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Effective: May 20, 2018
Welcome to International Corporate Governance Society (ICGS, ICGSociety.org). To use ICGSociety.org you must agree to these terms and conditions of service.
Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version (https://www.icgsociety.org/about/terms/). ICGS may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
The ICGSociety.org Service (the “Service”) is controlled and operated by the International Corporate Governance Society (“us” or “we”) from its office within the United States. We do not represent that the Service is appropriate or available for in any particular area or location. Access to the Service from locations where its content is illegal is not authorized. If you access the Service from outside the United States, you do so on your initiative and at your own risk.
These Terms of Service are the terms and conditions under which you may use the Service. These Terms of Service shall control with regard to your use of the Service. Any use of the Service or related services indicates your acknowledgment that you have read and understand these Terms of Service and your acceptance to be bound by these Terms of Service. We may change these Terms of Service at any time in our sole discretion by posting the amended terms on this site, so you should visit this page periodically to review the Terms of Service in effect at that time. Your use of the Service following any amendment to these Terms of Service will constitute your agreement to be bound by these Terms of Service, as amended.
The Service may contain links to third party websites that are not owned or controlled by ICGS. ICGS has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, ICGS will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve ICGS from any and all liability arising from your use of any third-party website.
As used in these Terms of Service, the terms “you” and “user” mean any individual or entity accessing the Service.
Use of Content
All users must be of 18 years or older.
We own exclusively all content appearing on or being otherwise a part of the Service, including, but not limited to, graphics, logos, text, data, Your Content (as described below), page layout and the look and feel of the web pages (collectively, the “Content”). The Content is protected under U.S. and international copyright laws. Except for the license granted herein, your use of the Service gives you no rights in our copyright, trademarks, trade secrets, or any other intellectual property rights.
For registered members in good standing of the ICGS, we grant to you a personal, non-transferable and non-exclusive right to access, display and use the Content for your use solely in connection with corporate governance education and research and to print pages from the Service solely in connection with such use. We reserve all other rights. All use must be in accordance with these Terms of Service. No portion of the Content may be modified, copied, sold, leased, distributed, transmitted or used for any commercial purpose or on behalf of any other person or entity. The license and rights granted to you in these Terms of Service shall terminate automatically if you breach any of these Terms of Service.
You may not incorporate the Content into another database, search engine or networked computer environment of any kind without express written consent. You may not create a web site that frames the Service or any proprietary information located on the Service, including any Content. You may not access the Content by means of any automated processes, spiders, bots or similar devices without written authorization. You may not modify, copy, transmit, create derivative works from, reverse engineer, disassemble, or otherwise attempt to discover any source code from, any software accessible or available through the Service, or sell, assign, sub-license or otherwise transfer any right in such software.
Use of the Service
You may only use the Service to obtain membership, society and academic information. You covenant, represent and warrant that you will adhere to and be in full compliance in all material respects with all applicable federal, state and local laws, codes, ordinances, rules and regulations, including, without limitation those relating to employment. Without limiting the foregoing in any way, you must not (among other things): (a) use the Service for any fraudulent, illegal, defamatory, harassing, offensive or otherwise wrongful or inappropriate activity including, but not limited to, the posting of sexually explicit material or content inappropriate for viewing by minors, or content which is likely to offend or criticize any member or other group or portion of society, (b) post any content where such posting constitutes the infringement or violation of any right of any third party, or (c) use the Service in a manner that violates any applicable law or regulation. You agree not to engage in any activity that would impair the proper functioning of the Service and its Content, including intentionally taking any action that would impose an unreasonable or disproportionably large load on the Service or our infrastructure or intentionally uploading, posting or otherwise transmitting through or on the Service any viruses or other harmful, disruptive, or destructive files or disabling devices. Specifically, you agree not to post any false or misleading postings, interfere with, or modify the postings or functioning of any part of the Service, or engage in any activity to defeat any security or feature of the Service. You may not post any franchise or other business opportunity which requires an initial or periodic payment, pays an insignificant salary or commissions only, or requires recruitment of other members or sub-agents.
Disclaimer of Content
Your communications and postings on the Service are solely your responsibility. We are not responsible for screening or monitoring material or information posted by users. We do not prepare or edit communications or postings, screen communications or postings in advance, or review or confirm the accuracy or appropriateness of any Content or postings on the Service, but we reserve the right (but not the obligation) to review and reject any information, in our sole discretion, that we believe to be contrary to these Terms of Service. We reserve the right to remove any Content, deactivate any account, or otherwise terminate access to the Service at any time for any reason with or without notice in our sole discretion, including without limitation, for violation of any of these Terms of Service, or if otherwise compelled by court order. If notified by a user of any communication or posting which allegedly does not conform to these Terms of Service, we may investigate the allegation and determine in good faith and in our sole discretion whether to remove, or request the removal of, the communication or posting. We have no liability or responsibility to users for the performance or nonperformance of such activities. We do not endorse or sponsor in any way the activities, products, services, practices or policies of any third party that posts information on or that uses or serves as part of the Service. Any and all content, facts, assertions or other information in any posting by any posting organization or other user is solely the action and responsibility of the posting person or entity, not us. We accept no responsibility for the Content (including without limitation for the accuracy, completeness or appropriateness of any such Content). Users, including without limitation members, also bear sole and complete responsibility for determining whether any posting would be consistent with any contractual or other obligations (if any) that they may have to any other person or entity, including, without limitation any confidentiality or fiduciary obligation to any third party.
Third Party Web Sites
We maintain the confidentiality of information submitted to us by members that is not included in their posting or profile.
Member accounts are accessible only by selecting and using a unique account ID, user name, and password. You can change your password and account status at any time.
We recommend that you keep your account IDs, user names, and passwords secure to protect against unauthorized access to your accounts. Users are responsible for maintaining the confidentiality of account ID, user name, and password, which grant access to your accounts.
If you are a ICGS member, we may terminate or suspend your ability to access the Service, the Content and any other service we may provide to you at any time for any reason, with or without notice if you fail to comply with these Terms of Service (or if otherwise compelled by court order), as set forth in the Disclaimer of Content section.
Disclaimer of Liability
THE SERVICE AND ITS CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE ACCESS AND USE OF THE SERVICE AND ITS CONTENT, OR ANY THIRD PARTY SITE AND ITS CONTENT, IS AT YOUR OWN RISK. FURTHER, WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF YOUR USE OF THE SERVICE OR ITS CONTENT, OR ANY THIRD PARTY SITE OR ITS CONTENT, RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF THEIR CORRECTNESS, COMPLETENESS, ACCURACY, TIMELINESS, RELIABILITY, EFFECTIVENESS OR OTHERWISE.
UNDER NO CIRCUMSTANCES WILL WE OR OUR OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY LOST PROFITS, LOST WAGES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM ACCESS TO, OR THE USE OF OR THE INABILITY TO USE, THE SERVICE REGARDLESS OF THE FORM OF ACTION IN WHICH SUCH DAMAGES ARE ASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE AND OUR OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY SITE OR ANY USER OF THE SERVICE. WE AND OUR OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES ARE NOT RESPONSIBLE FOR THE USE OF, OR THE FAILURE TO MAINTAIN CONFIDENTIALITY OF, THE CONTENT BY ANYONE OTHER THAN US.
Because we are not and cannot be involved in user-to-user dealings or control the behavior of users of the Service, if you have a dispute with or related to the act(s) of one or more users, you agree to pursue that dispute with those users, and you release us and our affiliates or other related entities, and their respective shareholders, officers, directors, employees, agents, attorneys and representatives and the predecessors, successors and assigns of each of them, from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the dispute. You may potentially have applicable to you laws that may affect your ability to release unknown claims, including laws that are identical or similar in form, content or intent to the following (which, by way of example, sets forth the text of California Civil Code § 1542):
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.
You nevertheless hereby voluntarily waive and relinquish any and all rights under this provision and under any and all other federal, state, local, statutory, common law and other legal provisions, whether or not similar in form, content or intent to the foregoing provision, that may in any way affect your ability to release unknown or unsuspected claims.
Once a purchase has been made through the Service, either by credit card or invoice, refunds will not be made. Under extraordinary circumstances exceptions might be made on a case-by-case basis, in our sole discretion.
You agree to defend, indemnify and hold us and our officers, directors, agents and employees harmless from and against any claims, actions or demands, liabilities and settlements, or other loss or expense that we may suffer, including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from: (a) your use of the Service or any of its Content; (b) any material, communications or postings you provide to the Service; or (c) any breach by you of these Terms of Service.
Governing Law; Jurisdiction and Venue
These Terms of Service are governed by the laws of the State of Virginia and any disputes relating to these Terms of Service or use of the Service shall be resolved exclusively in the federal or state courts in the city of Norfolk, Virginia. You agree to submit to personal jurisdiction and venue of the federal and state courts in Norfolk, Virginia.
In the event that any provision or portion of these Terms of Service is held to be invalid, such provision or portion shall be deemed severed and the invalidity of such provision or portion will not affect the validity of the remaining provisions of these Terms of Service, which will remain in full force and effect.
Waiver and Amendment
No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term. No changes to these Terms and Service shall be made except by a revised posting of such Terms of Service by us at any time in our sole discretion.
These Terms of Service constitute the entire agreement between us and users for your use of the Service. These Terms of Service do not constitute any partnership, joint venture, or other relationship other than as expressly stated herein. No prior agreements, discussions or understandings, whether oral or written, including, without limitation, past versions of these Terms of Service, will be binding upon us.