Chaymber Board Portal Subscription Agreement

This Agreement governs your organization’s subscription to the Chaymber Board Portal. It is between Chaymber LLC, a Colorado limited liability company at 4419 Centennial Blvd PMB 622, Colorado Springs, CO 80907 (“Chaymber”), and the organization identified at checkout or on the signature page (“Customer”, “you”).

You accept this Agreement by completing checkout and submitting payment, or by signing where a signature page is used. The same terms apply either way.

This Agreement applies to a Board Portal subscription purchased on its own. If your organization already subscribes to the Chaymber platform, the Board Portal is elected under the Chaymber Service Agreement instead and this Agreement does not apply.

The Chaymber Board Portal Terms of Use at chaymber.com/board-terms and the Chaymber Privacy Policy at chaymber.com/privacy-policy are incorporated by reference. Where this Agreement conflicts with either, this Agreement controls as between Chaymber and Customer.

1. Authority

The individual accepting this Agreement represents that they are at least eighteen years old and are authorized to bind the organization they identify at checkout. If you are not authorized to bind that organization, do not complete checkout.

2. What is included

Chaymber provides Customer with access to the Board Portal at board.chaymber.com, branded to Customer, for Customer’s board, officers and committee members. This includes the board roster, meetings, electronic voting, the document repository, electronic signature, committee channels, direct messaging, financial summaries, and the administrative settings described in the product.

Not included: the Chaymber member mobile application, white-label app store publishing, SMS messaging, custom feature development, and professional services. Those are available under a separate agreement.

**Users. **Customer may authorize any number of directors, officers and committee members to access the Board Portal. There is no per-user charge. Customer determines who has access and at what permission level.

**Administrators. **Customer designates its own administrators. Customer is solely responsible for the individuals it designates, for their conduct, and for removing their access promptly when their role ends.

3. Fees, billing and automatic monthly renewal

Read this section before completing checkout.

**Price. **$299 per month, unless a different amount is shown at checkout or on the signature page.

**Billing. **Billed monthly in advance. The first payment is charged at checkout. Each subsequent payment is charged on the same day of each following month using the payment method on file. Payments are processed by Stripe. Chaymber does not store full payment card numbers.

**Automatic renewal. **This subscription renews automatically every month and continues until cancelled. You will be charged $299 per month, every month, until you cancel.

**Cancelling. **You may cancel at any time from within the Board Portal, or by emailing support@chaymber.com. Cancellation takes effect at the end of the billing period in which you cancel. You keep access until that date. No further charges are made after cancellation.

**Refunds. **Because billing is monthly and cancellation is available at any time, fees already paid for the current month are not refunded. Chaymber does not charge an implementation or setup fee for this subscription.

**Price changes. **Chaymber may change the price on at least thirty (30) days’ written notice by email. A change takes effect at the start of the next billing period after the notice period ends. If you do not accept the change, cancel before it takes effect.

**Failed payments. **If a payment fails, Chaymber will retry and will notify you by email. If payment is not completed within [10] days, Chaymber may suspend access until payment is made. Suspension does not delete Customer Data.

**Taxes. **Fees are exclusive of sales and use taxes. Where Chaymber is required to collect tax, it will be added at checkout.

4. Term

This Agreement begins when you complete checkout or sign, and continues month to month until cancelled by either party. There is no minimum term and no early termination fee.

Chaymber may terminate on thirty (30) days’ written notice, or immediately if Customer materially breaches this Agreement and fails to cure within ten (10) days of written notice, or if Chaymber reasonably believes continued access presents a security or legal risk.

5. Board Portal users

Each individual Customer authorizes to access the Board Portal must accept the Chaymber Board Portal Terms of Use before first use. Customer will not represent those Terms of Use as containing terms they do not contain.

Customer acknowledges that administrators can access communications in the Board Portal’s channels, including committee channels, and that administrators cannot read direct messages between individual users. Customer is responsible for providing its users with any notice of that access required by law, by Customer’s own policies, or by Customer’s governing documents, in addition to the notice contained in the Board Portal Terms of Use.

6. Governance, voting and public bodies

Chaymber provides the mechanism by which votes, signatures, consents and attendance are recorded. Chaymber does not determine and does not represent that any vote, signature, consent, meeting, quorum determination or record created in the Board Portal is valid or effective under applicable law or under Customer’s articles, bylaws or policies.

Customer represents that its use of electronic voting and electronic signature through the Board Portal is permitted by applicable law and by its governing documents, and that Customer, not Chaymber, determines the validity and effect of any action taken.

Customer represents that it is not subject to open meeting, sunshine or public records laws that would be violated by the use of private committee channels, direct messaging, or electronic voting conducted outside a public meeting. Customer will notify Chaymber promptly if it becomes subject to any such law. Chaymber does not represent that the Board Portal is suitable for use by a public body.

7. Customer Data

Customer Data means any data, information or material provided or submitted by Customer or its users to the Board Portal, including board rosters, meeting records, ballots and votes, documents, signatures and receipts, financial records, and communications.

Customer retains all right, title and interest in Customer Data. Chaymber may access, use, process and disclose Customer Data only as necessary to provide, secure, support and improve the Board Portal and as permitted by this Agreement and applicable law.

Chaymber will not sell, rent or disclose Customer Data for consideration, will not use it for third-party advertising or other monetization, and will not sell Customer’s board governance records or the contents of Board Portal channels or direct messages. Chaymber may use de-identified and aggregated data to improve and demonstrate performance of the Board Portal.

Customer is the data controller for the personal data of its directors, officers and committee members and is responsible for the accuracy and lawfulness of what it submits and for obtaining any consents required.

8. Export and deletion

Customer may export Customer Data through the Board Portal at any time during the term in a structured, machine-readable format. On written request during the term or within thirty (30) days after termination, Chaymber will provide a complete export at no additional charge and will keep Customer Data accessible for that thirty-day period.

After that period, Chaymber will delete Customer Data from active production systems within thirty (30) days, and from routine backup and disaster recovery media in the ordinary course of rotation and in any event within ninety (90) days after termination. Chaymber may retain Customer Data where required by law or reasonably necessary to establish or defend legal claims; anything retained remains subject to the confidentiality and security obligations of this Agreement.

Customer is responsible for identifying any records held in the Board Portal that Customer is required by law to retain, including minutes, resolutions, ballots, signed disclosures and their receipts, and for exporting them within the period above. Chaymber’s deletion obligations apply as stated and are not conditioned on Customer having completed that export.

9. Security

Chaymber maintains commercially reasonable administrative, technical and physical safeguards designed to protect the security, confidentiality, integrity and availability of Customer Data, as described in the Chaymber Service Terms at chaymber.com/service-terms. Chaymber will notify Customer of a confirmed security incident affecting Customer Data without undue delay and no later than seventy-two (72) hours after confirmation, will investigate and remediate, and will cooperate with Customer’s response and notification obligations.

Customer is responsible for the security of its own accounts, including keeping credentials confidential and deprovisioning users whose role has ended.

10. Service availability and support

Chaymber targets [99.5%] uptime for the Board Portal, measured monthly and excluding scheduled maintenance and events outside Chaymber’s reasonable control. [DECISION: confirm whether an uptime target and any credit remedy apply to this subscription.]

Support is available by email at support@chaymber.com, with responses generally provided within 24 business hours.

11. Confidentiality

Each party will use the other’s non-public information only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to personnel and advisors with a need to know who are bound by comparable obligations. These obligations survive termination for five (5) years. Information that is public through no fault of the receiving party, already known without restriction, independently developed, or rightfully obtained from a third party is excluded.

12. Warranties and disclaimers

Each party warrants it has full right and authority to enter into and perform this Agreement. Chaymber warrants the Board Portal will perform in all material respects in accordance with its documentation.

EXCEPT AS EXPRESSLY STATED ABOVE, THE BOARD PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHAYMBER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE BOARD PORTAL WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

CHAYMBER DOES NOT PROVIDE LEGAL, ACCOUNTING, TAX, GOVERNANCE OR COMPLIANCE ADVICE, AND MAKES NO REPRESENTATION THAT ANY VOTE, SIGNATURE, CONSENT, MEETING, QUORUM DETERMINATION OR RECORD CREATED IN THE BOARD PORTAL SATISFIES ANY LEGAL OR GOVERNANCE REQUIREMENT APPLICABLE TO CUSTOMER.

13. Limitation of liability

EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN SECTION 14, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO CHAYMBER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUE OR DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. THESE LIMITS DO NOT APPLY TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR CUSTOMER’S PAYMENT OBLIGATIONS.

14. Indemnification

Chaymber will indemnify, defend and hold harmless Customer from third-party claims alleging that the Board Portal, used as permitted by this Agreement, infringes or misappropriates a third party’s intellectual property rights.

Customer will indemnify, defend and hold harmless Chaymber from third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s or its users’ use or misuse of the Board Portal, Customer’s breach of this Agreement, Customer Data, and any allegation that Customer’s intellectual property infringes a third party’s rights.

15. Changes to this Agreement

Chaymber may update this Agreement. Chaymber will give at least thirty (30) days’ written notice by email before a material change takes effect. Continued use after the notice period constitutes acceptance. If you do not accept a material change, cancel before it takes effect.

16. Governing law and disputes

This Agreement is governed by Colorado law without regard to conflict of law principles. Disputes will be resolved exclusively in the state or federal courts located in [El Paso County], Colorado, and the parties consent to that jurisdiction. Nothing here prevents either party from seeking injunctive relief to protect confidential information or intellectual property.

17. General

This Agreement, together with the Board Portal Terms of Use and the Privacy Policy, is the entire agreement on this subject and supersedes all prior understandings. If any provision is held unenforceable, the rest remains in effect. Neither party may assign this Agreement without the other’s consent, except that either may assign in connection with a merger, acquisition or sale of substantially all assets. Neither party is liable for delay caused by events beyond its reasonable control. Notices to Chaymber may be sent to support@chaymber.com. The parties are independent contractors.

The following survive termination: accrued fees; Sections 5, 6, 7, 8, 11, 12, 13, 14, 16 and 17; and any provision that by its nature is intended to survive.

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