Diligent Product Terms Page

The below product-specific terms and conditions shall apply for each Diligent Service purchased by a Client pursuant to an Order Form referencing this webpage:

• If Client is purchasing access to Diligent Boards (including Sites, Committees/Meeting Groups, Users (Board Members/Executives), Administrators, Diligent D&O, Diligent Evaluations, Diligent Minutes, Diligent Messenger, Secure File Sharing, or Secure Meeting Workflow), the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Diligent Entities, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Diligent Compliance or Solisma, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Diligent Nominations and/or News Analytics, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Diligent Equity (formerly known as EquityEffect), the terms and conditions available here apply to such purchase.
• If Client is purchasing access to a Diligent event or conference (including Modern Governance Summit (MGS)), the terms and conditions available here apply to such purchase.
• If Client is purchasing access to BoardEffect, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to BoardDocs, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Brainloop Secure Data Room Service (BDRS), MeetingSuite or MeetingSuiteCONNECT, the terms and conditions available here apply to such purchase.
• If Client is purchasing Professional Services associated with BoardDocs, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to iCompass, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Community, Community Essential, or Community by Diligent, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Manzama, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to CGLytics, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Diligent Governance Intel, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Diligent Director Network, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Diligent Market Intelligence, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Compliance and Ethics Training, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Compliance Products and/or associated Professional Services, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Risk Intelligence Data or RID, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Info4C products, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Diligent Accuvio and/or Diligent ESG, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to Diligent HighBond (or any module or application of the Diligent HighBond platform), Robotics, RSAM, ACL for Windows, ACL Analytics or ACL Analytics Exchange (AX), the terms and conditions available here apply to such purchase.
• If Client is purchasing or otherwise receiving access to any Diligent APIs, the terms and conditions available here apply to such purchase.
• If Client is purchasing access to the Diligent Climate Leadership Certification program (or other Diligent Certification Program), the terms and conditions available here apply to such purchase.
• If Client is purchasing access to the Market Insights Report with S&P, the terms and conditions available here apply to such purchase

Third Party-Terms

• For the Livestream Manager for Diligent Community Service (which includes access to BoxCast Video Streaming) and any other Diligent Service which includes access to BoxCast Video Streaming, the terms and conditions available here also apply to such purchase
• If any Diligent Service includes access to any DocuSign product or service, the terms and conditions available here also apply to such purchase.
• If any Diligent Service includes access to any Glass Lewis product or service, the terms and conditions available here also apply to such purchase.
• If any Diligent Service includes access to any Snowflake product or service, the terms and conditions available here also apply to such purchase.
• If any Diligent Service includes access to any Moody's product or service, the terms and conditions available here also apply to such purchase.

COMPLIANCE ADVISORY SERVICES ADDITIONAL PRODUCT TERMS

The following additional product terms apply when the Client purchases Professional Services identified as Compliance Advisory Services.Any defined terms not defined herein shall have thedefinitionssetoutintheGeneralTermsandConditions.TotheextentthatthereisaconflictbetweentheseProduct Terms and the General Terms and Conditions, these terms shall control.

DEFINITIONS

Background Rights means intellectual property developed and/or owned by aParty prior to commencement of work under an Order Form, Statement of Work, or otherwise throughout the course of business.

Client Data means all data or information submitted by Client or third parties at the request of Client as part of the Professional Services.

DataProtectionLawsmeansalllawsandregulationsapplicabletotheProcessingofPersonalDataundertheAgreement, including the Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation)and all other laws and regulations of any jurisdiction in which Persona lData is beingProcessed by Client or Diligent relating to data protection.

Implementation means the onboarding process for new Clients.

Red Flag means a symbol or any other written warning in Deliverables drawing Client’s attention to information found that may be of interest and require further evaluation by Client.

Subcontractor means a third party engaged by or on behalf of Diligent that may perform services and/or process Client Data as part of the performance of DiligentServices.

Scope/Deliverables

• The Scope and Deliverables for the Professional Services are as detailed in the Order Form or Statement of Work as applicable. Additional Professional Services may be purchased by Client and Diligent agreeing to either an amendment to the Order Form or (in the case of adjusting existing Professional Services) by submission by Client of a Change Request.
• Deliverables will be prepared for Client within the timeframes communicated to Client. Diligent may reasonably extend the agreed timeframes on notice to Client.
• If Client has not requested and/or used the Professional Services (or any part of thereof) before the end of the Term (and this is not due to a failure by Diligent to schedule its personnel), Diligent shall not be obligated to provide any Professional Services after the Term.
• At its discretion, Diligent may utilize vetted Subcontractors to provide portions of theProfessional Services requiring local knowledge, access to local resourcesoruniquelanguageskills.AllSubcontractorswillbeboundbyconfidentiality and anti-corruption provisions at least as stringent as those contained in the General Terms and Conditions (and/or any OrderForm(s)).Diligent will be responsible for all acts and/or omissions of any Subcontractor in connection with this Agreement to the same extent as if Diligent performed such acts and/or omissions.

CLIENTRESPONSIBILITIES

Client will (a) provide resources and key decision-makers to support Implementation tasks; (b) make available one or more Client representatives with knowledge of Client’s internal business organization, practices and preferences throughout the Term; and (c)designate an individual who be the single point of contact for any the Professional Services.

PROPRIETARYRIGHTSANDLICENSES

Intellectual Property Rights in Deliverables.

All right, title, and interest in and to all Deliverables will belong solely to Client without Diligent reserving or otherwise having any rights there in whatsoever except asset forth inSection4.5below.

Restrictions.

Deliverables are confidential and for internal use only by the Client. The Parties agree that Deliverables may not be disclosed to third parties other than Client’s legal advisors and regulatory authorities. Information supplied in the Deliverables is intended for the sole purpose of Client’s internal evaluation.Any other use and any communication, publication, disclosure, dissemination or reproduction of the Deliverables or any portion of Deliverables contents without the prior written consent of Diligent is not permitted. Diligent assumes no direct, indirect, or consequential liability to any third party or other person who is not the intended recipient of the Deliverables, or for any usage of the Deliverables other than as permitted within these Product Terms.

Work Made for Hire.

All Deliverables shall be deemed, to the extent possible, a“work made for hire” by Diligent for Client under law or any similar provision of law under other jurisdictions.

Assignment of Title.

In the event and to the extent that: (a) any Deliverables, or any part or element thereof, may not, by operation of law, vest in Client; and/or (b) any Deliverables, or any part or element thereof, is not, as a matter of law, a “work made for hire” for the sole benefit of Client,Diligent hereby conveys, transfers, and assigns to Client all right, title, and interest, throughout the world, in perpetuity, in any media now known or later devised, and without further consideration, in and to, as applicable, such Deliverables, or such part or element thereof. Diligent shall execute, at Client’s request and expense, all documents and other instruments reasonably necessary or desirable to confirm such assignment.

BackgroundRights.

Notwithstanding anything to the contrary in the Agreement, neither Party will acquire any right, title or interest in and to any Background Rights of the other Party. Diligent here by grants Client a world wide, non-exclusive, perpetual, irrevocable, fully paid right and license to use any Diligent Background Rights solely as and to the extent incorporated into any Deliverables created for Client.

DISCLAIMERS

The following disclaimers apply to Deliverables:

• To the extent information contained in Deliverables is based upon a review of publicly available records, such information, as presented, relies upon the accuracy and completeness of those records. Diligent expressly disclaims all liability for the accuracy open source, or field sourced information.
• Statements concerning financial, regulatory or other matters should be understood to be generalobservationsbasedsolelyonDiligent’sexperienceandmaynotberelieduponasfinancial, regulatory or legal advice, which Diligent is not authorized to provide.
• Information contained in Deliverables does not constitute a recommendation, endorsement, opinion or approval of any kind with respect to any transaction, decision or evaluation and should not be relied upon as such under any circumstances.
• Information contained in Deliverables is point-in-time information and Diligent undertakes no obligation to update any Deliverables after they are provided to Client.
• Diligent does not guarantee that hyperlinks included in any Deliverables will continue to be active after such Deliverables are provided to Client.
• The inclusion of Red Flags in Deliverables does not mean that an action, transaction, or business relationship should be terminated or not undertaken, but are identified so that Client may decide whether to engage in whatever level of deliberation or additional due diligence it deems appropriate under the circumstances.
• BoththeconductofresearchandinvestigationandtheDeliverablesreflectDiligent’scompliancewithlegally obtainable information (LOI) and data protection regulations in the relevant jurisdictions. OnlyinformationwhichislegallyobtainableandcanbeprocessedunderapplicableDataProtectionLawsandregulationsisincluded.

Last updated: May 30th, 2025