing, operating, updating, or otherwise maintaining the operation of such Third Party Products. To the maximum extent permitted by applicable law, ProductBoard does not provide any warranties, guaranties or indemnification regarding any Third Party Products, whether or not such products or services are designated by ProductBoard as “certified,” “validated” or otherwise. ProductBoard does not have any responsibility or liability for any exchange of data or other interaction occurring directly between Customer or its Users and any provider of a Third Party Product. If the availability of all or a portion of the Subscription Services depends on the corresponding availability of Third Party Products, ProductBoard will not be liable to Customer if changes in Third Party Products cause the unavailability of all or a portion of the Subscription Services. However, ProductBoard will use commercially reasonable efforts to update the Subscription Services to ensure continued interoperation with Third Party Products. Further, Customer acknowledges and agrees that if it gives a Third Party Product access to its ProductBoard account, Customer shall serve as the controller of such information and the Third Party Service Provider serves as the processor for purposes of those data laws and regulations that apply to Customer. In no case are such Third Party Service Providers ProductBoard’s Subprocessors.