Last Updated: February 24, 2022
Agreement between User and the National Association of Stock Plan Professionals, Ltd (“NASPP”)
This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are at least 18 years old, of legal age to form a binding contract with the Company and meet all of the eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
2. Liquidated Damages. YOU AGREE THAT, IN THE EVENT OF ANY VIOLATION OF THIS AGREEMENT, YOU WILL PAY $1,000 LIQUIDATED DAMAGES PER VIOLATION TO THE NASPP (e.g. if you email your ID and password to 25 people, your liquidated damages owed to us would equal $25,000).
3. Proprietary Rights. The contents of the Website includes, without limitation, (i) NASPP's trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identiﬁcation (collectively "NASPP Marks"); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, including podcasts, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the Website (the items identiﬁed in subsections (i) (ii) and (iii) shall be collectively referred to herein as "NASPP Content"). NASPP Content is the property of the NASPP, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected in all media now existing or hereafter developed, by law including, but not limited to, copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws, treaties, and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation, or dissemination of any NASPP Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from the NASPP. Any use of the NASPP Marks without NASPP's express written consent is strictly prohibited. You may not alter, delete, obscure, or conceal any copyright or other notices appearing in the NASPP Content, including any such notices appearing on any NASPP Content.
"Sample Documents" are the sole content of the Website that may be copied without permission. Rights to copy or share any Sample Documents on the Website with third parties terminate upon termination of membership.
6. Limitation of Liability. None of the NASPP employees, consultants, contractors, directors, officers, or third-party content providers shall be liable for damages arising out of or in connection with the use of the Website.
This is a comprehensive limitation of liability and under no circumstances shall the NASPP or any party involved in creating, producing, distributing, or providing content for the Website be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use the Website, including but not limited to, damages due to: loss of data, income or profit; loss of or damage to property; claims of third parties; reliance by a user on information obtained from the Website or any linked site.
Except as set forth above, the NASPP's liability for damages is limited to the purchase price of the subscription. The NASPP makes no other warranties, express or implied. The NASPP is not responsible for any special, consequential, incidental or other damages for any reason.
IN NO EVENT SHALL NASPP AND/OR ITS RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR CONTRACTORS, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE INFORMATION CONTAINED HEREIN, OR PROVISION OF OR FAILURE TO PROVIDE SERVICES FROM THIS WEBSITE.
9. No Waiver. The NASPP’s failure to enforce its rights hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights.
Third Party Content posted on the Website are copyrighted by their authors and may be posted elsewhere or reproduced only with the explicit written permission of the copyright holder.
If you believe your work has been copied in a way that constitutes copyright infringement, please provide the following information to the NASPP Copyright Agent (contact information below):
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on the Website;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
For notice of claims of copyright or other intellectual property infringement:
National Association of Stock Plan Professionals
P.O. Box 21639
Concord, CA 94521-0639
By email: NASPP Copyright Agent (firstname.lastname@example.org)
By Phone: (925) 685-9271
By Fax: (925) 930-9284
11. Trademark Notice. The names, trademarks, service marks and logos appearing on this Website are owned by the NASPP, and may not be used in any advertising or publicity, or other activities indicating the NASPP's sponsorship of or affiliation with any product or service, without the NASPP's prior express written permission.
12. No Legal Advice. The NASPP, and the providers of information that appears on the Website, attempt to provide accurate and authoritative information in regard to the subject matter covered. We hope to keep the information on the Website current, however we cannot guarantee that all the information on the Website is current, complete, updated or accurate. We do not undertake any obligation to update any of the information contained on the Website, nor do we make any representations or warranties regarding the accuracy of any information or content contained on this site or on sites to which this site links.
Access to the Website is licensed with the understanding that we are not giving legal, tax, accounting or other professional service. Users may not rely on information provided on the Website as a substitute for such advice or assistance.
The Third Party Content posted on the Website is copyrighted by their respective authors and may be posted elsewhere or reproduced only with the explicit written permission of the copyright holder.
14. Views May Vary. The Website is owned by a professional organization supporting experts and practitioners in the field of equity compensation. The views expressed on the Website are not necessarily those of the NASPP or any affiliate.
15. You Should Validate Information. The information on the Website is provided solely for educational and informational purposes and should not be relied upon for any reason without first independently verifying the data. The Website and the information thereon related to legal, tax, or accounting matters is provided for your personal use and does not constitute professional advice. We do not review any information you provide us for legal accuracy or sufficiency, draw legal conclusions, provide opinions about your choices, or apply the law to the facts of your situation. If you need legal, tax or accounting advice for a specific problem, you should consult with a licensed professional. Neither the Website, nor any information provided by NASPP on the Website, is a substitute for advice from a qualified licensed to practice in an appropriate jurisdiction.
Your use of the Website does not create an attorney-client relationship between you and NASPP or any employee, contractor, consultant or representative of NASPP. NASPP is not a “Lawyer Referral Service.” NASPP does not endorse or recommend any attorney nor does it make any warranty as to the qualifications or competency of any attorney. Communications between you and NASPP may not be protected as privileged communications under the attorney-client privilege or work product doctrine.
We strive to keep our content accurate, current and up-to date. However, because the law changes rapidly, we cannot guarantee that all of the information on the Website is completely current. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. The Website does not include all information necessary to evaluate any actual or proposed transaction or dispute.
16. No Advertising. The Website is not intended to advertise any services, legal, tax, accounting or otherwise, to solicit clients or to provide legal or accounting advice. Materials on the Website and to which the Website link to are intended solely for general informational and educational purposes. These materials may be considered advertising in some states or other jurisdictions.
As an user of the Website, you expressly agree not to:
- Create an account in another person’s or entity’s name, create more than one account, use another’s account or impersonate another person or entity;
Restrict or inhibit other users from using and enjoying the Website;
Hack, “scrape,” “harvest”, “stream catch” or “crawl” our website or services, whether directly or through intermediaries such as spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds, or an automated software tool, or manually on a mass basis, or otherwise access or attempt to access or collect any information NASPP has not intentionally made available to you on the Website via a purchased subscription. This includes, for example, information about other users of the Website and information about the offerings, products, services and promotions available on or through the Website;
Resell any NASPP content without prior express written consent from NASPP;
Circumvent or reverse engineer the Website or our systems or to gain unauthorized access to any areas of the Website or any other systems or networks connected to the Website, or to any of the services offered on or through the Website that are not intended for access by you, by hacking, password “mining,” or any other illegitimate means;
Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or our systems or networks, or any systems or networks connected to the Website, including by “flooding” the Website with requests;
Use the Website to gain competitive intelligence about us, our services or any product offered via the Website or to otherwise complete with us or our affiliates, or use information on the Website to create or sell a similar product, service or information;
Manipulate or forge identifiers to disguise the origin of any information posted on the Website or otherwise provided to us or our employees;
Use the Website to promote spamming, chain letters, or other unsolicited communications; or
The following uses are specifically excluded or prohibited:
- Use in connection with any legal matter that is frivolous, immaterial or illegal in nature, as determined by NASPP in our sole discretion;
Use in connection with any legal matter involving the laws of jurisdictions outside of the United States or its subdivisions; or
Use in connection with any legal matter that directly or indirectly involves NASPP or any of its affiliates, directors, agents, employees, or other NASPP service providers.
We reserve the right to suspend any user’s access to the Website and/or cancel the subscription of any user that violates these rules.
18. No Endorsement of Third-Party Content. We do not necessarily endorse, and are not responsible for, any third-party content that may be linked to or accessed through the Website. The Website may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of NASPP, and NASPP is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. NASPP is not responsible for webcasting or any other form of transmission received from any Linked Site. NASPP is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by NASPP of the Website or any association with its operators.
The NASPP retains the right to remove any content for any reason, including but not limited to, content that it deems threatening, demeaning, profane, obscene, a violation of intellectual property rights or privacy laws, oﬀ-topic, commercial or promotion of organizations or programs, or otherwise injurious or illegal. The NASPP also retains the right to ban or block a user from posting on NASPP without notice for a pattern of inappropriate postings or as it deems necessary. All user content must comply with NASPP policies.
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