Terms of Use

IMPORTANT – Please read these Terms of Use carefully as they are a binding agreement between you and Diligent Corporation (and Diligent Corporation’s group companies) (collectively, “Diligent”).

Diligent owns and operates diligent.com and its associated websites, including the websites where we make resources for our products available to users, such as our online training, community, tools and templates, and content gallery (collectively, the “Diligent Websites”). By accessing, browsing or using any part of the Diligent Websites, you accept these Terms of Use and agree to be bound by them.

If you do not agree with these Terms of Use, you may not use the Diligent Websites.

Purpose of these Terms of Use

Diligent has established these Terms of Use in order to:

• Protect the integrity of the Diligent Websites for all users of the Diligent Websites;
• Ensure responsible use of the Diligent Websites;
• Ensure compliance with applicable laws; and
• Protect Diligent’s intellectual property.

General Use of the Diligent Websites

You are free to browse and use the Diligent Websites, and you may print or download content from the Diligent Websites, for your own personal, non-commercial use provided that:

• You retain and keep intact all copyright, trademark or other proprietary notices (such as © 2024 Diligent Corporation. All Rights Reserved);
• You only access the Diligent Websites from jurisdictions where it is lawful to do so (You may not access the Diligent Websites from jurisdictions subject to sanctions managed by the United States Office of Foreign Assets Control or similar regimes or if you are a Special Designated National under such regimes);
• You do not disseminate or distribute the content publicly or use it for any commercial gain; and
• You abide by the terms and restrictions set out in these Terms of Use.

User Registration

Certain areas of the Diligent Websites require a user account and are password protected (“Registered Areas”). If you register for a user account with Diligent:

• You are responsible for all activities that occur under your user account.
• You must provide accurate, current and complete information when registering your account.
• You must not provide false identity information to gain access to the Diligent Websites.
• You must keep your user ID and password confidential and change your password periodically.
• You must not allow any other person to use your User ID and password.
• You must notify Diligent of any unauthorized use of your User ID and password.

User Profile

When you register for a user account for certain Diligent Websites, you may be asked to create a user profile including certain mandatory or optional data, which may include your first and last names, organization name, work title and work phone number. Please be aware that:

• Information You provide may be publicly displayed in the community forums and user groups.
• Your profile may be searchable by other community users and the public, even if they are not part of your organization.
• Content that you share or post may be seen by other users of the community or the public, depending on the Diligent Website you are using.

By registering a user account, you consent to Diligent’s collection and use of your personal information as set out above and in accordance with the Diligent Privacy Policy at: www.diligent.com/privacy.

Diligent Products

Diligent products and services may also be made available for access and use through the Diligent Websites. Your use of such products and services is governed by Diligent’s standard terms for its products and services as either (a) made available at the time you sign up for the products and services or (b) under a separate agreement between you (or your organization) for such specific products and services.

If there is any conflict between these Terms of Use and Diligent’s standard terms for its products and services, Diligent’s standard terms will apply and take precedence.

Product Resources

User resources for Diligent products, such as online training, help documentation, scripts, tools, templates, tutorials or other information (“Resources”), may be made available for access and use through the Diligent Websites. You may access, use and, where applicable, download the Resources for your own personal, non-commercial use provided that:

• You retain and keep intact all copyright, trademark or other proprietary notices contained in or on the Resources (such as © 2021 Diligent Corporation. All Rights Reserved);
• You do not disseminate or distribute any Resources to anyone outside your organization or the Diligent user community in which you accessed such Resources; and
• You do not use the Resources for any commercial gain.

You acknowledge and agree that:

• Resources are provided solely for education about Diligent products;
• Resources are provided “as is” without any warranty and are used at your own risk;
• Diligent does not promise that Resources will be accurate or operate properly with Diligent products; and
• Resources may be varied or discontinued at any time.

Community and Posting Materials

The Community portion of the Diligent Websites provides a forum where users can connect and share knowledge about Diligent products. Users of the Community forums and user groups are expected to behave professionally and to be courteous and respectful of others. You must not make or post any comments or discussions that are profane, discriminatory, degrading, defamatory, threatening, harassing or otherwise objectionable.

Where you are permitted to post or upload materials through the Diligent Websites:

• You must own the materials or have obtained the necessary rights and consents to post or upload it.
• The material must not be unlawful or objectionable.
• The material must not damage or interrupt the proper working of the Diligent Websites (for example, by containing viruses or corrupted files).
• You must use reasonable security measures (such as encryption and a secure network/system; not an open system or public computer).
• You must not post or transmit spam, junk mail or chain letters.
• You grant Diligent an irrecovable, royalty-free and worldwide right to use, reproduce, modify, adapt, publish, translate, create derivate works from, distribute, and display your posted content in any media.

Diligent is not responsible for the content of postings made by you or any third party and is not obliged to review, edit or filter the postings. Diligent reserves the right to modify, reject or remove any comments or materials posted on the Diligent Websites at any time in its discretion. Diligent does not endorse any comments or materials posted by users, and such comments and materials do not necessarily reflect the views of Diligent.

All posts are public and are not confidential. If a third party sues Diligent, or otherwise makes a claim against Diligent in connection with your usage of the Diligent Websites, you will indemnify Diligent against that suit or claim (including for any damages and expenses that Diligent incurs as a result of that suit or claim).

Product Ideas

You may be able to post or submit ideas, suggestions or feature requests (“Ideas”) through the Diligent Websites. All Ideas you post or submit are owned by Diligent and may be adopted by Diligent for any of its products, services or resources. You assign to Diligent all right, title and interest in and to all Ideas and you waive all rights you may have, now or in future, in respect of such Ideas, including all moral rights and the right to any compensation.

You acknowledge that:

• Posting or submitting Ideas does not make you an author, inventor or contributing author or inventor of any Diligent products, features or other works or inventions;
• Diligent has no obligation to accept or use any Ideas;
• To the extent any Ideas are not assignable, you grant Diligent a non-exclusive, royalty-free, worldwide, perpetual and irrevocable right and license to freely copy, use, make use of, publish, adapt, distribute, sell, license, create derivative works from and otherwise exploit your Ideas, including incorporating them into future versions of Diligent products, services or resources; and
• Any Ideas or unreleased features discussed on or through the community forums, user groups or other Diligent Websites are not promised to be available and may never become available.

Prohibited Conduct

In addition to the restrictions set out above, you must not use the Diligent Websites in any inappropriate or unlawful manner. Examples of inappropriate and unlawful use include:

• Distributing, selling, licensing or otherwise commercially exploiting the Diligent Websites or any materials, information, software, code or content posted or contained in them;
• Creating internet “links” to the Diligent Websites or “framing” or “mirroring” any content on any other server or wireless or internet-based device;
• Harvesting or otherwise collecting information about others, including names and email addresses;
• Probing, scanning or testing the vulnerability of the Diligent Websites, or breaching the security or authentication measures on the Diligent Websites;
• Taking any action that damages, interferes with, inhibits or disrupts access to or use of the Diligent Websites, or that impairs any functionality of the Diligent Websites (including imposing an unreasonable or disproportionately large load on the infrastructure of the Galvanize Websites, or any systems or networks connected to the Galvanize Websites);
• Forging headers or otherwise manipulating identifiers in order to disguise the origin of any message or transmittal you send on or through the Diligent Websites;
• Pretending that you are, or that you represent, someone else, or impersonating any other individual or entity;
• Attempting to gain unauthorized access to Registered Areas of the Diligent Websites or related systems or networks;
• Using any robot, spider, scraper, deep link or other automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor any portion of the Diligent Websites;
• Using or attempting to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Diligent Websites, other than the search engines and search agents available through the Diligent Websites, and other than generally available third-party web browsers (such as Microsoft Edge, Google Chrome, Mozilla Firefox or Apple Safari); and
• Engaging, encouraging or permitting another person to do any of the above.

Diligent reserves the right to suspend your use of the Diligent Websites (including Diligent products and Resources), or take other appropriate remedial action, to address any prohibited conduct or any violation or suspected violation of these Terms of Use.

Copyright

Without limiting the foregoing, if you believe that your copyright has been infringed, please provide Diligent’s Copyright Management Department with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Program; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Diligent’s Copyright Management Department for notice of claims of copyright infringement can be reached as follows:

Copyright Management Department

Diligent Corporation
61 W 23rd Street
4th Floor
New York, NY 10010

(973) 939-9468

DiligentCopyright@Diligent.com

Confidential Information

Information and content you send, post or upload to or through the Diligent Websites will be deemed NOT to be confidential or proprietary. Except as expressly agreed in Diligent’s standard product and services terms, or in a separate agreement between you (or your organization) and Diligent, Diligent has no obligation to protect or secure any information provided by you through the Diligent Websites. Personal information is governed by the Diligent Privacy Policy at: www.Diligent.com/privacy.

The Registered Areas of the Diligent Websites may contain Confidential Information of Diligent. “Confidential Information” is anything which Diligent does not make generally available to the public, and which it considers to be proprietary. Confidential Information includes, but is not limited to: (a) scripts, code or other technology; (b) technical information about Diligent products, including product roadmaps; (c) personally identifiable information about an individual; (d) material or information which, given its nature, should reasonably be considered to be confidential; and (e) material or information which is marked “confidential”.

• You must maintain the confidentiality of all Confidential Information you obtain or access.
• You may use Confidential Information solely for the purpose for which it has been disclosed to you.
• You must not disseminate or distribute Confidential Information.
• You must not remove any proprietary notices contained in or on any Confidential Information.

Intellectual Property

The contents of the Diligent Websites, and the materials made available through them, whether as text, multimedia clips, images, graphics, video, software, scripts or in any other format, are protected by copyright, trademark and other intellectual property laws and international treaties. Diligent either owns or has obtained the rights to use the content and materials on the Diligent Websites.

Except as expressly set out in these Terms of Use, you may not copy, reproduce, republish, download, transmit, distribute or create derivative works from any of the content on any of the Diligent Websites, without Diligent’s prior written consent.

Diligent’s trademarks include, without limitation, the word “Diligent”, the Diligent logo, and the names of our products and services. All other trademarks are the property of their respective owners. Trademarks appearing on the Diligent Websites may not be used except with the express written permission of their respective owner.

Disclaimer

Information and materials on the Diligent Websites are provided “as is” and are not promised or guaranteed to be correct, current or complete. The Diligent Websites may contain technical inaccuracies or typographical errors. Diligent assumes no responsibility (and expressly disclaims responsibility) for updating the Diligent Websites to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all information and materials before making any decision related to any products, services or other matters described in the Diligent Websites. Diligent reserves the right to modify the content of the Diligent Websites, or to suspend or terminate operation of or access to the Diligent Websites, at any time for any reason.

YOU ACKNOWLEDGE AND AGREE THAT USE OF THE DILIGENT WEBSITES IS AT YOUR SOLE RISK. DILIGENT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY, DURABILITY OR NON-INFRINGEMENT. DILIGENT DOES NOT REPRESENT OR WARRANT THAT THE DILIGENT WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS, VIRUSES OR OTHER DEFECTS. YOU ASSUME ALL RISKS IN THE TRANSMISSION OF ANY MATERIALS, DATA OR INFORMATION TO AND FROM DILIGENT, INCLUDING ANY INTERCEPTION BY THIRD PARTIES.

Limitation of Liability

DILIGENT WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DILIGENT WEBSITES OR FOR THE USE OR DOWNLOADING OF ANY RESOURCES, INFORMATION, PRODUCTS OR SERVICES MADE AVAILABLE ON THE DILIGENT WEBSITES, EVEN IF DILIGENT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT OR ANY OTHER LEGAL THEORY.

Links to Other Websites

Links on the Diligent Websites to third party websites are provided for your convenience only. Diligent is not responsible for and does not endorse, control or make any representations or warranties as to the content, products or services offered from third party websites. You are responsible for complying with the terms of use for such third party websites, and for reviewing and understanding the privacy policies of such websites.

Applicable Law

All matters relating to your access to or use of the Diligent Websites will be governed by the law of the State of New York of the United States of America, without regard to its conflict of law provisions. You agree to the exclusive jurisdiction of the courts located within the State of New York of the United States of America.

Amendments

Diligent retains the right to amend these Terms of Use at any time, including the right to revoke any permissions.

If you have any questions regarding these Terms of Use you may contact Diligent at:

Diligent Corporation
61 W 23rd Street
4th Floor
New York, NY 10010

United States
Attention: Legal Department
Email: legal@diligent.com

These Terms of Use were updated January 6th 2022.

© 2024 Diligent Corporation. All Rights Reserved.