Terms of Use

Welcome to the New England Corporate Counsel Association (NECCA) website (the "NECCA Site" or "necca.com"), a website owned and operated by the New England Corporate Counsel Association, Inc.

The terms and conditions stated below, along with our Privacy Policy (collectively herein, the "Terms of Use") identify what users of the necca.com site (each, a "User") can expect from necca.com and what we expect from Users. By visiting any area of necca.com you accept the Terms of Use.

1. Privacy

Please review the necca.com Privacy Policy, which also governs your visit to necca.com, to understand our practices.

2. Online Conduct

User agrees to use necca.com only for lawful purposes. User is prohibited from posting on or transmitting through necca.com any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

If necca.com is notified of any information, data, photographs, graphs, videos, typefaces, graphics, music, sounds, and/or other material on necca.com (collectively, "Content") provided by User that is allegedly infringing, defamatory, damaging, illegal, or offensive, necca.com may investigate the allegation and determine in its sole discretion whether to remove such Content from necca.com. NECCA may disclose any Content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate necca.com; or (iii) to protect the rights or property of NECCA and its officers, directors, employees, agents, third-party content providers, affiliates, sponsors, and/or licensors (collectively, "necca.com Providers ") and/or any other User.

NECCA reserves the right to prohibit or restrict conduct, communication, or Content that NECCA deems in its sole discretion to be harmful to Users, NECCA, members of NECCA, or any third party, or to violate any applicable law. Notwithstanding the foregoing, neither NECCA nor any necca.com Provider assumes liability for any action or inaction with respect to conduct, communication, or Content of any third party on necca.com.

3. Licenses and Restrictions

NECCA grants the User a limited, nonexclusive, revocable license to access and make personal, non-commercial use of necca.com.

The foregoing license does not include any rights to:

modify, download (other than page caching), reproduce, copy, or resell necca.com, the Content or any portion or derivative thereof (other than seminar material which may be downloaded for personal use only); commercially use necca.com, the Content or any portion thereof; copy or download any User's account information for the benefit of any third party; enable high volume, automated, electronic processes that apply to necca.com or its systems; use any robot, spider, data miner, scraper or other automated means to access necca.com or its systems for any purpose; interfere or attempt to interfere with the proper working of necca.com; bypass any necca.com measures used to prevent or restrict access to any portion of necca.com; frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of necca.com; use the NECCA name, trademarks, services marks or logos in any meta tags or any other "hidden text"; or compile, repackage, disseminate or otherwise use data extracted from necca.com.

The foregoing are expressly prohibited; the right to do any of the foregoing shall require NECCA's express written consent. Any unauthorized use of necca.com, the Content, or any portion or derivative thereof, shall terminate any license or permission granted by NECCA.

4. Trademarks

The New England Corporate Counsel Association, NECCA, necca.com, and the NECCA stylized logo are all trademarks or service marks of NECCA. All rights are reserved. These and other graphics, logos, service marks, trademarks and trade dress of NECCA used on necca.com may not be used without prior written consent of NECCA. Without limiting the foregoing, no NECCA trademark or trade dress may be used in connection with any product or service that is not NECCA's, in any manner that is likely to cause confusion among Users, or in any manner that disparages or discredits NECCA. All other trademarks not owned by NECCA that appear on this site are the property of their respective owners.

5. Content

Proprietary Rights

User acknowledges that necca.com contains Content that is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is protected by U.S. copyright laws. User may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part. If no specific restrictions are displayed, Users may make copies of select portions of the Content, provided that the copies are made only for User's personal use and that User maintains any notices contained in the Content, such as all copyright notices, trademark legends, and other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C. Section 107), User may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other propriety right.

Third-Party Content

Necca.com is a distributor and not a publisher of Content supplied by third parties and Users. Any opinions, advice, statements, services, offers, or other information that constitutes part of Content expressed or made available by third parties, including any other User, are those of the respective authors or distributors and not of NECCA, unless expressly stated otherwise. Neither NECCA nor any necca.com Provider makes any representation, warranty or guarantee on the accuracy, completeness, or usefulness of any third party Content. In many instances, the Content available through the necca.com represents the opinions and judgments of the third party that provides such Content. Under no circumstance shall either NECCA or any necca.com Provider be liable for any loss, damage or harm caused by a User's reliance on information obtained through necca.com. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of the information, opinion, advice, or Content available through necca.com.

Links

Links on this site may lead to services or sites not operated by NECCA. No judgment or warranty is made with respect to such other services or sites and NECCA takes no responsibility for such other sites or services. A link to another site or service is not an endorsement of that site or service. Any use you make of the information provided on this site, or any site or service linked to by this site, is at your own risk.

Content You Submit

You are responsible for complying with the laws of the jurisdiction from which you are accessing this site and you agree that you will not access or use the information on this site in violation of such laws. Unless expressly stated otherwise herein, any information submitted by you through this site shall be deemed non-confidential and non-proprietary. You represent that you have the lawful right to submit such information and agree that you will not submit any information unless you are legally entitled to do so. Because of the open nature of the Internet, we recommend that you not submit information you consider confidential.

6. Termination of Usage

NECCA may issue a warning, temporarily suspend, indefinitely suspend, or terminate any User's right to use or access all or any part of necca.com including any account thereon, without notice, for any reason in NECCA's sole discretion, including without limitation NECCA's belief that such access would violate any applicable law or would be harmful to the interests of, or potentially cause financial loss or legal liability to, NECCA, any necca.com Provider or another User.

7. Indemnity

User agrees to indemnify and hold NECCA and each necca.com Provider harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of such User's breach of the Terms of Use or User's violation of any law or the rights of a third party.

8. Password and Account Security

Every User that has an account on necca.com is responsible for (i) keeping his or her account password confidential and secured, (ii) restricting access to such User's computer, and (iii) keeping the e-mail address associated with that account current (User acknowledges that it is important to keep the e-mail address associated with his or her account current because, although the User may be able to log into his or her necca.com account using an old e-mail address, such User will not receive messages from NECCA about his or her account).

User accepts full responsibility for all activities that occur within such User's necca.com account.

9. Notices

User consents to receive electronic communications from NECCA, whether addressed to the e-mail address associated with such User's necca.com account or posted on necca.com. User acknowledges and agrees that any communication via e-mail or by postings on necca.com satisfies any legal requirement that such communications be made in writing.

10. Disclaimers and Limitation of Liability

NECCA.COM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NECCA DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, NEITHER NECCA NOR ANY NECCA.COM PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF NECCA.COM, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT NECCA.COM WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE, OR MERCHANDISE PROVIDED THROUGH NECCA.COM; OR (IV) THAT NECCA.COM, ITS SERVERS, OR E-MAILS SENT FROM OR ON BEHALF OF NECCA ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS OR OTHER HARMFUL COMPONENTS.

NECCA DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO NECCA.COM OR ANY RELATED SERVICES. THE OPERATION OF NECCA.COM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF NECCA.

UNDER NO CIRCUMSTANCES SHALL NECCA NOR ANY NECCA.COM PROVIDER BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE NECCA.COM, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM NECCA.COM OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO NECCA.COM'S RECORDS, PROGRAMS, OR SERVICES. USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH NECCA.COM.

NEITHER NECCA NOR ANY NECCA.COM PROVIDER WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WITHOUT REGARD TO THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS SITE, ANY CONTENT ON OR ACCESSED THROUGH THIS SITE OR ANY SITE SERVICE LINKED TO, OR ANY COPYING, DISPLAYING OR USE THEREOF.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS.

11. Severability

The provisions of these Terms of Use are intended to be severable. If for any reason any provision of these Terms of Use shall be held invalid or unenforceable in whole or in part in any applicable jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

12. Applicable Law; Jurisdiction

Necca.com is created and controlled by the New England Corporate Counsel Association, Inc. in the Commonwealth of Massachusetts. The laws of the Commonwealth of Massachusetts will govern the Terms of Use, without giving effect to any principles of conflicts of laws.

13. Dispute Resolution

Any dispute relating in any way to a User's visit to necca.com or to products or services purchased through necca.com shall be submitted to confidential arbitration in Boston, Massachusetts, except that, to the extent a User has in any manner violated or threatened to violate NECCA's or a necca.com Provider's intellectual property rights, NECCA may seek injunctive or other appropriate relief in any state or federal court in Suffolk County, Commonwealth of Massachusetts, and User consents to exclusive jurisdiction and venue in such courts. Ar