Agreement between user and ACC
The Association of Corporate Counsel (ACC) Website is composed of various web pages operated by ACC. “ACC Website” shall be defined herein to include acc.com and all other web pages operated or hosted exclusively by ACC (“Services”).
The ACC Website is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the ACC Website constitutes your agreement to all such terms, conditions, and notices.
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 Website may contain links to other websites (“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 Website, you warrant to ACC that you will not use the ACC Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the ACC Website in any manner, which could damage, disable, overburden, or impair the ACC Website or interfere with any other party's use and enjoyment of the ACC Website. 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 Website, including, but not limited to, data mining, robots, or similar data gathering and extraction tools.
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/division 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 read our Competition Law Guidelines below.
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 [email protected]. You agree to not share access to the ACC Website.
Use of communication services
The ACC Website may contain bulletin board services, chat areas, news groups, forums, commentary services, communities, personal web pages, calendars, membership directory, and/or other message or communication facilities (collectively, “Communication Services”) designed to enable you to communicate with an individual, the public at large or with a group. This explicitly includes the online version of ACC Docket. 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. To use the Communication Services you represent and warrant that you are at least of 18 years of age.
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
- Use Communication Services for political campaigning, recruiting votes, or soliciting support for legislative or other initiatives
- 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 email addresses, without their consent
- Interfere with or disrupt the integrity or performance of the Communication Services, any portion or contents thereof, or related systems or networks
- Use the Communication Services in any way which degrades their reliability, speed or operation, or their underlying hardware or software
- 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. ACC cannot verify the accuracy of statements that users make or place on or through the Communication Services, and does not guarantee that any User Materials have been submitted with the permission of the copyright or proprietary owner or are otherwise in compliance with these Terms.
However, ACC reserves the right to:
- Review materials posted to a Communication Service and to remove or edit any materials in its sole discretion, including those in violation of these Terms
- Disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the ACC Website
- Change, terminate, or suspend the Communication Services, any features of the Communication Services, and any content or materials contained in the Communication Services, in any way, at any time and for any reason or no reason. ACC also has the right to require you to cease accessing any features, content or materials of the Communication Services.
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 website
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 Website (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.
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 Website and the related services or any portion thereof at any time, without notice.
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.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE ACC WEBSITE 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 WEBSITE AT ANY TIME. ADVICE RECEIVED VIA THE ACC WEBSITE 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 WEBSITE 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.
Except as specifically stated in these Terms, or elsewhere on this website, 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, inability to use, or the performance of this website or its 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.
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.
Digital Millennium Copyright Act (DMCA) notices
ACC respects the intellectual property of others, and, particularly as to user-generated content in comments, discussion boards or in other user contributed content, as applicable, we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide ACC’s Office of General Counsel at [email protected] the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest
- Description of the copyrighted work or other intellectual property that you claim has been infringed
- A description of where the material that you claim is infringing is located on the site
- Your address, telephone number and email address
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law, and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf
Privacy and personal information
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.
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.
All contents of the ACC Website are: Copyright 2019 by ACC and/or its suppliers. All rights reserved.
All ACC trademarks are strictly owned by ACC, and nothing in these terms can be construed to transfer ownership rights or grant any permission, license or other rights to any ACC trademark without written authorization from ACC.
The names of actual companies and products mentioned within the ACC Website may be the trademarks of their respective owners.
Any rights not expressly granted herein are reserved.
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 with or without prior notice to you.
ACC has chapters, divisions, 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, which will remain in full force and effect.
These Terms are effective as of 01 May 2015.
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.
ACC Compliance Reporting Policy, Process, and Hotline
ACC is an organization with strong values of responsibility and integrity. Our written standards and policies contain general guidelines for conducting business with the highest standards of ethics.
ACC is committed to an environment where open, honest communications are the expectation, not the exception. ACC has a strong non-retaliation policy for reports made in good faith. We want ACC staff to feel comfortable in approaching your supervisor or Director of Compliance, and ACC members, sponsors, and vendors to feel comfortable in approaching the Director of Compliance in instances where you believe violations of policies, laws or standards have occurred. You are encouraged to submit reports relating to violations stated in our written standards and policies, as well as ask for guidance related to policies and procedure and providing positive suggestions and stories.
ACC's Comprehensive Compliance Reporting Policy and Procedures explains ACC's policy and procedures for reporting compliance concerns, and the various channels available to report such concerns. This hotline is one of the reporting channels available.
In situations where you prefer to place an anonymous report in confidence, you are encouraged to use this hotline, hosted by a third-party hotline provider, EthicsPoint. Please note that some jurisdictions do not allow anonymous reports on certain types of issues. The EthicsPoint system will guide you on what you can and cannot do on an anonymous basis. Also note that the information you provide will be sent to and processed in the United States for the purpose of investigating the concerns reported and taking corrective action(s) where appropriate.
To the extent possible by law, if you should choose to remain anonymous, EthicsPoint will send the information you provide to us on an anonymous basis. Regardless of how you make your report, you have our guarantee that your comments will be heard.