Transfer Agreement - BoardDocs - Diligent - 2025-08-11 BoardDocs Data Transfer Agreement
This Data Transfer Agreement ("Data Transfer Agreement') is between Costa Mesa Sanitary District ("Customer) and Diligent
Corporation located at 1111 19th Street NW, Washington DC, 20036 ('Diligent") in connection with that certain agreement between
Customer and Diligent(collectively,the'Parties'and individually a"Pary)as may be in effect(the"Order Form)pursuant to which Diligent
provides its proprietary,web-based service known as BoardDocs(the"Service').Unless otherwise defined herein,all capitalized terms used
herein shall have the same definitions as set forth in the Order Form.By executing this Data Transfer Agreement,Customer authorizes Diligent
to export and transfer all data hosted by Diligent within the Service on behalf of the Customer(which may include Content, Client Data,or
any other defined term with similar meaning in the Order Farm)(all collectively referred to herein as"Customer Information")to Customer
in accordance with and subject to the terms and conditions described in this Data Transfer Agreement,
1.Access to Customer Information.Customer hereby authorizes Diligent to access,remove all encryption and ACL(access control list)and
move Customer Information from the Diligent servers,including all Confidential Information and Trade Secrets and any Customer Information
marked as"Executive Customer Information'or milar designation,for the purpose of exporting Customer Information from Diligent's secure
environment and transferring any requested copies of such Customer Information to Customer. Customer shall have the right to request
additional copies of Customer Information during the term of the Order Form or during any period of post-termination access provided for in
accordance with the Order Form.
2. Data Transfer. Diligent will use commercially reasonable efforts to transmit Customer Information using software selected by Diligent
("Storage Software')to Customer.Diligent agrees to store the Customer Information to be transmitted on the Storage Software using Diligent's
standard encryption practices.
3.Indemnity.Since all Customer Information was provided by,and belongs to,Customer,Customer shall defend,indemnify and hold Diligent
and its affiliates and their respective officers,directors,employees and agents harmless from any loss,cost,damage or expense incurred by
Diligent as a result of or in connection with the export and transfer of Customer Information, including,without limitation,any claim asserted
by a third party or any liability or obligation under any Intellectual Property, data privacy, data breach notification or other similar law or
regulation of any jurisdiction.
4.Limitation of Liability and Disclaimer.NO PARTY OR SUCH PARTY'S AFFILIATES OR CONTRACTORS WILL BE LIABLE FOR ANY
INDIRECT, INCIDENTAL. SPECIAL. PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS OR
REVENUES OR LOST DATA OR COSTS OF COVER ARISING FROM OR RELATED TO THE SERVICE,APPLICATIONS OR THIS DATA
TRANSFER AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED AND
REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE,
EXCEPT WITH RESPECT TO ANY OF CUSTOMER'S OBLIGATIONS UNDER THIS DATA TRANSFER AGREEMENT.CUSTOMER'S
SOLE REMEDY FOR ANY AND ALL CLAIMS,AND DILIGENT'S SOLE LIABILITY, RELATED TO THIS DATA TRANSFER AGREEMENT,
IS THAT DILIGENT SHALL, TO THE EXTENT THAT IT STILL HAS A COPY OF CUSTOMER INFORMATION IN ITS POSSESSION,
REPERFORM ITS OBLIGATIONS UNDER THIS DATA TRANSFER AGREEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE
RISKS INVOLVED IN DILIGENT EXPORTING CUSTOMER INFORMATION FROM DILIGENT'S SYSTEM TO THE STORAGE SOFTWARE
AND THEN TO CUSTOMER AS DESCRIBED HEREIN. DILIGENT HAS NO RESPONSIBILITY WHATSOEVER FOR LOSS,ACCESS OR
DISCLOSURE OF, OR DAMAGE TO, CUSTOMER INFORMATION IN CONNECTION WITH DILIGENT'S PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER. DILIGENT'S OBLIGATIONS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED.INCLUDING NO WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.NO STATEMENT BY DILIGENT, ITS AFFILIATES OR CONTRACTORS WILL CREATE ANY WARRANTY OF ANY KIND,
5.Miscellaneous.
(a) Unless the law that governs Customer's existence or operation prohibits this, any claim or dispute relating to this Data Transfer
Agreement will be submitted for binding arbitration in accordance with the Federal Arbitration Act, 9 U.S.C. 1-16 and this Data Transfer
Agreement will be governed by Delaware law. The Parties agree that the arbitrator must adhere to the terms and conditions of this Data
Transfer Agreement which may not be amended except in a writing signed by both Parties.
(b)If any portion of this Data Transfer Agreement is held to be unenforceable,the unenforceable portion will be construed as nearly as
possible to reflect the original intent of the Parties and the remained of the provisions will remain in full force and effect.Neither Party's failure
to insist upon strict performance of any provision of this Data Transfer Agreement will be construed as a waiver of any of its rights under this
Data Transfer Agreement.The terms and conditions of this Data Transfer Agreement will not be more strictly construed against either Party
since both Parties negotiated this mutually acceptable Data Transfer Agreement.This Data Transfer Agreement is to be interpreted and read
in
concert with,and as a part of,the Order Form', provided,however,that in the event of any conflict between this Data Transfer Agreement
and the Order Form,this Data Transfer Agreement shall govern.
"Customer" "Diligent"
Costa Mesa Sanitary Distric Diligent Corporation
Signature. / /4& V y/ Signature'
Name_AX�' " R�' CSI) yvpty Name.
Date Signe Effective Date'.
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