These Terms and Conditions constitute a binding agreement (“Agreement”) between you and the National Development Council Inc. (“NDC”). By accessing, browsing and/or using this website (“Site”) you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations. If you do not agree to these terms, do not use this Site. This Site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information on this Site may contain technical inaccuracies or typographical errors. Please read this Agreement carefully and be aware that NDC may, in its sole discretion and without notice, revise these terms at any time by updating this posting. It is your responsibility regularly to review this Agreement and to acquaint yourself with any changes. Usage of this Site constitutes an irrevocable waiver of any claim that you did not read, understand, or agree to the terms of this Agreement.
Copyright in Materials
The copyright in all materials provided or posted on this Site is held by NDC or by the original creator of the material. Except as stated herein, none of the materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of NDC or the copyright owner. Permission is granted to download one copy of the materials on this Site on a single computer for your personal or internal business use only, provided that you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates immediately if you breach this Agreement. You may not “mirror” any material contained on this Site without NDC’s express written permission. Any unauthorized use of the materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and/or communications regulations and statutes. All content and functionality on this Site, including text, graphics, logos, icons, and images and the selection and arrangement thereof, are the exclusive property of NDC or its licensors and is protected by U.S. and international copyright laws. All rights not expressly granted are reserved. Your use of this Site is conditioned upon your honoring these copyrights and other intellectual property rights reflected on the Site.
© 2006 National Development Council Inc.
One Battery Park Plaza
24 Whitehall Street, Suite 710
New York, NY 10017
All rights reserved
Unless otherwise stated, the trademarks, service marks and logos (the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of NDC. Other trademarks, service marks and trade names may be owned by others. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or any other NDC intellectual property displayed on this Site. NDC aggressively enforces its intellectual property rights to the fullest extent of the law. The name NDC or any other Trademarks may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior written permission from NDC. NDC also prohibits use of its name or any other Trademark as part of a link to or from any site unless establishment of such a link is approved in advance by NDC in writing.
You acknowledge and agree that NDC shall own and have the unrestricted right to use, publish, in electronic form and otherwise, distribute and exploit any and all information that you post or otherwise publish on this Site (“Submissions”). You hereby waive any and all claims against NDC for any alleged or actual infringements of any rights of privacy or publicity, moral rights, rights of attribution or any other intellectual property rights in connection with NDC’s use and publication of such Submissions. This means that anything submitted by you to this Site will be owned by NDC and may be used by NDC for any purpose, now or in the future, without any payment to, or further authorization by, you. In the event NDC’s ownership of such Submissions is successfully contested, you automatically grant NDC a perpetual, royalty-free, non-exclusive, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such Submissions, in whole or in part, in any form, media or technology known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes. NDC does not represent or endorse the accuracy or reliability of any Submissions displayed, uploaded, posted on any message board, or otherwise distributed through this Site by any user of this Site, information provider or any other third party. NDC expressly disclaims any and all liability related to Submissions, and you acknowledge that any reliance upon such Submissions shall be at your sole risk. You covenant that you shall not post or otherwise publish on the Site any materials that: (i) are threatening, libelous, defamatory, or obscene; (ii) would constitute, or that encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate law; (iii) infringe the intellectual property, privacy, or other rights of any third parties; (iv) contain a computer virus or other destructive element; (v) contain advertising; or (vi) constitute or contain false or misleading statements. NDC in its sole discretion reserves the right to refuse to post and the right to remove any information or Submission from this Site, in whole or in part, for any reason.
NDC’s Rights and Disclaimers
The ideas and information that are posted on this Site do not necessarily reflect NDC’s views. NDC reserves the right, which it may or may not exercise, to review, edit, or delete any material that it deems to be inappropriate or in violation of this Agreement. NDC has the absolute right, in its sole discretion, to deny or to withdraw access to anyone who violates this Agreement. NDC’s access and use decisions are final and not reviewable. Notwithstanding the above, NDC expressly disclaims any responsibility or liability for any material communicated by third parties through the Site or for any loss or damage allegedly resulting from use of the Site or from denial or withdrawal of Site access. There may be delays, omissions or inaccuracies in information obtained through your use of this Site. This information is provided to you with the understanding that it does not constitute the rendering of consulting, legal, accounting, tax, career or other advice or services. Moreover, NDC does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded or distributed through this Site by NDC, any user, information provider or any other person or entity. You acknowledge that any reliance upon such opinion, advice, statement, memorandum, or information shall be at your sole option and risk. In addition, you may not use this Site in any manner to suggest or imply that NDC promotes or endorses your or any third party’s causes, ideas, political campaigns, political views, web sites, products or services.
You may be able to obtain access to other Internet sites through hypertext links appearing on this Site. NDC makes no representations whatsoever about any other web site which you may access through this one. When you access a non-NDC web site, please understand that it is independent from NDC, and that NDC has no control over the content on that web site, even if NDC provides information or services to the owner of that web site. In addition, a link to a non-NDC web site does not mean that NDC endorses or accepts any responsibility for the content or the use of such web site. In fact, NDC disclaims any and all liability and responsibility for such content. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses, and other items of a destructive nature.
Disclaimer of Warranties
THE SITE AND ALL MATERIALS THEREON ARE DISTRIBUTED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NDC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MORE SPECIFICALLY, BUT WITHOUT LIMITATION, NDC DOES NOT WARRANT THAT: (1) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (3) DEFECTS WILL BE CORRECTED; OR (4) THIS SITE OR THE SERVER BY WHICH YOU GAIN ACCESS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL NDC OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR THE INFORMATION CONTAINED ON THIS SITE OR OBTAINED FROM YOUR USE OF THIS SITE, EVEN IF NDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NDC’S OR ANY OF ITS PREDECESSORS’, SUCCESSORS’, PARENTS’, SUBSIDIARIES’, AFFILIATES’, OFFICERS’, DIRECTORS’, PARTNERS’, INVESTORS’, EMPLOYEES’, AGENTS’ OR REPRESENTATIVES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE EXCEED $1. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS.
You hereby undertake to indemnify, defend, and hold harmless NDC and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, partners, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of or relating to any breach by you of this Agreement or the representations, warranties, and covenants you have made by agreeing to the terms of this Agreement. You shall cooperate as fully as reasonably required in the defense of any such claim. NDC reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Enforcement of Terms and Conditions
This Agreement is governed and interpreted pursuant to the laws of The Commonwealth of Massachusetts, notwithstanding any principles of conflicts of law. You expressly agree that exclusive jurisdiction resides in the courts located within The Commonwealth of Massachusetts. You further agree and expressly consent to the exercise of personal jurisdiction and to venue in the state of New York in connection with any dispute or claim involving NDC and to the waiver of any right to a jury trial in connection therewith. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
Infringement Notices and Take Down
NDC prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on this Site infringes your copyright, you should notify NDC of your copyright infringement claim in accordance with the following procedure. NDC will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA). The DMCA requires that notifications of claimed copyright infringement should be sent to this Site’s Designated Agent, who is:
Director of Training Operations and Marketing
National Development Council
927 Dudley Rd.
Edgewood, KY 41017
To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):
1. Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
This Agreement constitutes the entire agreement between you and NDC with respect to the subject matter of this Agreement and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding that subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by NDC.