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Member and User Agreement

Last modified: August 29, 2017.

PLEASE READ THESE TERMS OF USE CAREFULLY.

1 GENERAL

1.1 PURPOSE

Director Search is an online platform and global community of approximately 1.9 million corporate directors, executives and director candidates whose membership is earned by prior election to a corporate board of directors, attaining a Level 3 or higher executive position in his or her company, or by nomination from existing Members or others. The Director Search platform gives: (a) corporate boards, companies, private equity firms, venture capital firms, and hedge funds (“Subscribers”) direct control of the director and executive search process and direct access to the backgrounds of its Members on a 24/7/365 basis; and (b) Members visibility to boards and companies who are searching for new directors and/or executives. Director Search is the next level of search.

Director Search demystifies the search process and makes director and executive search an open, transparent, fully accessible process that is faster, better, continual, and much less expensive. The platform brings together the market participants - the approximate 500,000 people in 39,000-plus public companies - that control much of the world's capital and investment decisions.

The Director Search platform transitions the current time-consuming, inefficient, episodic and expensive director and executive search process to an easy, continual, unbiased, highly confidential, systematic, and almost instantaneous process that is fully automated and controlled by the Subscriber. The data in the platform is updated daily and each of the 1.9 million Member records is assessed against each search a Subscriber initiates.

Subscribers can customize the search engine and search for candidates on a confidential and continual basis across many criteria, including global corporate financial indices participation. Multiple searches may be left "open" so the platform can continually match candidates to a Subscriber’s search criteria and provide daily alerts to changes in potential candidates and their status.

When searching for directors, all conflict checking is handled by the Director Search platform as each Subscriber can customize the search engine with respect to candidate affiliations with competitors, suppliers, customers, other conflicted companies, and companies that share primary and secondary industry characteristics. The platform also checks for candidate affiliations with existing board members, including interlocking directorships. Director Search thus identifies qualified, conflict-free candidates, who otherwise meet a Subscriber’s search criteria, and it does so almost instantly. The platform allows Subscribers to identify candidates who are outside of their network, for example those with digital, cyber security, social media or mobile backgrounds.

Subscribers also may benchmark corporate boards and a company's executive team to assess their competitive stance, since board, company and any of the 1.9 million Member profiles can be displayed with a simple click. The Director Search platform is the Library of Congress of corporate directors, executives and director candidates.

A Subscriber can play “what-if” with the search criteria and immediately observe the effect on the candidate list as search criteria are varied and the candidate list is refined. The Board Profile of each candidate is immediately displayed with a click so Subscribers can make an initial decision whether to retain the candidate for further review. Each candidate list can be refined, sorted, winnowed down, and saved for further review.

The Purpose of Director Search may be modified at any time, with or without advance notice.

1.2 SCOPE AND INTENT

By registering on Director Search, or by accessing or using our website, including our mobile applications, developer platform, or other information provided as part of the Director Search services (collectively “Director Search” or the “Services”), you are entering into a legally binding agreement with Director Search, LLC, PMB # 305, PO Box 413005, Naples, FL 34101-3005 USA (“we,” “us,” “our,” and “Director Search”) based on the terms of this Director Search Member and User Agreement and the Director Search Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”) and becoming a Director Search member (“Member”). If you are using Director Search on behalf of a company, firm or other legal entity (“User”), you are still individually bound by this Agreement even if your company, firm or other legal entity has a separate agreement with us. If you do not want to register an account and become a Member or User, do not enter into this Agreement, do NOT click “Join Now” or “I Agree”) and do not access, view, download or otherwise use any Director Search webpage, information or services. By clicking “Join Now” (or “Join Director Search”, “I Agree” or similar), you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By clicking “Join Now,” or “I Agree” you also consent to use electronic signatures and acknowledge your click of the “Join Now” or “I Agree” button as one.

2 PRIVACY

You should carefully read our full Privacy Policy before using Director Search. The Privacy Policy is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to Director Search, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part and that we may process such information, within the terms of the Privacy Policy.

3 THE SERVICES

3.1 SERVICE ELIGIBILITY

To be eligible to use the Service, you must meet the following criteria and represent and warrant that: (1) you are at least 18 years old; (2) you (a) are an existing corporate director or; (b) are a Level 3 or higher executive in a company, meaning that you are the Chief Executive Officer in a company (“CEO””), an executive who reports to the CEO (“Level 1 executive””), an executive who reports to a Level 1 executive (“Level 2 executive”), or an executive who reports to a Level 2 executive (“Level 3 executive”) or; (c) have been invited to join Director Search and become a Member following its receipt and approval of nominations on your behalf from existing Members or others; or (d) have been selected by Director Search to become a Member or User; (3) you are not currently restricted from the Services, or not otherwise prohibited from having a Director Search account; (4) you will only use the Services in connection with matters that are directly related to the Subscriber of which you are a director, an executive or an employee, and said Subscriber is a client in good standing of Director Search, and you will not use the Services for the benefit of any other company with whom you may be affiliated, directly or indirectly, without the express written approval of Director Search; (5) you are not a competitor of Director Search or are not using the Services for reasons that are in competition with Director Search, without our express written approval; (6) you will only maintain one Director Search account at any given time; (7) you will use your real name and only provide accurate information to Director Search; (8) you have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (9) you will not violate any of our intellectual property and other proprietary rights, including those of Director Search, or those of any third party; and (10) you agree to provide, at your cost, all equipment, software, mobile access, and internet access necessary to use the Services.

Given the nature of the Services, Director Search and any of the Services offered are not intended for use by nor marketed to children under the age of 18. We request that such individuals do not provide personal information through the Services. In the event Director Search discovers such information, it will be deleted and the applicable Member account will be terminated without notice and liability.

3.2 YOUR MEMBERSHIP AND USE

The profile you create on Director Search will become part of Director Search and except for the non-public information that you license to us is owned by Director Search. However, between you and others, your account belongs to you. You agree to: (1) keep your password secure and confidential; (2) not permit others to use your account; (3) not use other’s accounts; (4) not sell, trade, or transfer your Director Search account to another party; and (5) not charge anyone for access to any portion of Director Search, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please contact us via postal service at: Director Search, LLC, PMB # 305, PO Box 413005, Naples, FL 34101-3005 USA or via email at: [email protected]

Members are required to maintain and keep updated the information in their Director Search profile in order to be able to use the Services, as permitted. Each company shall appoint a corporate executive who will be responsible for maintaining and keeping up to date the company information in Director Search in order to allow the continued use of Services by the company’s directors (the “Corporate Steward”). The Corporate Steward, typically the Chief Human Resources Officer or the Chief Legal Officer of the company, shall control which directors have access to certain Services of Director Search.

3.3 NOTIFICATIONS AND SERVICE MESSAGES

For purposes of service messages and notices about the Services, Director Search may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you through your Director Search account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Director Search account or services associated with Director Search. Please review your preferred email contact address in the Contact Information section of your profile in Director Search. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

3.4 DIRECTOR SEARCH APPLICATIONS

The Services may be offered through applications built using the Director Search platform (“Director Search Applications”). Examples of Director Search Applications include applications built for mobile computing and other smart phone and tablet devices. If you use a Director Search Application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, or web pages containing Director Search plugins that load in your browser may be communicated to us. Further, by importing any of your Director Search data through the Director Search Application, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your Director Search account information. Failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing Director Search through your mobile access provider. By using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.

3.5 MEMBER-TO-MEMBER COMMUNICATION AND SHARING (DIRECTOR SEARCH GROUPS, ANSWERS, UPDATES, COMPANY PAGES, ETC.)

Director Search may offer various forums, chat rooms and discussion boards, where you can communicate with Members or post your observations and comments on designated topics. Director Search also may enable sharing of information by allowing Members to post updates and other content to their profile and other areas within the Services. Members may be enabled to create new groups, rooms, topics, boards, etc., provided, however, we, in our sole discretion, may close or transfer any such groups or remove content from them if the content violates this Agreement or others’ intellectual property rights. Please note that ideas you post and information you share may be seen and used by other Members, and Director Search cannot guarantee that other Members will not use the ideas and information that you share on Director Search. Therefore, if you have an idea or information that you would like to keep confidential or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to or within the Services. DIRECTOR SEARCH IS NOT RESPONSIBLE FOR ANY MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON DIRECTOR SEARCH.

3.6 CONTRIBUTIONS TO DIRECTOR SEARCH

By submitting ideas, suggestions, documents, or proposals (“Contributions””) to Director Search through its suggestion or feedback webpages, or via any other means, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Director Search is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Director Search shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Director Search may have something similar to the Contributions already under consideration or in development; (e) you irrevocably non-exclusively license to Director Search rights to exploit your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from Director Search under any circumstances.

3.7 CONNECTIONS AND INTERACTIONS WITH OTHER MEMBERS AND USERS

You are solely responsible for your interactions with other Members and Users. Director Search may limit the number of connections you may have to other Members and Users and may, in certain circumstances, prohibit you from contacting other Members or Users through use of the Services or otherwise limit your use of the Services. Director Search reserves the right, but has no obligation, to monitor disputes between you and other Members and Users and to restrict, suspend, or close your account if we determine, in our sole discretion, that doing so is necessary to enforce this Agreement.

3.8 LICENSE AND WARRANTY FOR YOUR SUBMISSIONS TO DIRECTOR SEARCH

As between us and you, you own the non-public information you provide or otherwise input into Director Search, and may request its deletion of your information in your account at any time, provided that any information that has been shared with others or copied or stored by other Members or Users cannot be deleted or removed. Additionally, you grant us a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to us, including, but not limited to, any Member or User generated content, ideas, concepts, techniques and/or data to the services, you submit to Director Search, without any further consent, notice and/or compensation to you or to any third parties. By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your Director Search profile information accurate and updated.

4 LIMITED LICENSE

On the condition that you comply with all your obligations under this Agreement, including, but not limited to, the acceptable use requirements set forth in Section 12 (Director Search Acceptable Use Policy), we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or Director Search authorized application (but not through scraping, spidering, crawling or other technology or software used to access data without our express written consent or that of our Members), to view information and use the Services that we provide on Director Search webpages and in accordance with this Agreement. Any other use of Director Search contrary to our mission and purpose (such as seeking to connect to someone you do not know or trust, or to use information gathered from Director Search commercially unless expressly authorized by Director Search) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Director Search and all related items, including any and all copies made of the Director Search website.

5 OUR RIGHTS & OBLIGATIONS

5.1 INTELLECTUAL PROPERTY RIGHT

Director Search is protected by our intellectual property rights, and except for the limited license granted to you in Section 4, we reserve all of its intellectual property rights in the Service. Director Search, the Director Search logo and other Director Search trademarks, service marks, graphics, and logos used in connection with Director Search are trademarks or registered trademarks of Director Search in the U.S. and/or other countries. Other trademarks and logos used in connection with Director Search may be the trademarks of their respective owners. This Agreement does not grant you any right or license with respect to any such trademarks and logos.

5.2 SERVICES AVAILABILITY

For as long as we continue to offer the Services, Director Search shall provide the Services. As a result, we allow you to access Director Search as it may exist and be available on any given day and we have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Director Search, partially or entirely, or change and modify prices prospectively for all or part of the Services for you or for all our Members and Users in our sole discretion. All of these changes shall be effective upon their posting on Director Search or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. Director Search has no obligation to store, maintain or provide you a copy of any content that you or other Members or Users provide when using the Services.

The Corporate Steward and directors of each company may use the Services solely for the benefit of the company by whom they are employed or on whose board they serve as a corporate director, provided, however, the company is a client in good standing of Director Search. Under no circumstances may a Corporate Steward or a director use the Services for (a) any matter that is not directly related to the company by which they are employed as an executive or on whose board he or she serves as a corporate director, or (b) any other company or its board of directors.

5.3 THIRD PARTY SITES

Director Search may include links to third party web sites (“Third Party Sites”). You are responsible for evaluating whether you want to access or use a Third Party Site. You should review any applicable terms or privacy policy of a Third Party Site before using it or sharing any information with it, because you may give the third-party permission to use your information in ways we would not. Director Search is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites. Accordingly, if you decide to use Third Party Sites, you do so at your own risk, and that this Agreement does not apply to your use of any Third Party Site.

5.4 DISCLOSURE OF MEMBER INFORMATION

You agree that the information in your Member record and account is eligible to be searched by a Subscriber for any corporate director or executive position.

You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide in accordance with the terms of the Privacy Policy if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a Member, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Director Search, our Members, Users or the public. Disclosures of Member information to third parties other than those required to provide customer support, administer this Agreement, or comply with legal requirements are addressed in the Privacy Policy.

6 DISCLAIMER

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON DIRECTOR SEARCH OR ITS SUPPLIERS, ANY INFORMATION THEREIN, OR ITS CONTINUATION. DIRECTOR SEARCH AND ALL INFORMATION AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT CONTROL OR VET MEMBER GENERATED CONTENT FOR ACCURACY. EXCEPT AS SET FORTH IN THIS AGREEMENT, WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NON-INFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY DIRECTOR SEARCH OR ANYTHING RELATED TO DIRECTOR SEARCH, YOU MAY CLOSE YOUR DIRECTOR SEARCH ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 9 (TERMINATION) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. WE ARE NOT RESPONSIBLE, AND MAKE NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES, MEMBER GENERATED CONTENT OR ANY OTHER CONTENT OR MATERIALS SENT THROUGH DIRECTOR SEARCH TO ANYONE. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. WE DO NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO THE SERVICES, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER MEMBERS OF THE COMMUNITY; THEREFORE, WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION BY OTHERS. WE DO NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, WE DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE DIRECTOR SEARCH SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

7 IDEMNIFICATION

You agree to indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through Director Search.

8 LIMITATION OF LIABILITY

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. Neither Director Search nor any of our subsidiaries, affiliated companies, suppliers, employees, shareholders, or directors (“Director Search Affiliates”) shall be cumulatively liable for (a) any damages in excess of the aggregate fees paid by you to us in the immediately preceding three months from the event giving rise to the liability, if any, or US $100, whichever amount is greater, and (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service or any of the content or other materials on, accessed through or downloaded from Director Search. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

This limitation of liability shall not apply if you are subject to separate agreement entered into on behalf of your company with a separate Limitation of Liability provision that supersedes this section.

9 TERMINATION

9.1 MUTUAL RIGHTS OF TERMINATION

You may terminate this Agreement, for any or no reason, at any time, with notice to Director Search pursuant to Section 11.2 (Notice and Services of Process). We may terminate this Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. Termination of your Director Search account includes disabling your access to Director Search and may also bar you from any future use of Director Search.

9.2 MISUSE OF THE SERVICES

We may restrict, suspend or terminate the account of any Member or User who abuses or misuses the Services. Misuse of the Services includes inviting third parties to become Members or Users in violation of the terms of Membership and Use; abusing the Director Search messaging services; creating multiple or false profiles; using the Services commercially without our authorization, infringing any intellectual property rights, violating any of the acceptable use requirements set forth in Section 12 (Director Search Acceptable Use Policy), or any other behavior that we, in our sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, we have adopted a policy of terminating accounts of Members and Users who, in our sole discretion, are deemed to be repeat infringers under the United States Copyright Act.

9.3 EFFECT OF TERMINATION

Upon termination of your Director Search account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Section 4 (Your Rights) and Sections 5.2 (Services Availability), 5.3 (Third Party Sites), and 5.4 (Disclosure of Member Information).

10 DISPUTE RESOLUTION

10.1 LAW AND FORUM FOR LEGAL DISPUTES

Any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Florida regardless of your country of origin or where you access Director Search, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and us each agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Collier County, Florida, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and us further agree to submit to the personal jurisdiction of the courts located within Collier County, Florida for the purpose of litigating all such claims. Notwithstanding the above, you agree that we may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

10.2 ARBITRATION OPTION

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

11 GENERAL TERMS

11.1 SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

11.2 NOTICES AND SERVICE OF PROCESS

In addition to Section 3.3 (Notifications and Service Messages), notices may be posted on https://www.directorsearch.com, or sent via mail or courier to: Director Search, LLC, ATTN: Legal, PMB # 305, PO Box 413005, Naples, FL 34101-3005 USA. Additionally, Director Search accepts service of process at its Registered Agent’s address: F & L Corp, One Independent Drive, Suite 1300, Jacksonville, FL 32202. Any notices that you provide without compliance with this section shall have no legal effect.

11.3 ENTIRE AGREEMENT

You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Director Search services, third-party content or third party software.

11.4 AMENDMENTS TO THIS AGREEMENT

We reserve the right to modify, supplement, or replace the terms of this Agreement, effective prospectively upon posting at https://www.directorsearch.com or notifying you otherwise. For example, we may present a banner on the Services when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the site. If you do not want to agree to changes to this Agreement, you can terminate this Agreement at any time per Section 9 (Termination).

11.5 NO INFORMAL WAIVERS, AGREEMENTS OR REPRESENTATIONS

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any of our affiliates shall be deemed legally binding on us or any other affiliate, unless documented in a physical writing hand signed by our duly appointed officer or of the applicable affiliate.

11.6 NO INJUNCTIVE RELIEF

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

11.7 ASSIGNMENT AND DELEGATION

You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Director Search for any third party that assumes our rights and obligations under this Agreement.

12 DIRECTOR SEARCH ACCEPTABLE USE POLICY

As a condition to access Director Search, you agree to comply with Director Search’s Acceptable Use Policy as set forth below:

12.1 YOU AGREE TO COMPLY WITH THE FOLLOWING:

12.2 YOU AGREE WHILE USING THE SERVICES YOU WILL NOT:

13 COMPLAINTS REGARDING CONTENT POSTED ON DIRECTOR SEARCH

We also respect the intellectual property rights of others. Accordingly, this Agreement requires that information posted by Members and Users be accurate and not in violation of the intellectual property rights or other rights of third parties. To promote these objectives, Director Search provides a process for submission of complaints concerning content posted by our Members and Users.

13.1 COMPLAINTS REGARDING POSTED CONTENT

In accordance with our Member Agreement and these procedures, and regardless of whether we may be liable for any alleged violation of rights or inaccurate or unlawful content, we may remove or disable access to specified content appearing on the Director Search website upon receipt of a verified notice asserting that the content infringes intellectual property rights, is inaccurate, or is otherwise unlawful. If we disable access to or remove content, Director Search may make a good faith attempt to forward the written notification, including the complainant’s contact information, to the Member or User who posted the content and/or take other reasonable steps to notify the Member or User that we have received notice of an alleged violation of intellectual property rights or other content violation. The Member or User may refute a claim by submitting a counter-notice as permitted in these procedures. Any counter-notice submitted may be provided to the complainant with the Member’s or User’s contact information. Our policies and procedures for removing or disabling access to content alleged to be infringing, inaccurate or otherwise unlawful are and remain at our sole discretion. It is also our policy, in appropriate circumstances and in our discretion, to disable and/or terminate the accounts of Members, Users, or groups as the case may be, who may infringe or repeatedly infringe the intellectual property rights of others, or who otherwise post inaccurate or unlawful content.

13.2 COPYRIGHT INFRINGEMENT CLAIMS

Please note that any notice or counter-notice you submit must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notice or a counter-notice.

13.2.1 Notice of Copyright Infringement

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), Director Search has implemented procedures for receiving written notification of claimed infringements. Director Search has also designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may complete and submit a Notice of Copyright Infringement form, or otherwise provide a written communication which contains:

    Director Search, LLC
    PMB # 305,
    PO Box 413005,
    Naples, FL 34101-3005
    USA

13.2.2 Copyright Infringement Counter-Notice:

If you believe that a notice of copyright infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. You may complete the Counter-Notice Regarding Claim of Copyright Infringement form, or otherwise provide a written communication which contains:

Please submit your Counter-Notice to Director Search’s Copyright Agent via our online submission form or mail to the addresses specified above.

14 HOW TO CONTACT US

If you have questions or comments about this Member Agreement, please contact us online at [email protected] or by physical mail at:

    Director Search, LLC
    PMB # 305,
    PO Box 413005,
    Naples, FL 34101-3005
    USA

    Attention: Member Agreement Inquiries