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ACC User Agreements

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ACC’S PRIVACY POLICY

The Association of Corporate Counsel ("ACC") is committed to and recognizes your need for protection and privacy issues on the Internet.

In general, you can visit our Web site without telling us who you are or revealing any information about yourself. We do collect the IP addresses and domain names of visitors for site administration purposes, such as to analyze this data for trends and statistics. No personal information is obtained, but the patterns of usage may be tracked and monitored. We may share statistical or aggregated non-personal information about our users with advertisers, business partners, sponsors and other third parties. This data is used to customize our Web site content and advertising to deliver a better experience to our users.

Collecting Personal Identifiable Information

There are times when we may collect personal information from you; for example, when you are registering for the ACC annual meeting or signing up for membership. In addition, we request personal information when you register to receive additional information regarding our products and services or send us a question. If you choose not to give information we request, you can still visit most of the ACC Web site, but you may be unable to access certain options, offers and services. Unless otherwise stated, personal information provided by users will be used for marketing and promotional purposes only by ACC.

We collect the following information from you voluntarily:

  1. Name
  2. Address, either work or home
  3. Birth date
  4. Law school name and graduation date
  5. Jurisdictions in which you are licensed to practice law
  6. Ethnicity and gender
  7. The industry of your employer

Mailing Lists

Personal information of registrants of ACC's educational programs, including the New to In-house Institute, Corporate Counsel University, and the Annual Meeting may be shared with sponsors of these meetings for promotional purposes. This information provided will contain the name, title, company and mailing address of all meeting attendees. These lists will be available in hard copy to all attendees at the meetings.

ACC sells member mailing information through a third-party vendor. Only members’ name, title, company and mailing address are included on these lists. Any members may remove themselves from this mailing list by contacting our Membership Department.

Removing or Updating Personal Information

If you change your mind or wish to update personal information (such as your zip code), we will endeavor to correct, update or remove the personal data you give us. You can verify the information on record by looking up your record in the online membership directory.

You may change your personal information by going directly to My Contact Info (must be logged in). You may at any time revise your personal information or question it by directly contacting our Membership Department at Membership Department or by calling +1.202.293.4103 x360.

ACC reserves the right to disclose user information in special cases, when we have reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, other Web site users or anyone else who could be harmed by such activities. We may disclose personal information in response to a subpoena, when we believe in good faith that the law requires it or to respond to an emergency situation.

Chapter Mailing List Policy

Chapters are prohibited from distributing or selling member mailing lists. This includes email addresses, phone numbers and fax numbers. ACC maintains this policy so unwanted companies, vendors or law firms will not solicit chapter members. If a vendor or sponsor wants access to a mailing list of any chapter for solicitation purposes, they should be instructed to contact the national office. They will be subject to the mailing list policy as stated in the paragraph above.

Links to Other Web Sites

ACC's Web site may contain links to other sites such as ACC's Alliance Partners or relevant legal sites. These sites are not controlled by ACC and ACC is not responsible for any content contained on any such Web site. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible the privacy practices employed by other sites. As with our site, you should become familiar with any external party's privacy policy when visiting that site.

Disclaimers

THIS WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" AND ACC EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF, THIS WEBSITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU, NOT ACC, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THIS WEBSITE.

Except as specifically stated in this Policy, or elsewhere on this Web site, or as otherwise required by applicable law, neither ACC nor its directors, employees, content providers, affiliates or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental or punitive damages) arising out of your use of, your inability to use or the performance of this Web site or the Content whether or not we have been advised of the possibility of such damages.

ACC uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content, but we make no representations or warranties as to the Content's accuracy, correctness or reliability.

Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.

Posting Information on ACC Online

You are responsible for the content of any Information you put on ACC Online. The Information posted to ACC Online does not necessarily reflect the views of ACC and in no event shall ACC assume or have any responsibility or liability for any information posted to ACC Online or for any claims, damages or losses resulting from the use and/or appearance of such information on ACC Online. ACC has no obligation to, and does not in the normal course, monitor or control any Information that is or becomes available on ACC Online. ACC reserves the right to review any Information that is or becomes available on ACC Online. ACC reserves the right to refuse to post or to edit or remove, in whole or in part, any Information that is, in ACC's sole discretion, unacceptable, undesirable or in violation of these rules. ACC has no obligation to exercise such reservation of rights by ACC; however, ACC has adopted and implemented a policy respecting the copyright law that provides for the termination in appropriate circumstances of users of the ACC Online system or network who are repeat infringers. ACC may terminate access for content providers or forum participants who are found repeatedly to provide or post protected material without necessary rights and permissions. By submitting information to ACC, you grant ACC a perpetual, royalty-free, worldwide license to use, transmit, copy and display such information in any and all media now know or hereinafter devised and represent that you have all necessary rights in such posting.

Any material changes to the privacy policy will be posted on this page, the membership page and on ACC's homepage.

This policy is effective as of July 1, 2004

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ACC’S TERMS OF USE

AGREEMENT BETWEEN USER AND ACC

The Association of Corporate Counsel ("ACC") Web Site is comprised of various Web pages operated by ACC. "ACC Web Site" shall be defined herein to include acc.com and all other Web pages operated or hosted exclusively by ACC ("Services").

The ACC Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the ACC Web Site constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

ACC reserves the right to change the terms, conditions, and notices under which the ACC Web Site is offered, including but not limited to the charges associated with the use of the ACC Web Site.

You may not use the ACC Web Site and may not accept the Terms of Use (“Terms”) if you are a person barred from using services that ACC provides under the laws of any country in which you are resident or from which you use the Services.

ACC reserves the right to disclose aggregated data, or information or statements we publish without attribution to any identifiable individual, or specific data or statements that you separately and specifically agree we can share with the larger public or media, without infringing upon the user's confidentiality.

LINKS TO THIRD PARTY SITES

The ACC Web Site may contain links to other web sites ("Linked Sites"). The Linked Sites are not under the control of ACC and ACC is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. ACC is not responsible for webcasting or any other form of transmission received from any Linked Site. ACC is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by ACC of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the ACC Web Site, you warrant to ACC that you will not use the ACC Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the ACC Web Site in any manner, which could damage, disable, overburden, or impair the ACC Web Site or interfere with any other party's use and enjoyment of the ACC Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the ACC Web Site, including, but not limited to, data mining, robots, or similar data gathering and extraction tools.

ANTITRUST STATEMENT

ACC and ACC members need to be mindful of constraints of anti-trust or competition laws when engaging with each other at ACC-hosted activities. ACC's Annual Meeting, Chapter Events, Workshops, Group Gatherings, Webcasts, Seminars/Sessions, Electronic Community Platforms, Social Networking groups, and any other group gathering (facilitated by technology or in person) are conducted for educational purposes, to provide a forum for the open discussion and free exchange of ideas even amongst companies that may otherwise compete in the marketplace. At any gatherings, members are reminded that it is their responsibility to avoid (and where they see others acting in such a manner, to discourage) any agreement or inappropriate conversations that could have anti-competitive effects or could constitute a restraint on trade. In discussing the pros and cons on a topic of discussion, members may express an opinion, but must avoid collective agreements on how any particular issue/matter should be handled. For more information on appropriate and inappropriate competitive behavior at ACC meetings, please feel free to consult. Read our Competition Law Guidelines.

PASSWORDS AND ACCOUNT SECURITY

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to ACC for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify ACC immediately at membership@acc.com.

You agree to not share access to the ACC Web Site.

USE OF COMMUNICATION SERVICES

The ACC Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities (collectively, "Communication Services") designed to enable you to communicate with the public at large or with a group. You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Advertise or offer to sell or buy any goods or services for any business purpose;
  • Solicit for any open jobs or positions, either temporary or permanent, or make any other type of solicitation ACC deems to be inappropriate;
  • Conduct or forward surveys, contests, pyramid schemes or chain letters;
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner;
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent;
  • Restrict or inhibit any other user from using and enjoying the Communication Services;
  • Violate any code of conduct or other guidelines, which may be applicable for any particular Communication Service;
  • Violate any applicable laws or regulations.

ACC has no obligation to monitor the Communication Services. However, ACC reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. ACC does not control or endorse the content, messages or information found in any Communication Service and, therefore, ACC specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. ACC Members are not authorized ACC spokespersons, and their views do not necessarily reflect those of ACC.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO ACC OR POSTED TO ANY ACC WEB SITE

ACC does not claim ownership of the materials you provide to ACC (including feedback and suggestions) or post, upload, input or submit to any ACC Web Site (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting ACC and necessary sub-licensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; none of which will reveal your name in connection with your Submission unless you, the individual user, agree to permit such in a separate agreement with ACC.

No compensation will be paid with respect to the use of your Submission, as provided herein. ACC is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in ACC’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE ACC WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. ACC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE ACC WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE ACC WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

ACC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE ACC WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. ACC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE ACC WEB SITE, WITH THE DELAY OR INABILITY TO USE THE ACC WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE ACC WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE ACC WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ACC (OR ANY OF ITS SUPPLIERS) HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ACC WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE ACC WEB SITE.

Except as prohibited by law, you will hold ACC and its officers, directors, employees, and agents harmless for any indirect, punitive, special, incidental, or consequential damage, however it arises (including attorneys' fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence, or other tortious action, or arising out of or in connection with these Terms, including without limitation any claim for personal injury or property damage, arising from (i) your use of and access to the Services; (ii) your violation of any of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.

SERVICE CONTACT: legalresources@acc.com

TERMINATION/ACCESS RESTRICTION

ACC reserves the right, in its sole discretion, to edit, refuse to post, or remove any information or materials, in whole or in part, or to terminate your access to the ACC Web Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the District of Columbia, and you hereby consent to the exclusive jurisdiction and venue of courts in the District of Columbia in all disputes arising out of or relating to the use of the ACC Web Site. Use of the ACC Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and ACC as a result of this agreement or use of the ACC Web Site.

ACC’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of ACC’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the ACC Web Site or information provided to or gathered by ACC with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and ACC with respect to the ACC Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and ACC with respect to the ACC Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this agreement and all related documents be drawn up in English and the English language meaning of the Terms will govern your relationship with ACC.

PRIVACY AND PERSONAL INFORMATION

For information about ACC data protection practices, please read ACC’s Privacy Policy. This policy explains how ACC treats your personal information, and protects your privacy, when you use the Services. You agree to the use of your data in accordance with ACC’s Privacy Policy. If you become aware of any unauthorized use of your password or of your account, you agree to notify ACC immediately at membership@acc.com.

PERPETUITY RIGHTS

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and ACC have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this agreement shall continue to apply to such rights, obligations and liabilities indefinitely.

ADVERTISEMENT

Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by ACC on the Services are subject to change without specific notice to you.

COPYRIGHT AND TRADEMARK NOTICES

All contents of the ACC Web Site are: Copyright 2014 by ACC and/or its suppliers. All rights reserved.

TRADEMARKS

The names of actual companies and products mentioned within the ACC Web Site may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Service Contact. ALL INQUIRIES NOT SUBMITTED ACCORDING TO THIS PROCEDURE WILL RECEIVE NO RESPONSE.

GENERAL LEGAL TERMS

The Terms constitute the whole legal agreement between you and ACC and govern your use of the Services (but excluding any services which ACC may provide to you under a separate written agreement), and completely replace any prior agreements between you and ACC in relation to the Services.

You acknowledge and agree that the form and nature of the Services, which ACC provides, may change from time to time without prior notice to you.

You agree that ACC may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

ACC has chapters, committees, and affiliated legal entities around the world ("Subsidiaries and Affiliates"). Sometimes, these organizations will be providing the Services to you on behalf of ACC. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

As part of ACC’s continuing innovation, you acknowledge and agree that ACC may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at ACC’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform ACC when you stop using the Services.

You acknowledge and agree that if ACC disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content, which is contained in your account.

Unless you have been specifically permitted to do so in a separate agreement with ACC, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, most especially including not sharing the data supplied by other ACC members to law firms or other vendors who are not ACC members. You agree that you are solely responsible for (and that ACC has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which ACC may suffer) of any such breach.

You acknowledge and agree that while ACC may not currently have set a fixed limit on the number of transmissions you may send, receive, or store/manage through the Services, such fixed limits may be set by ACC at any time, at ACC’s discretion.

You agree that if ACC does not exercise or enforce any legal right or remedy which is contained in the Terms (or which ACC has the benefit of under any applicable law), this will not be taken to be a formal waiver of ACC’s rights and that those rights or remedies will still be available to ACC.

Unless ACC has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Software. This means also that you shall not share your password or member access with non-members or ineligible members.

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and ACC have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this agreement shall continue to apply to such rights, obligations and liabilities indefinitely.

If any disagreement or dispute arises regarding these Terms or any rights or obligations conveyed hereunder, the disagreement shall be resolved, whenever possible, by meeting and conferring. If such efforts are unsuccessful, either you or ACC (collectively “Parties” or individually “Party”) shall seek a resolution via binding arbitration, to be conducted in the District of Columbia and in accordance with the then-prevailing rules of the American Arbitration Association. Any award conferred shall be enforceable in any court of suitable jurisdiction in the District of Columbia. The arbitration requirement does not apply to requests for injunctive relief.

Parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration both Parties each waive any right to a jury trial. Parties both agree that either Party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

The Terms, and your relationship with ACC under the Terms, shall be governed by the laws of the District of Columbia, USA, without regard to conflict of laws provisions. You and ACC agree to submit to the exclusive jurisdiction of the courts located within the District of Columbia to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that ACC shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

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ACC CONTRACT ADVISOR TERMS & CONDITIONS

OVERVIEW:

These Terms and Conditions (“T&C”) govern your use of the Association of Corporate Counsel (“ACC”) Contract Advisor, a platform for building and benchmarking contracts (“Contract Advisor”). By using, visiting, or browsing Contract Advisor, you accept and agree to these T&C. If you do not agree to these T&C, do not use Contract Advisor. Additionally, ACC reserves the right to make changes to Contract Advisor, and these T&C at any time. If any of these T&C shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any of the remaining T&C.

1. PRIVACY POLICY

  1. Upon registering to use and access certain functions on Contract Advisor, you are required to completely and accurately provide the requested information. Additionally, you are required to keep your login information (username and password) private; you are neither permitted to share your login information with another party nor use a third party’s account to gain access to the features of Contract Advisor. ACC is not responsible for third party use of your account and shall not be held liable for losses incurred by you for any such use, under any circumstances. You may be held liable for any losses incurred by ACC, its affiliates, officers, directors, employees, consultants, agents and representatives due to someone else's use of your account or password.

  2. As a registered user of Contract Advisor, you may be asked to provide personal information in a questionnaire, application, form or similar document or service. This information will be maintained pursuant to ACC’s Privacy Policy (“Privacy Policy”).

2. SERVICES

  1. As used in these T&C, “Services” means any and all features and documents available to users of Contract Advisor.

  2. The documents made available by the use of this site should not be construed as legal advice. All documents should be carefully reviewed for accuracy and appropriateness in a given situation and jurisdiction, and ACC makes no warranties as to the accuracy, appropriateness, or effectiveness of these documents nor does ACC guarantee or warrant that these documents will be legally binding.

3. INDEMNIFICATION

  • Except as prohibited by law, you will hold ACC and its officers, directors, employees, and agents harmless for any indirect, punitive, special, incidental, or consequential damage, however it arises (including attorneys' fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence, or other tortious action, or arising out of or in connection with these T&C, including without limitation any claim for personal injury or property damage, arising from (i) your use of and access to the Services; (ii) your violation of any of these T&C; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your content caused damage to a third party. This defense and indemnification obligation will survive these T&C and your use of the Services.

4. DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION WAIVER

  1. If any disagreement or dispute arises regarding these T&C or any rights or obligations conveyed hereunder, the disagreement shall be resolved, whenever possible, by meeting and conferring. If such efforts are unsuccessful, either you or ACC (collectively “Parties” or individually “Party”) shall seek a resolution via binding arbitration, to be conducted in the District of Columbia and in accordance with the then-prevailing rules of the American Arbitration Association. Any award conferred shall be enforceable in any court of suitable jurisdiction in the District of Columbia. The arbitration requirement does not apply to requests for injunctive relief.

  2. Parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration both Parties each waive any right to a jury trial. Parties both agree that either Party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

5. GOVERNING LAW

  • By using these Services, you agree that the United States Federal Arbitration Act, applicable federal law, and the laws of the District of Columbia, without regard to principles of conflict of laws, will govern these T&C and any dispute of any sort that might arise between you and ACC.

6. LEGAL FEES

  • If any legal action, including an action for arbitration or injunctive relief, is brought relating to these T&C or the breach hereof, the prevailing Party (in the case of any final judgment or arbitration award), or the non-dismissing Party (in the case of a voluntary dismissal by the Party instituting the action), shall be entitled to the full amount of all reasonable, documented and out-of-pocket expenses, including all court costs and reasonable arbitration or attorney fees.

7. DISCLAIMER OF WARRANTIES

  • ACC MAKES NO WARRANTY OF ANY KIND CONCERNING THE FUNCTIONING OF CONTRACT ADVISOR, OR THE INFORMATION CONTAINED THEREIN OR ON ANY OTHER WEBSITES LINKED TO IT IN ANY WAY. ACC ASSUMES NO LIABILITY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION OR SERVICES OBTAINED THROUGH USE OF CONTRACT ADVISOR. OPERATION OF CONTRACT ADVISOR AND ANY INFORMATION CONTAINED THEREIN IS PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ARE DISCLAIMED. Without any limitation of the foregoing, ACC does not warrant that the functions contained in Contract Advisor or any materials or content contained therein will be uninterrupted or error-free, that defects will be corrected, or that Contract Advisor or the server that makes it available is free of viruses or other harmful components.

8. MODIFICATIONS

  • At any time, ACC, at its sole and absolute discretion, may change, suspend, or discontinue any features, categories, or contracts of Contract Advisor, without notice or liability. This may include, but is not limited to, changes to the availability of certain features and functionality, or restrictions and limitations on users’ ability to access certain services. You agree that ACC will not be liable to you for any modification, suspension, or discontinuance of any of the Services, although if you have purchased those Contract Advisor Services distinguished as premium (“Premium Service(s)”) and ACC suspends or discontinues any of the Premium Services, ACC may, in its sole discretion, provide you with a credit, refund, discount or other form of consideration in accordance with the “Membership Cancellation” section below. However, if ACC terminates your account or suspends or discontinues your subscription to Premium Services due to your violation of these T&C, then you will not be eligible for any such credit, refund, discount or other consideration.

9. MEMBERSHIP CANCELLATION

  • As used throughout these T&C, “Premium User(s)” means any person subscribed to Premium Services, including “Support Staff” (as defined in the “Group Membership Promotions” section). Premium Users are subscribed to Premium Services but may access all other Contract Advisor Standard Services as well.

    If you are a Premium User, you may cancel your subscription to Premium Services at any time by sending an email to ContractAdvisor@acc.com. The email must include (i) the subject line “Cancellation of Contract Advisor Premium Services”, (ii) your name, (iii) your username, (iv) the effective date of cancellation, and (v) the reason for cancellation. The email must be sent from the email address associated with your subscription. You may cancel your subscription to Premium Services within the first 30 calendar days since commencement of Premium Services for a full refund of the fee you paid for Premium Services (“Premium Fee(s)”). Your compliance with the 30-day limit to this term will be determined by the date and time stamp on the required email. Once your email is received, you will be contacted by ACC within 3 business days with details regarding cancellation of your subscription to Premium Services and any refunds, if applicable. Cancellations may be requested outside of the above-mentioned 30-day window but will not be eligible for a refund.

10. PAYMENT

  • Except as expressly set forth in the “Modifications” and “Membership Cancellation” sections, Premium Fees are non-refundable. As a Premium User, you agree to provide ACC information regarding your credit card or other form of payment, which ACC may store. You warrant to ACC both (1) that such information is true, and (2) that you are authorized to use the payment instrument. You agree to pay the applicable Premium Fee as it becomes due plus all related taxes, and to reimburse ACC for all collection costs and interest for any overdue amounts. Failure to pay may result in the termination of your subscription to Premium Services. Depending on where you transact with ACC, the type of payment method used and where your payment method was issued, your transaction with ACC may be subject to foreign exchange fees or differences in prices, including, because of exchange rates. ACC does not support all payment methods, currencies or locations for payment. Your obligation to pay the Premium Fee continues through the end of the subscription period. All applicable taxes are calculated based on the billing information you provide ACC at the time of purchase.

11. FREE TRIAL

  • Your subscription to Premium Services may start with a free trial. The free trial period of your subscription lasts for one month, or as otherwise specified during sign-up. Free trials may not be combined with any other offers, and the trial period is available to users on a one-time basis only. ACC reserves the right, in its absolute discretion, to determine your free trial eligibility and/or to discontinue offering free trials.

12. PRICE CHANGES

  • ACC reserves the right to adjust pricing for Services or any components thereof in any manner and at any time as it may determine in its sole and absolute discretion. Additionally, ACC reserves the right, in its sole discretion, to determine or change which Services constitute Premium Services, effective immediately. Except as otherwise expressly provided for in these T&C, any price changes to your Services will take effect following email notice to you. Changes in price will not affect fees already paid for existing Premium Services. Changes in price will only take effect upon renewal of your existing subscription to Premium Services.

13. GROUP MEMBERSHIP PROMOTIONS

  1. Subject to the conditions set forth in this subsection (a), support staff ineligible for ACC membership may subscribe to Premium Services without subscribing as an ACC member (“Support Staff”). Group membership discounts for Premium Services may be made available to ACC members and their Support Staff (“Group Membership”). In order to qualify for Group Membership, (i) each individual must be employed by the same company, (ii) at least one group member must have and maintain a valid and active ACC membership (“Primary User”), and (iii) the Primary User must maintain a current and valid subscription to Premium Services. Attorneys who qualify for ACC membership according to ACC’s eligibility requirements must have a current and valid ACC membership in order to qualify for Group Membership.

  2. Support Staff are responsible for ensuring that the ACC membership of the Primary User is current and valid. If the Primary User fails to maintain a current and valid ACC membership, ACC will terminate all Support Staff subscriptions associated with that ACC membership, unless they become connected with another Primary User in accordance with clauses (i)-(iv) in subsection (a) above. To connect Support Staff to another Primary User’s ACC membership, contact ContractAdvisor@acc.com. Support Staff are subject to the same T&C as all other Premium Users and are responsible for complying with these T&C throughout their use of Contract Advisor.

  3. The Primary User shall act as the primary point of contact for the group. The Primary User is responsible for assigning each subscription to all users within the Group Membership, and contacting ACC to set up account and login information for those users. ACC is not responsible for designating purchased subscriptions to users within the Group Membership, and will not issue a refund for unassigned subscription purchases.

14. TRANSFERRING SUBSCRIPTIONS

  1. In the event of a Group Membership, a Premium User (“Transferor”) may transfer his or her subscription to Premium Services to another employee of the same company (“Recipient”). Transfers may only be granted if the Transferor is no longer eligible for Group Membership, pursuant to clauses (i)-(iii) under subsection (a) of the “Group Membership Promotions” section. Transfers will only be permitted in the following ways: (1) a Primary User may only transfer his or her subscription to Premium Services to a Recipient who is also an ACC member; (2) all other Premium Users subscribed to Premium Services via a Group Membership may transfer that subscription to either Support Staff eligible for a Group Membership pursuant to clauses (i)-(iii) under subsection (a) of the “Group Membership Promotions” section, or to ACC members, provided that the ACC member meets the requirements outlined in subsection (a) of the “Group Membership Promotions” section. In order to transfer a subscription, the Transferor must send an email to ACC at ContractAdvisor@acc.com including (i) the subject line “Transfer of Subscription to Contract Advisor”, (ii) Transferor’s name, (iii) Transferor’s username, (iv) the Recipient’s name, (v) the Recipient’s email address, (vi) and the requested effective date of transfer. The email must be sent from the email address associated with the Transferor’s subscription to Premium Services (or, in the case that the Transferor is no longer with the company, from the email address of the Primary User). ACC will respond within 14 business days with instructions on how to complete the transfer.

  2. The Recipient is subject to the same obligations and duties under these T&C as all other Premium Users. The Recipient’s subscription will continue only through the original termination date of the Transferor’s subscription to Premium Services, unless the subscription is renewed, in which case the subscription will continue until the end of the renewed subscription term.

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ACC COMPETITION LAW GUIDELINES

The antitrust laws of many territories prohibit agreements, combinations and conspiracies in restraint of trade. The antitrust laws prohibit competitors from engaging in actions that could result in an unreasonable restraint of trade. Above all else, association members should be free to make business decisions based on the dictates of the market, not the dictates of the association.

Some activities by competitors are deemed so pernicious and harmful that they are considered per se violations; it does not matter whether or not the activities have a harmful effect on competition. These generally include price fixing and some forms of boycotts.

Other actions such as standards development and relationships between distributors and suppliers generally are evaluated under a rule of reason: There is a balancing between the pro-competitive and anti-competitive aspects of the activities. ACC members should avoid discussing certain subjects when they are together — both at formal gatherings and in informal settings — and should otherwise adhere strictly to the following guidelines:

  • DO NOT discuss prices, fees or rates, or features that can impact (raise, lower or stabilize) prices such as discounts, costs, terms and conditions of sale, warranties or profit margins. Note that a price-fixing violation may be inferred from price-related discussions followed by parallel decisions on pricing by association members, even in the absence of an oral or written agreement.
  • DO NOT agree with competitors as to uniform terms of sale, warranties or contract provisions.
  • DO NOT exchange data concerning fees, prices, production, sales, bids, costs, customer credit or other business practices unless the exchange is made pursuant to a well-considered plan that has been approved by the company’s legal counsel.
  • DO NOT agree with competitors to divide up customers, markets or territories.
  • DO NOT agree with competitors not to deal with certain suppliers or others.
  • DO NOT try to prevent a supplier from selling to your competitor(s).
  • DO NOT discuss your customers with your competitors.
  • DO NOT agree to any membership restrictions, standard-setting, certification, accreditation, or self-regulation programs without the restrictions or programs having been approved by the company's legal counsel.
  • DO insist that ACC meetings that have agendas are circulated in advance and that minutes of all meetings properly reflect the actions taken at the meeting.
  • DO leave any meeting (formal or informal) where improper subjects are being discussed. Tell everyone why you are leaving.
  • DO ensure that if questions arise about the legal aspects of ACC's activities or your individual responsibilities under the antitrust laws, you seek advice and counsel from your own counsel or from the staff and counsel of ACC. Any questions about ACC's antitrust statement should be directed to ACC's President.

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