I. Acceptance of Terms; Purpose.
II. Member Content.
A. Responsibility for Content. All information, data, text, software, photographs, graphics, video, messages, tags, or other materials submitted by a member using the Services (“Content”), whether publicly posted or privately transmitted, shall remain the sole responsibility of the member from whom such Content originated. This means that you, and not NABJ, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. NABJ does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will NABJ be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services. You should only provide Content that you are comfortable sharing with others while using the Services.
B. Content Guidelines. The Services should be used to provide Content of interest and relevance to NABJ members. Any personal messages between members should be sent directly to an intended recipient and not transmitted to all members using the Services. Any messages sent to members using the Services should be brief and add to the relevant discussion. Notwithstanding any provision in the Terms to the contrary, members may use the Services (as well as the NABJ job line, NABJ Journal, and NABJ Update) to inform other members of relevant job postings in the field of journalism. In addition to the foregoing, you agree not use the Services to upload, post, email, transmit or otherwise make available any material which:
1. is unlawful, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
2. you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
3. infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
4. constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
5. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of the Services;
6. impersonates any person or entity, including, but not limited to, a NABJ official or falsely states or otherwise misrepresents your affiliation with a person or entity; or
7. intentionally or unintentionally violates any applicable local, state, national or international law.
III. Content Removal.
NABJ shall have the right (but not the obligation), in their sole discretion, to pre-screen, refuse, or remove any Content that is made available via the Services which violates the Content Guidelines or is otherwise objectionable. Members are encouraged to inform NABJ of any violations of the Content Guidelines. You understand and acknowledge that any violation of the Content Guidelines may lead to the termination of your access and use of the Services.
IV. Retransmission of Member Content.
A. Retransmission by NABJ. With respect to any Content made available through the Services, you grant NABJ an irrevocable, worldwide, royalty-free, non-exclusive, fully paid-up and sub-licensable license to reprint, republish, retransmit, excerpt or otherwise make available the Content in other NABJ publications and materials.
B. Retransmission by Members. With respect to any Content made available through the Services, members may not reprint, republish, retransmit, excerpt or otherwise make available the Content without the prior consent of NABJ. For the avoidance of doubt, all Content shall be considered “off the record” without the prior consent of NABJ.
V. Member Account Security.
You will receive a login name and password in order to access the Services upon becoming a member of NABJ. You are responsible for maintaining the confidentiality of your login name and password and are fully responsible for all activities that occur under your password or account. You agree (a) to immediately notify NABJ of any unauthorized use of your password or account or any other breach of security; (b) to ensure that you exit from your account at the end of each session; and (c) that your password and account are non-transferable. NABJ cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
VI. Commercial Reuse Prohibited.
You agree not to reproduce, copy, sell, trade, resell or exploit for any commercial purposes any portion or use of, or access to, the Services (including Content, login name, and password).
You agree that all of NABJ’s trademarks, trade names, and other NABJ logos are trademarks and the property of NABJ. You agree not to display or use in any manner NABJ’s trademarks without NABJ’s prior consent.
VIII. NABJ Consents.
Any consents sought from NABJ under the Terms must be issued by an authorized, current officer of NABJ to be valid.
NABJ may terminate your use of the Services at anytime, without prior notice, and at such time you will have no right to use the Services. Causes for such termination shall include, but not be limited to: (a) breaches or violations of the Terms or other incorporated agreements or guidelines; (b) discontinuance or material modification to the Services (or any part thereof); (c) unexpected technical or security issues or problems; (d) extended periods of member inactivity; (e) engagement by you in fraudulent or illegal activities; and/or (f) nonpayment of any fees owed by you in connection with your membership with NABJ. NABJ shall not be liable to you or any third party for any termination of your access to the Services. The disclaimer of warranties, indemnities, and limitations of liability provided herein shall survive any such termination.
You agree to indemnify and hold NABJ and its affiliates, officers, agents, employees and partners harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through the Services, your use of the Services, your connection to the Services, your violation of the Terms, or your violation of any rights of another.
XI. Disclaimer of Warranties.
NABJ and its affiliates, officers, agents, employees and partners disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or Content displayed on the Services. NABJ disclaims any and all responsibility and liability for your conduct and for the conduct of others using the Services. FURTHERMORE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
A. YOUR USE OF THE SERVICES AND SOFTWARE ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NABJ and its affiliates, officers, agents, employees and partners EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
B. NABJ and its affiliates, officers, agents, employees and partners MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (iii) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
C. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
XII. Limitation of Liability.
UNDER NO CIRCUMSTANCES WILL NABJ BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICES, WHETHER OR NOT NABJ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY (I) WHETHER THE DAMAGES ARISE FROM (A) USE OR MISUSE OF AND RELIANCE ON THE SERVICES; (B) FROM INABILITY TO USE THE SERVICES; (C) FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES); (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT OR TRANSMISSIONS; OR (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
XIII. Relationship of NABJ and its Members.
Nothing in the Terms shall be construed as creating an employer-employee relationship or joint venture between NABJ and its members. Members shall not have any right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of NABJ or bind NABJ in any way.
XIV. Governing Law; Venue.
The Terms shall be governed by New York law, without regard to its conflict of laws provisions. You consent to the personal and exclusive jurisdiction and venue of the federal and state courts located in New York County, New York, and agree that all disputes, controversies or disagreements which may arise in relation to or in connection with the Terms shall be finally settled by such courts.
If any material condition or provision contained in the Terms is held to be invalid, void, or unenforceable by a final judgment of any court of competent jurisdiction, then the remaining provisions of the Terms shall remain in full force and effect and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Terms as expressed herein.