Director's Desk Upgrade with Data Transfer Tool and Continued Access

    Director's Desk Upgrade with Data Transfer Tool hyperlink implemented March 1, 2024

    Directors Desk Upgrade

    (a) Customer subscribes to the Directors Desk board portal (“Directors Desk”) under one or more ordering document(s) (including any amendments, exhibits, or other attachments thereto) (the “DD Service Order”) between Customer and the Nasdaq Corporate Solutions contracting entity on the DD Service Order. Customer will be upgraded from Directors Desk to the Nasdaq Boardvantage board portal (the “Service”) as further described in this Service Order. The DD Service Order and Customer’s access to Directors Desk will automatically terminate on the date Customer is upgraded from Directors Desk to the Service.

    (b) Corporate Solutions and the Nasdaq Corporate Solutions contracting entity on the DD Service Order are both wholly owned subsidiaries of Nasdaq, Inc. (“Nasdaq”). Corporate Solutions is authorized by Nasdaq to amend and terminate the DD Service Order on behalf of the Nasdaq Corporate Solutions contracting entity that executed the DD Service Order.

    Data Transfer Tool

    (a) Corporate Solutions will help facilitate the migration of certain categories of data in Directors Desk to the Service, with a standardized data transfer tool (the “Data Transfer Tool”).

    (b) CORPORATE SOLUTIONS AND ITS AFFILIATES PROVIDE THE DATA TRANSFER TOOL ON AN "AS IS" BASIS. CORPORATE SOLUTIONS AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE DATA TRANSFER TOOL, INCLUDING, WITHOUT LIMITIATION: (I) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND (II) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADDITIONALLY, CORPORATE SOLUTIONS AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE DATA TRANSFER TOOL WILL MEET THE REQUIREMENTS OF CUSTOMER OR ANY OTHER PERSON OR ENTITY, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

    DD Continued Access

    (a) Corporate Solutions grants to Customer, from the date of the upgrade from Directors Desk to the Service, and for a period of ninety (90) days, a right to access Directors Desk for the sole purpose of viewing and downloading data stored in Directors Desk (“DD Continued Access”), provided, however, that Corporate Solutions may terminate DD Continued Access at any time by providing Customer no less than thirty (30) days prior written notice. Customer may terminate DD Continued Access at any time with notice to Corporate Solutions (email to Customer’s Account Director being sufficient).

    (b) The terms of the Agreement govern DD Continued Access. For purposes of DD Continued Access, the term “Agreement” means, collectively, the MSA and this Section (DD Continued Access) of the Service Order. No other terms contained in this Service Order apply to DD Continued Access. Customer may not upload or create and aggregate new content in DD Continued Access. Customer shall take reasonable security precautions to prevent unauthorized access and use of DD Continued Access, including, without limitation, complying with the reasonable security specifications designed to prevent unauthorized access and use of DD Continued Access. Customer shall not provide any third party access to DD Continued Access. If DD Continued Access is used otherwise than in accordance with the terms of the Agreement, Corporate Solutions reserves the right to immediately suspend DD Continued Access for Customer and shall have no liability associated with such suspension. The number of users permissioned to DD Continued Access shall not exceed the total amount of users permissioned to Directors Desk as of the effective date of this Service Order.

    (c) CORPORATE SOLUTIONS AND ITS AFFILIATES PROVIDE DD CONTINUED ACCESS ON AN "AS IS" BASIS. CORPORATE SOLUTIONS AND ITS AFFILIATES MAKE NO REPRESENATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING DD CONTINUED ACCESS, INCLUDING, WITHOUT LIMITIATION: (I) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND (II) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADDITIONALLY, CORPORATE SOLUTIONS AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT DD CONTINUED ACCESS WILL MEET THE REQUIREMENTS OF CUSTOMER OR ANY OTHER PERSON OR ENTITY, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

     

    Directors Desk Upgrade

    (a) Customer subscribes to the Directors Desk board portal (“Directors Desk”) under one or more ordering document(s) (including any amendments, exhibits, or other attachments thereto) (the “DD Service Order”) between Customer and the Nasdaq Corporate Solutions contracting entity on the DD Service Order. Customer will be upgraded from Directors Desk to the Nasdaq Boardvantage board portal (the “Service”) as further described in this Service Order. The DD Service Order and Customer’s access to Directors Desk will automatically terminate on the date Customer is upgraded from Directors Desk to the Service.

    (b) Corporate Solutions and the Nasdaq Corporate Solutions contracting entity on the DD Service Order are both wholly owned subsidiaries of Nasdaq, Inc. (“Nasdaq”). Corporate Solutions is authorized by Nasdaq to amend and terminate the DD Service Order on behalf of the Nasdaq Corporate Solutions contracting entity that executed the DD Service Order.

    Data Transfer Tool

    (a) Corporate Solutions will help facilitate the migration of certain categories of data in Directors Desk to the Service, with a standardized data transfer tool (the “Data Transfer Tool”).

    (b) CORPORATE SOLUTIONS AND ITS AFFILIATES PROVIDE THE DATA TRANSFER TOOL ON AN "AS IS" BASIS. CORPORATE SOLUTIONS AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE DATA TRANSFER TOOL, INCLUDING, WITHOUT LIMITIATION: (I) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND (II) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADDITIONALLY, CORPORATE SOLUTIONS AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE DATA TRANSFER TOOL WILL MEET THE REQUIREMENTS OF CUSTOMER OR ANY OTHER PERSON OR ENTITY, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

    DD Continued Access

    (a) Corporate Solutions grants to Customer, from the date of the upgrade from Directors Desk to the Service, and for a period of ninety (90) days, a right to access Directors Desk for the sole purpose of viewing and downloading data stored in Directors Desk (“DD Continued Access”), provided, however, that Corporate Solutions may terminate DD Continued Access at any time by providing Customer no less than thirty (30) days prior written notice. Customer may terminate DD Continued Access at any time with notice to Corporate Solutions (email to Customer’s Account Director being sufficient).

    (b) The terms of the Agreement govern DD Continued Access. For purposes of DD Continued Access, the term “Agreement” means, collectively, the MSA and this Section (DD Continued Access) of the Service Order. No other terms contained in this Service Order apply to DD Continued Access. Customer may not upload or create and aggregate new content in DD Continued Access. Customer shall take reasonable security precautions to prevent unauthorized access and use of DD Continued Access, including, without limitation, complying with the reasonable security specifications designed to prevent unauthorized access and use of DD Continued Access. Customer shall not provide any third party access to DD Continued Access. If DD Continued Access is used otherwise than in accordance with the terms of the Agreement, Corporate Solutions reserves the right to immediately suspend DD Continued Access for Customer and shall have no liability associated with such suspension. The number of users permissioned to DD Continued Access shall not exceed the total amount of users permissioned to Directors Desk as of the effective date of this Service Order.

    (c) CORPORATE SOLUTIONS AND ITS AFFILIATES PROVIDE DD CONTINUED ACCESS ON AN "AS IS" BASIS. CORPORATE SOLUTIONS AND ITS AFFILIATES MAKE NO REPRESENATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING DD CONTINUED ACCESS, INCLUDING, WITHOUT LIMITIATION: (I) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND (II) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADDITIONALLY, CORPORATE SOLUTIONS AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND THAT DD CONTINUED ACCESS WILL MEET THE REQUIREMENTS OF CUSTOMER OR ANY OTHER PERSON OR ENTITY, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.