Terms of Use

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Effective: July 11, 2024
Please carefully review the following Terms of Use (the “
”), which govern your access to and use of the websites, mobile applications, and digital platforms operated by the National Association of College and University Business Officers, Inc. (“
NACUBO
,” “
we
,” “
us
” or “
our
”) where these Terms are posted, and all content and services available thereon (collectively, the “
Sites
”). The Sites include the websites located at
www.nacubo.org
(the “
NACUBO Site
”),
(the “
Business Officer Site
”), and
(the "
NACUBO Student Success Site
”).
These Terms represent a binding contract between you NACUBO. By creating an account or otherwise using the Sites (except for the limited purpose of reviewing these Terms or other agreements or policies on the Sites), you expressly represent that you (i) are legally competent to enter into this agreement, (ii) are above the age of majority in your jurisdiction of residence, and (iii) agree to be bound by these Terms. If you do not agree to be bound by the Terms, you may not use the Sites. If you are agreeing to these Terms on behalf of a business or other entity, you further represent that you have the authority to bind such entity to these Terms and agree that these Terms are binding upon the entity you represent and you individually.
Certain areas, features, or functionalities of the Sites may be subject to different or additional terms, rules, guidelines or policies (“
Additional Terms
”), and we may provide such Additional Terms to you via postings, pop-up notices, links, or other means. All Additional Terms are hereby incorporated by reference into these Terms. Any reference to the “Terms” in this agreement includes the Additional Terms. From time to time, Additional Terms may conflict with these Terms; in the event of such a conflict, the Additional Terms will control.
IMPORTANT NOTICE: Please note the arbitration provision and class action waiver set forth below in Section T, which, with some limited exceptions requires you to arbitrate any claims you may have against NACUBO on an individual basis. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
A. Modification and Termination of the Terms and the Sites
Changes to these Terms.
NACUBO reserves the right to amend these Terms at any time. When we make changes, we will post the revised Terms with the new Effective Date at the beginning of this agreement. As such, we encourage you to review the Terms whenever you use the Sites. For material changes to the Terms, we will seek to supplement such notice by email, a pop-up message on the Sites, another other prominent notice on the Sites, or by other reasonable means. You understand and agree that your use of the Sites following any changes to these Terms will constitute your acceptance of the Terms as modified.
Termination of these Terms.
These Terms will continue to apply to you until terminated by either you or NACUBO. We may terminate these Terms or suspend your access to the Sites at any time if we believe you have breached any of these Terms, if we stop providing the Sites (or any material component thereof), or as we believe necessary to comply with applicable law. You may terminate these Terms at any time by contacting us at 1.800.462.4916 If you or we terminate these Terms, or if we suspend your access to the Sites, you agree that (i) your right to access and use the Sites ceases immediately, (ii) we shall have no liability or responsibility to you in relation to the same, and (iii) except as expressly provided otherwise by NACUBO, we will not refund any amounts that you have already paid to us.
The following provisions shall survive the termination of these Terms: Sections A, B, C (excluding the license granted to you), E, F, G, I, J, N, O, Q, R, S, T, U, V and any other provisions of these Terms that, either explicitly or by their nature, must remain in effect after termination of these Terms.
Modification and Termination of the Sites.
We may change, restrict access to, suspend, or discontinue the Sites, or any portion of the Sites, at any time, with or without notice. You understand and agree that NACUBO will not be liable to you or to any third party for any such actions.
B. Informational Purposes Only
NACUBO provides the Sites for educational and informational purposes only. The Sites are not intended to provide tax, legal, accounting, financial, or any other type of professional advice. While we use the Sites to share information of relevance to college and university professionals and other stakeholders who work in higher education business and finance, such content is general in nature and does not take into account any individual’s or institution’s specific circumstances. Further, some information on the Sites may be content shared by other users, with no review or approval by NACUBO. Please review Section D below for more information on such content. By using the Sites, you understand and agree that NACUBO shall have no liability to you in relation to your reliance on any information found on the Sites. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice, or other content on the Sites.
C. Ownership of the Sites
Special License Terms for the
www.nacubo.org
Materials:
The
NACUBO
Site includes informational documents on various issues relevant to college and university business officers (the
NACUBO
Site Materials”). The
www.nacubo.org
Materials are licensed to Members (defined below) for use within their institutions under the terms of the Creative Commons Attribution-NonCommercial-ShareAlike 4.0 International license, which are available here (the “
CC BY-NC-SA License
”). We recommend that you carefully read the terms of this license, as they affect your legal rights with respect to the
NACUBO
Site Materials. If you are not a Member, you are not permitted to access the
NACUBO
Site or use the
NACUBO
Site Materials in any manner. For avoidance of doubt, only the
NACUBO
Site Materials are licensed under the CC BY-NC-SA License. All other NACUBO Content is licensed under the terms set forth above in this section.
D. User Content
Certain aspects of the Sites, including chat rooms, forums, blogs, and other public posting areas, such as those located within NACUBO’s Community Hub, permit users to submit, post, or transmit information and content (“
User Content
”). NACUBO cannot and does not review all User Content. You can expect User Content to consist of content, information, and opinions from a variety of individuals and organizations other than NACUBO. We do not endorse or guarantee the accuracy of any User Content,. There is no substitute for healthy skepticism and your own good judgement. Responsibility for User Content lies solely with the applicable user—you alone are responsible for material you post.
NACUBO requires you not to use the Sites to violate anyone’s copyright, trademark, or other intellectual property rights. By submitting, posting, or transmitting any User Content via the Sites, you are warranting and representing that you own or have the right to submit, post, or transmit that User Content, or that you have the express consent of the owner of the content, and that no other party has any right, claim, or interest in the content. You also warrant that all moral rights in any User Content you submit, post, or transmit have been waived. Submitting, posting, or transmitting User Content that is the property of another, without the consent of its owner, is not only a violation of the Terms, but may also subject you to legal liability for infringement of copyright, trademark, or other intellectual property rights.
E. NACUBO’s License to User Content
You will retain ownership of any intellectual property rights that you own in your User Content, but, in exchange for the opportunity to use the Sites and submit, post, or transmit that User Content, you grant, or warrant that the owner of such content has expressly granted, to NACUBO a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, sublicensable, worldwide license to display, use, copy, modify, transmit, sell, exploit, create derivative works from, distribute and/or publicly perform such content, in whole or in part, in any manner or medium now known or hereafter developed and for any purpose. Also, in connection with the exercise of such rights, you grant NACUBO the right to identify you as the author of any of your User Content, as NACUBO deems appropriate. We may sublicense these rights through multiple tiers of sublicenses.
User Content shall not be deemed confidential and NACUBO shall not have any obligation to keep any such material confidential. NACUBO shall be free to use any ideas, concepts, know-how or techniques contained in your User Content for any purpose whatsoever, including developing, manufacturing, and marketing products incorporating such information.
F. Video Content on Sites
The Sites may contain video content, audiovisual content, or content of a like nature (collectively, “
Video Content
”). Video Content is provided for the purpose of enhancing the user experience on the Sites and is, therefore, provided in connection with NACUBO’s operation of a membership organization for college and university business officers. NACUBO is not in the business of renting, selling, or delivering Video Content in a commercial manner. By using the Sites, you agree that NACUBO is not a “video tape service provider” as defined in the Video Privacy Protection Act (“
VPPA
”), 18 U.S.C.A. § 2710.
Further, the Sites may utilize online tracking technologies and code-based tools, including social media pixels, software development kits, and cookies that track information about your activity on the Sites (collectively, “
Targeting Tools
”). Targeting Tools may result in information about your activity on the Sites being transmitted from your browser to NACUBO and to third parties, which, in turn, may result in the display of targeted advertisements on third-party websites. Whether Targeting Tools on the Sites result in your browser’s transmission of information to third parties depends on a number of factors that may be outside of NACUBO’s knowledge or control, including what third-party websites you use, what information you have provided to such third parties, and whether (and the extent to which) you have limited the use of cookies by the operators of third-party websites. As such, you hereby acknowledge and agree that, if Targeting Tools on the Sites result in your browser’s transmission of information to third-party websites, (i) such transmissions do not constitute a “knowing disclosure” of “personally identifiable information” by NACUBO under the VPPA and (ii) you will not initiate any litigation or otherwise assert any claim against NACUBO based, in whole or in part, on such transmissions, whether under the VPPA, the California Invasion of Privacy Act (Cal. Penal Code § 630 et seq.), or any other statute, regulation, or cause of action.
G. Prohibited Conduct
By using the Sites, you agree not to submit, post, or transmit any User Content or otherwise engage in any conduct that:
Violates or infringes the rights of others, including patent, trademark, trade secret, copyright, publicity, privacy, or other proprietary rights;
Allows you to gain unauthorized access to the Sites, or any account, computer system, or network connected to the Sites;
Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, or contains explicit or graphic descriptions or accounts of sexual acts;
Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
Collects for marketing purposes any email addresses or other personal information that has been posted by other users of the Sites;
Impersonates any person, business, or entity, including NACUBO and its employees and agents, or falsely states or otherwise misrepresents your affiliation with any person, business or entity, including NACUBO;
Contains an advertisement or solicitation or encourages others to make a donation;
Contains viruses or any other computer code, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permits the unauthorized use of a computer or computer network;
Encourages conduct that would constitute a criminal offense or give rise to civil liability or cause injury or property damage to any other person;
Results in the posting or transmission of any message anonymously or under a false name;
Permits any person to access, using your Account Credentials, any features of the Sites that may require registration;
Results in a single message being posted to more than five areas of the Sites or results in any message being posted to any area of the Sites if that message is, in our view, off-topic, stale, or in violation of the Terms; or
Violates the Terms (which, for avoidance of doubt, includes any Additional Terms), or interferes with the use of the Sites by others.
You understand that we shall have the right, but not the obligation, to monitor the content of the Sites to determine compliance with the Terms. We shall have the right to edit, move, delete, or refuse to post any User Content, and to suspend or terminate the user’s access to the Sites, if we determine that the content in question violates the Terms.
You agree that NACUBO has the right to (i) disclose your identity or other relevant information about you to any third party who claims that User Content posted by you violates their rights; (ii) take legal action, including referral to law enforcement, with respect to any illegal or unauthorized use of the Sites; and (iii) cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of any user of the Sites.
You hereby waive any claims related to or resulting from any action or inaction of NACUBO with respect to (i) monitoring the use of the Sites; (ii) removing, modifying, or refusing to post User Content; (iii) determining or enforcing compliance with these Terms; and (iv) cooperating with law enforcement on any matter related to the Sites. You further agree that NACUBO shall not be responsible for or liable to you with respect to any other user’s conduct that is prohibited under these Terms.
Notwithstanding the use restrictions in this section, nothing in these Terms shall prohibit or restrict your ability to (i) make any “statement” protected by Cal. Civ. Code § 1670.8; (ii) engage in a “covered communication” as defined by the Consumer Review Fairness Act, 15 U.S.C.A. § 45b; or (iii) express or publish any review, performance assessment, or similar analysis (collectively, “
Reviews
”) about NACUBO, its employees or agents, or its products or services, to the extent that such Reviews are protected by applicable law.
H. Linking
You are permitted to establish a hyperlink to the homepage of any of the Sites, provided that (i) you do so in a manner that is legal, fair, and does not state or imply any sponsorship or endorsement of the originating website, application or service (the “
Originating Site
”) by NACUBO, absent our express written permission; or (ii) the Originating Site contains no content that you would be prohibited from posting on the Sites pursuant to these Terms; (iii) the Originating Site is owned by you or you have express written consent from the owner to establish the link; and (iv) you do not establish a deep-link or otherwise link to any page other than the homepage of the Sites. You agree to cooperate with us as request to remove any links that we determine violate these Terms. We reserve the right to withdraw linking permission at any time and without notice.
I. No Framing
Without the prior written permission of NACUBO, you may not frame, or make it appear that a third-party site is presenting or endorsing, any of the NACUBO Content, or incorporate any intellectual property of the Sites, NACUBO, or any of its licensors into another website or other service.
J. Trademarks
The trademarks, service marks, logos, slogans, trade names, and trade dress used on the Sites (the “
Trademarks
”) are proprietary to NACUBO or its licensors. The absence of a trademark notice or legend indicating the registration or ownership of the Trademark does not constitute a waiver of NACUBO’s or its licensors’ trademark or other intellectual property rights. These Terms do not grant you any rights to use the Trademarks. To submit a request for permission to use any of the Trademarks, please email us as the contact information provided in Section X.
K. NACUBO Membership
Eligible institutions can enroll in NACUBO membership (each, a “
Membership
” and the institution a “
Member
”) via the Sites. Obtaining a Membership requires the institution to (i) satisfy the eligibility criteria established by NACUBO, which may be revised from time to time, and (ii) pay the applicable Membership dues, which are calculated based on the institution’s enrollment and total expenses, as reported to the Integrated Postsecondary Education Data System for higher education institutions and system offices.
A Membership is effective for a period of one year. To prevent the expiration of the Membership and its benefits, the Member must renew the Membership and pay the applicable Membership dues. If a Membership is not renewed by the Member, it will automatically terminate. Members also have have the right to cancel their Membership without fee or penalty at any time.
At its discretion, NACUBO may offer the option of renewing or cancelling a Membership via the Sites.
For more information on Membership (including eligibility, requirements, and benefits), Membership renewal, or cancelling a Membership, please visit
www.nacubo.org
or contact us at the contact information provided in Section X below.
Notwithstanding any other provision of this section, we reserve the right to (i) refuse Membership to any applicant or (ii) terminate the Membership of any Member
with or without cause at any time and for any reason or for no reason. You agree that any termination of your Membership may be effected without prior notice. Once your Membership has expired or been terminated for any reason, you will have no further right or access to use the applicable Membership benefits.
L. User Accounts and Security
To obtain access to certain services or aspects of the Sites, including if you wish to become a Member, you will be required to create an account. As part of the account creation process, you will select a user name and password (“
Account Credentials
”). You agree to provide truthful and accurate information during the account creation process. You also agree to maintain the accuracy of any submitted data.
If you provide any information that is untrue, inaccurate, or incomplete, we reserve the right to terminate your account and suspend your use of the Sites. Without limiting the foregoing, you agree not to select, register, attempt to register, or use a user name (i) with the intention of impersonating another person; (ii) of anyone else without authorization; or (iii) in violation of the intellectual property rights of any other person.
You will be responsible for preserving the confidentiality of your password and will notify NACUBO of any known or suspected unauthorized use of your account. Further, you agree that you are responsible for all statements made and acts or omissions that occur on your account while your Account Credentials are being used. NACUBO reserves the right to access and disclose any information related to your account, including your Account Credentials, to comply with applicable laws and lawful government requests.
Please inform NACUBO if there is a change in the information you provided at the time of your initial registration, including any change of address or name, by contacting us at the contact information provided in Section X.
M. Transactions on the Sites
The Sites may allow users to engage in financial transactions, including the payment of dues related to Membership (collectively, “
Transactions
”). If you wish to make a Transaction on the Sites, you will be asked to supply certain information relevant to your Transaction, which may include information about your method of payment, your billing address, your name, and that of your organization. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD OR OTHER PAYMENT METHOD UTILIZED IN CONNECTION WITH ANY TRANSACTION.
You further agree to provide current, complete, and accurate information for all Transactions. You agree to promptly update your account and other information, as applicable, so that we can complete your Transaction and contact you as needed. By submitting any information in connection with a Transaction, you grant to NACUBO the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you. Verification of information may be required prior to the acknowledgment or completion of a Transaction.
We reserve the right to refuse service or cancel or modify Transactions in our sole discretion and shall have no liability to you other than refunding any payment made to NACUBO in connection with the Transaction, if applicable. If we make a change to or cancel a Transaction, we will attempt to notify you by contacting the information that we have on file for you. Otherwise, all payments made by you to NACUBO in relation to your Membership, including initial and renewal dues, are final and non-refundable.
You agree to pay all charges that may be incurred by you or on your behalf through the Sites, at the price in effect when such charges are incurred. You remain solely responsible for any taxes that may be applicable to your Transactions. Further, it is your responsibility to ascertain and obey all applicable local, state, federal, and international laws in regard to your Transactions.
N. Accuracy
NACUBO strives to be as accurate as possible and eliminate errors on the Sites. However, there may be information on the Sites that contains typographical errors, inaccuracies, or omissions and they may relate to Membership descriptions, pricing, promotions, offers, and/or availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information on the Sites at any time and without prior notice, including after you have enrolled in or renewed a Membership, and we shall have no liability to you in relation to the same. The prices displayed on the Sites are quoted in U.S. Dollars, and are subject to change without notice.
O. Links to External Sites
The Sites may contain links to other websites or services (“
External Sites
”). We are not responsible for the availability of External Sites nor do we necessarily endorse the activities or services provided by External Sites. Under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods or services available on External Sites.
P. Privacy Policy
Your submission of personal information through the Sites is governed by our
. The Privacy Policy is hereby incorporated by reference into these Terms.
Q. DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE SITES AND THE CONTENT ON THE SITES ARE PROVIDED "AS IS." NACUBO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SITES OR THE CONTENT OR COMMUNICATIONS ON THE SITES, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SITES, TO THE EXTENT PERMITTED BY LAW. NACUBO DISCLAIMS IMPLIED WARRANTIES THAT THE SITES AND ALL SOFTWARE, CONTENT, SERVICES, AND INFORMATION DISTRIBUTED THROUGH THE SITES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NACUBO OR A REPRESENTATIVE SHALL CREATE A WARRANTY.
WE DO NOT GUARANTEE THAT THE SITES WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION, OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SITES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.
FURTHER, NACUBO DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE, OR STATEMENT ON THE SITES. UNDER NO CIRCUMSTANCES WILL NACUBO BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE, OR OTHER CONTENT ON THE SITES.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, THE TERMS OF THIS SECTION SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
R. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NACUBO, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS (THE “
RELEASED PARTIES
”) BE LIABLE TO YOU FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; (II) LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS (WHETHER DIRECT OR INDIRECT); (iii) DAMAGES (INCLUDING FOR ANY DELAY OR FAILURE IN PERFORMANCE) ARISING FROM CAUSES BEYOND THEIR REASONABLE CONTROL; (iv) DAMAGES FOR PERSONAL INJURY OR WRONGFUL DEATH ARISING FROM YOUR USE OF (OR INABILITY TO USE) THE SITES, or FOR ANY DAMAGES ARISING FROM THE CONDUCT OF, OR YOUR INTERACTIONS WITH, OTHER USERS OF THE SITES (WHETHER ONLINE OR OFFLINE), in all cases regardless of legal theory, EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE FULL EXTENT PERMITTED BY LAW, NACUBO’S LIABILITY FOR ANY CLAIM SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO NACUBO IN CONNECTION WITH YOUR USE OF THE SITES DURING THE 12-MONTH PERIOD PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IN SUCH CASES, THE TERMS OF THIS SECTION SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
S. Indemnification
You agree to defend (at NACUBO’s option), indemnify, and hold harmless NACUBO from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to (i) any breach by you of these Terms or (ii) your User Content. We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate with us if and as requested by us in the defense and settlement of such matter. In any case, you agree never to settle any matter for which your indemnification is required absent our prior written consent.
T. Dispute Resolution; Arbitration
You and NACUBO agree that if there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of them (“
Dispute
”), such Dispute will be resolved by following the dispute resolution procedure set forth in this section, even if the Dispute arose prior to the Effective Date of these Terms.
1. Informal Dispute Resolution
In the event of a Dispute, you and NACUBO agree to first attempt to avoid the costs of formal dispute resolution by giving each party a full and fair opportunity to address and resolve the Dispute informally. The party with the complaint (the “
Complaining Party
”) shall send written notice to the other party (the “
Receiving Party
”) describing the facts and circumstances of the Dispute (each such notice being a “
Dispute Notice
”).
All Dispute Notices must: (1) be signed by the Complaining Party; (2) include the Complaining Party’s name, physical address, and email address; (3) describe with specificity the nature and basis of the Dispute in a manner sufficient for the Receiving Party to evaluate the merits of the Complaining Party’s claim, and (4) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it. Each Dispute Notice is limited to a single Dispute between you and NACUBO. As such, your Dispute and the Disputes of other parties may not be combined into a single Dispute Notice.
Dispute Notices shall be sent to:
To NACUBO:
You must send notice (1) by electronic mail to
nacuboprivacy@nacubo.org
and (2) by first class or certified mail to National Association of College and University Business Officers at 1110 Vermont Ave NW, Suite 800, Washington, DC 20005.
To You:
We will send notice by (1) first class or certified mail to the physical address we have on file for you (if any) and (2) by electronic mail to the email address we have on file for you (if any). If we do not have a physical or email address on file for you, or if we are, for any reason, unable to provide notice via the contact information on file, we reserve the right to provide notice by such means as we deem reasonable.
You and NACUBO will attempt to resolve the Dispute through informal negotiation within thirty (30) days beginning on the date that a valid Dispute Notice is sent (the “
Informal Negotiation Period
”). During the Informal Negotiation Period, the parties are required to conduct an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute between you and NACUBO (the “
Conference
”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to participate. NACUBO will participate in the Conference through one or more representatives, which may include our counsel.
Both you and NACUBO agree that the foregoing procedures (the “
Informal Dispute Resolution Procedure
”) is a condition precedent that must be satisfied before initiating any arbitration or litigation against the other party. If any aspect or requirement of the Informal Dispute Resolution Procedure has not been completed or satisfied, the parties agree that (i) a court of competent jurisdiction can enjoin the filing or prosecution of any arbitration or litigation and (ii) unless prohibited by law, no arbitration administrator shall accept or administer an arbitration or demand fees in connection with the Dispute.
2. Individual Arbitration
IF ANY DISPUTE CANNOT BE RESOLVED BY THE INFORMAL DISPUTE RESOLUTION PROCEDURE, YOU AND NACUBO AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.Other rights that you and we would have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.
Any such Disputes shall be exclusively submitted to JAMS (
www.jamsadr.com
) for binding arbitration under its rules then in effect (as modified by these Terms), before one arbitrator to be mutually agreed upon by both parties. Notwithstanding any other provision of these Terms, the arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (
) if (and only if) it is determined by JAMS or the arbitrator that these standards are applicable to the Dispute. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $10,000 or less, you may choose to have the arbitration conducted (1) solely on the basis of the documents submitted to the arbitrator or (2) through a non-appearance based hearing by teleconference or videoconference.
The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of the Terms is void or voidable. For the avoidance of doubt, you and NACUBO agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this agreement to arbitrate or the arbitrability of any claim or counterclaim. The arbitrator shall have the authority to award (on an individual basis) any relief that would be available in a court. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
3. Exceptions
Notwithstanding any other provision in this section, you or NACUBO may (1) bring an individual claim or elect to resolve a Dispute in small claims court in the United States consistent with any applicable jurisdictional and monetary limits (so long as the action is litigated exclusively in small claims court and is not removed or appealed to a court of general jurisdiction) and (2) file an individual claim in court to enjoin the infringement or other misuse of its intellectual property rights (so long as any such claim is brought and maintained on an individual basis). In addition, nothing in these Terms prohibits you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
U. Choice of Law and Forum
Choice of Law.
These Terms have been made in and shall be construed in accordance with the laws of the United States (including federal arbitration law) and the District of Columbia, without giving effect to any conflict of laws principles. You and NACUBO acknowledge that these Terms evidence a transaction involving interstate commerce and that any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).
Choice of Forum.
Except for Disputes properly lodged in a small claims court in the United States, any disputes or claims that are, for any reason, not subject to the arbitration provision in Section T above shall be resolved by a court located in District of Columbia and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
V. Miscellaneous
Severability
. In the event that any portion of the Terms is found to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the enforceability or validity of any other portion of the Terms, which shall remain in full force and effect and be construed as if the invalid or unenforceable portion were not part of the Terms.
Interpretation.
In these Terms, the words “include,” “includes,” and “including” are used in an illustrative sense and shall not limit the generality of the language preceding such term. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to affect the meaning or interpretation of these Terms. Any limited or specific disclaimers or limitations of liability found in these Terms shall not limit the effect, force, or breadth of any other disclaimers or limitations of liability in these Terms. When these Terms refer to a decision or action that will or may be made or taken by NACUBO, such decision or action shall be made, taken, or refrained from in NACUBO’s sole discretion.
No Waiver.
If NACUBO does not exercise or enforce any legal right or remedy which is contained in these Terms (or which NACUBO has the benefit of under any applicable law or regulation), such inaction shall not be taken to be a formal waiver of NACUBO’s rights, and all such rights or remedies shall still be available to NACUBO.
Entire Agreement.
These Terms (which, for avoidance of doubt, includes any Additional Terms) set forth the entire understanding and agreement between us with respect to your use of the Sites.
Assignment.
You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
No Relationship.
These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and NACUBO.
Notices to California Residents.
You may reach NACUBO at the contact information provided below in Section X. California residents may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
With respect to any limitations or disclaimers of warranties or liability included in these Terms, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Admissibility.
You agree that a printed version of these Terms and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms or your use of the Sites to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
W. Digital Millennium Copyright Act Notice
NACUBO complies with the provisions of the Digital Millennium Copyright Act (“
DMCA
”). If you have a concern regarding the use of copyrighted material on the Sites, please send a notice of copyright infringement (a “
Copyright Notification
”) to NACUBO’s the agent designated to respond to reports alleging copyright infringement (“
Designated Agent
”).
The Designated Agent for NACUBO can be contacted at: Arent Fox LLP, Attorneys at Law, 1717 K Street, NW, Washington, DC 20006-5344 (mail); 202.857.6000 (telephone).
In the subject line of your Copyright Notification, please include “Re: Claim of Copyright Infringement.”
To be effective, the Copyright Notification must be a written communication that includes the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
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;
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 us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an email address at which the complaining party may be contacted;
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; and
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.
When we receive a compliant Copyright Notification, we will expeditiously remove or disable access to the allegedly infringing content. We may give notice to the user responsible for the content in question by means of a general notice on the Sites, an email to the user’s email address in our records, or written communication sent by first-class or certified mail to the user’s physical address in our records (a “
Removal Notification
”).
If you receive a Removal Notification and believe that the content in question was removed as a result of mistake or misidentification, you may provide response in writing to the Designated Agent (a “
Counter-Notification
”). To be effective, the Counter-Notification must be a written communication that includes the following:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a federal district court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, and where technically feasible, of users who are repeat infringers.
X. Questions
If you have any questions or concerns regarding the Sites or the Terms, please contact us by email at
membership@nacubo.org
or by calling 1.800.462.4916.
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