Last Updated: February 1, 2019

IMPORTANT NOTICE: PLEASE READ THROUGH THESE TERMS CAREFULLY.
This document (these “Terms of Use” or “Terms”) describes the terms under which Dispute Resolution Board Foundation, Inc. (hereinafter, “Company“) offers each individual or entity (hereinafter, “Member“) access to our website (hereinafter, “Site“) or access to our mobile application (hereinafter, “App“).

By accessing the Site or App or any content found on the Site or App, you agree to comply with and to be bound by the Terms set out below, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If you do not understand or agree with these Terms, please do not use the Site or App or the Services (as defined below).

Our App is a re-skinned front-facing version of the mobile event solution by CrowdCompass, a division of Cvent, and uses their technology, and backend software to operate. The App is useful for DRBF events, outlining speakers, agendas, schedules, and networking opportunities, etc. It will soon be available for download on the Apps Store and Google Play.

  1. Memberships

These Terms are incorporated by reference into each membership transaction in whatever medium that incorporates the terms of this Agreement by reference (each an “Membership purchase”) executed by the company or individual identified as the “Member” therein and the company pursuant to which the company agrees to license and provide the Service to Member, as upgraded from time to time, during the Term and in exchange for the fees specified therein. These Terms, together with the Membership purchase, comprise a binding written agreement between Member and DRBF, effective as of the date of mutual execution of the purchase by DRBF and Member (this “Agreement”). DRBF may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of http://www.drb.org where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with Member. In the event of any conflict between the provisions contained in a Membership and these Terms of Use, the provisions in the Membership shall control (provided, however, that the fact that a provision appears in a Membership description but not these Terms of Use, or in these Terms of Use but not the applicable Membership terms, shall not be deemed to be a conflict for purposes of this sentence).

  1. Price and Payment

2.1     A Member agrees to pay all fees and other charges in accordance with this Agreement. Most fees are processed online. Those that are not are due net thirty (30) days from invoice date. If a  Member does not pay the fees or other charges when they are due, then a finance charge of two percent (2%) or the maximum rate allowed by law if less will be assessed. Payment shall be by check unless otherwise specified on a Member’s Invoice. Except where prohibited by applicable laws, if a Member pays any fees due hereunder via credit or debit card, then DRBF reserves the right to charge a Member a surcharge of three percent (3%) of the total amount due hereunder, and a Member hereby consents to such charge being made against the credit or debit card provided by a Member. As an example, if the Membership spans three years, a Member will be charged the annual amount three times.

2.3   A Member is responsible for all taxes, charges or duties including, without limitation, sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under this Agreement, excluding taxes based on DRBF’s net income.

2.4     DRBF reserves the right to increase recurring fees payable hereunder at any time upon thirty (30) days prior written notice.

2.5     There are no financial transactions take place on the App. It is only used for DRBF events.

  1. Term

The Term of this Agreement is annual.

  1. Termination

4.1     Either party may terminate a Membership if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, except for breach of Section 3 which shall have a ten (10) day cure period, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.

4.2     In the event of non-payment by the Member, DRBF may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand.  If Member fails to pay fees when due, then a Member shall also be liable for all fees due during the term of the Membership and any additional expenses (including but not limited to reasonable attorneys’ fees and accrued interest) DRBF incurs in collecting such delinquent fees.

4.3     In the event of non-payment by the Member, DRBF reserves the right to restrict access to the Services upon five (5) business days” prior written notice. A Member agrees that such restrictions do not modify the amounts due under their Membership.

  1. Subscription Right; Proprietary Rights

5.1      Subscription Right.  Subject to the terms and conditions of this Agreement, during the Term of the applicable Membership, DRBF will provide a Member with a worldwide, non-exclusive, non-transferable and revocable subscription right to access and use the DRBF website as upgraded from time to time. A Member may use the website only for purposes of performing its internal business operations. A Member may not use the website as part of a commercial time-sharing or service-bureau operation or in any other resale capacity. Except for the foregoing subscription right, no other rights in the website are granted to a Member hereunder, and the website is and will remain the sole and exclusive property of DRBF if any, whether the website is separate or integrated with any other products, services or deliverables.

5.2      Proprietary Rights.  You acknowledge that DRBF or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services, and any or all modifications to the Services, related documentation, and marketing materials regardless of: (a) whether such intellectual property notices appear on the materials or (b) whether such intellectual property notices have been filed with governmental agencies. Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto. You agree that you shall not disclose to anyone any proprietary or confidential information of DRBF which you may receive through the Services or which you may have access to on the Site and that you will not use any such information to compete against DRBF or reverse engineer our product offerings. No competitors or future competitors are permitted access to the Site or Services, and any such access by third parties is unauthorized. You agree that you will not copy, record, publish, compile, reproduce, republish, use or resell for any competing commercial purpose any information on our Site or which you receive through the Services. In addition, you agree to pay all reasonable attorney’s fees and costs incurred in enforcing these provisions. You understand and agree that any third party data, content, materials or software (“Third Party Content”) which may be published on the DRBF website or otherwise made available through the Services may be subject to third-party licenses, that such licenses may be altered or revoked at any time by the applicable third party licensor, and that, provided there is no material reduction of functionality in the DRBF website, removal or alteration of Third Party Content shall not constitute a material breach of this Agreement or any Membership.

  1. Responsibilities of Parties

6.1     A Member is responsible for any use of the Services, including without limitation for any data, submissions, materials, and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Services by it or its employees, agents or authors. Even though DRBF maintains redundant servers, a Member is responsible for the backup of its data used in conjunction with the Services.

6.2     A Member represents and warrants that all data, submissions, materials, and content (“Member Data”) it provides for use with the Services is owned by a Member or a Member has the right to provide such data. A Member also represents and warrants that any use or transmission of Member Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and a Member shall defend, indemnify and hold DRBF harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by DRBF or which are agreed by DRBF to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by a Member. A Member shall not be entitled to settle or compromise any such claim made against DRBF without DRBF’s prior written consent, such consent not to be unreasonably withheld.

6.3     DRBF is not responsible for any misconfiguration, data corruption or data loss in any external application resulting from the use of such integrations, if and when available.

6.4     DRBF will assign a Member one or more user IDs and passwords that will enable Member to access the Services. A member shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords, and a Member is solely responsible for any losses arising from another party’s use of such IDs and passwords, either with or without a Member’s knowledge. A Member agrees that it will use the Services only for lawful purposes and in accordance with these Terms of Use. A member shall not reverse engineer, disassemble or decompile the Services or cause or permit the reverse engineering, disassembly or decompilation of the Services. DRBF and a Member will each comply with applicable laws and regulations including applicable security breach notifications laws, provided that DRBF is not responsible for compliance with laws or regulations applicable to a Member or aMember’s industry that are not also generally applicable to information technology service providers.

6.5     A Member represents and warrants that it, its affiliates, and their employees, agents, representatives, and any entity or persons having effective control over a Member, is not subject to or resident in any country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime. Any breach of this section shall be deemed a material breach of this Agreement and DRBF may immediately terminate a Member’s Agreement.

  1. Confidentiality

7.1     For purposes of this Agreement, “Confidential Information” means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any Member Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents. The terms and conditions of any order for DRBF products or services shall be deemed the Confidential Information of both DRBF and a Member.

7.2     Each party shall maintain the confidentiality of all information and data of the other and its affiliates and, in the case of a Member that is marked as confidential or which ought reasonably to be regarded as confidential, that it collects, receives or processes in connection with this Agreement and shall not directly or indirectly copy, release, disclose, divulge or permit access to any such confidential information without the prior written consent of the other party.

7.3     Both parties may use and copy such confidential information as is necessary to perform their obligations under this Agreement and for no other purpose except that DRBF may use a Member’s Confidential Information for purposes other than the provision of Service only in an aggregated, anonymized form, such that Member is not identified.

7.4     Both parties may disclose such confidential information to their employees and a Member may disclose to its affiliates, both on a “need-to-know” basis, provided that both parties shall ensure that any such employees or affiliates are subject to obligations of confidentiality with similar effect to this section. DRBF may also disclose a Member’s Confidential Information on a need to know basis to its subcontractors who are providing all or part of the Service.

7.5     The restrictions in this section “Confidentiality” do not apply to any information which:

  • At the time of disclosure or thereafter is generally available to and known by the public or any third party (other than as a result of an unauthorized disclosure directly or indirectly by the non-disclosing party),
  • Was or becomes available to the non-disclosing party on a non-confidential basis from a source other than the disclosing party,
  • Has been independently acquired or developed by the non-disclosing party without violating any of its obligations under this Agreement.

7.6     Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure unless it is prevented from providing such notice by the government agency or operation of law.

7.7     The obligations of DRBF set forth in this section shall not apply to any suggestions and feedback for product or service improvement, correction, or modification provided by a Member in connection with any present or future DRBF product or service, and, accordingly, neither DRBF nor any of its Members or business partners shall have any obligation or liability to a Member with respect to any use or disclosure of such information.

7.8     The parties hereby acknowledge and agree that any existing non-disclosure agreement entered into by the parties is hereby superseded and replaced by the terms contained in this Agreement.

  1. Ownership and Use of Data

8.1     A Member grants DRBF a limited, non-exclusive right to use the Member Data (including copyright, trademark, patent, publicity or other rights) and to disclose Member Data to third party service providers for DRBF to operate the Services. A Member also grants DRBF permission to use Member images that are posted on the Site for purposes of advertising and promoting DRBF, including without limitation, marketing, training, or investment materials. A Member retains any and all rights it may possess to Member Data provided by Member to DRBF through the DRBF website or collected from others by DRBF on behalf of Member. Such Member Data will only be used by DRBF as reasonably required for providing Services as contemplated hereunder and in accordance with DRBF’s Privacy Policy (https://www.drb.org/privacy-policy) and all applicable data privacy laws and regulations laws (including the EU General Data Protection Regulation (GDPR) as and when it becomes enforceable on May 25, 2018) (collectively, “Data Privacy Policy and Rules”). Both DRBF and Member will comply in all material respects with the Data Privacy Policy and Rules and will provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same. Unless we have a Member’s permission, DRBF will not disclose or share personally identifiable information collected on the Site with any third party (except as required by law, pursuant to a governmental request, or for the purposes of providing Member the Services). DRBF may retain offline copies of DRBF data on backup media for archival purposes for a reasonable period of time following expiration or termination of any Membership. For the avoidance of doubt, a Member is responsible for obtaining any legally required consents to process personal data or to process and transfer data in compliance with any other legally permitted conditions for processing personal data. Furthermore, to the extent DRBF processes Member Personal Data of Data Subjects located in the EEA or Switzerland on behalf of a Member or a Member Affiliate, or DRBF are otherwise subject to EU Data Protection Laws, the Parties will comply with the provisions in the Data Protection Addendum.

8.2     Subject to the terms of this Section, a Member acknowledges and agrees that DRBF may use all data inputted into or collected by the Services, including but not limited to data related to Service utilization and Member Data, on a historical, aggregated and anonymous basis (collectively, “Aggregate Data”) in compliance with applicable laws and DRBF’s Privacy Policy to provide the Services and for any commercial purposes, including but not limited to the distribution and provision of the Aggregate Data to other DRBF’s Members and for the preparation and distribution of benchmarking, research, and/or analytical materials. Aggregate Data shall not identify Member as the source of any specific data, pattern or finding, nor shall it include any personally identifiable information of any individual users of the Service. A Member shall maintain appropriate security measures for all Aggregate Data in accordance with the terms and conditions of this Agreement. DRBF will be the sole and exclusive owner of all right, title, and interest to such Aggregate Data and, notwithstanding anything to the contrary, shall be free to use and disclose on a worldwide and royalty-free basis the Aggregate Data for its business purposes including, but not limited to, publicizing usage of the Services, providing information on general industry trends, and providing benchmarking data to DRBF members.

8.3     Upon a Member’s written request made within 30 days after the effective date of expiration or termination of this Agreement, DRBF will, provided a Member is not in breach of any of its obligations under the Agreement and upon a Member’s payment of the applicable fees, make available to a Member for download a file of Customer Data in its then current format.

8.4     After such 30-day period, DRBF shall have no obligation to maintain or provide any Member Data and shall thereafter, unless legally prohibited, delete all Member Data maintained in its production systems, provided a Member may retain archival copies of a Member’s data on offline backup media for a reasonable period of time not to exceed two (2) years following expiration or termination of any Membership.

  1. No “Spamming” or Illegal Conduct or other Prohibited Uses

9.1     Members will not use the Services in any manner which exceeds the scope of its license under Section 6 (License Grant) of these Terms, or which violates its obligations under Section 7 (Responsibilities of Parties) of these Terms, or for illegal activities or junk mail, chain letters, pyramid schemes, “spam” or distribution to any person who has not given specific permission to be included in such a process (all the foregoing “Prohibited Uses”). Without limiting the generality of the foregoing, a Member is required to comply with the United States’ Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CAN-SPAM Act”), and the rules and regulations promulgated thereunder.

9.2     If a Member uses the Services for any Prohibited Uses, we may immediately suspend or terminate a Member’s access to the Services. DRBF reserves the right to base its findings with respect to spam and related analysis and decisions on, among other things, received complaints, observed email patterns, including rates of delivery and email percentage of emails sent reported as being read by DRBF’s application. DRBF may also take any self-help remedies necessary to prevent continued Prohibited Uses, including, but not limited to, deleting the contact information from DRBF’s address book on behalf of those individuals who lodge complaints with DRBF or DRBF’s web-hosting company. The Member is still responsible for full payment of the Membership even if access to the Services are terminated for spamming or other Prohibited Uses.

9.3     All email messages sent from DRBF, including invitations, reminders, and confirmations, must contain an “unsubscribe” link that allows subscribers to remove themselves from Member’s email messages. Members acknowledge and agree that Members will not hide, disable, or remove the opt-out link from the foregoing emails. Members will actively manage and process unsubscribe requests received by Mmebers directly as soon as reasonably practicable and no later than ten (10) days after submission, and update its email lists and address books to reflect the unsubscribe requests.

9.4     Member messages sent using the Services must contain a clear and conspicuous notice that the message is an advertisement or solicitation and that the recipient can opt out of receiving more commercial email from a Member. It also must include a Member’s identity as the sender, valid physical postal address and comply in all other respects with applicable law. The Member will not send commercial email messages using domains by proxy or any equivalent ownership masking service.

  1. Changes and Environment

10.1      Changes.  Access is limited to the version of the Service in DRBF’s production environment. DRBF may from time to time at its sole discretion update the Service and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements.

10.2      Environment.  DRBF will provide the Member online access to and use of the Service via the Internet by use of a Member-provided browser. The Software will be hosted on a server that is maintained by DRBF or its designated third-party supplier or data center. A Member is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Software, including but not limited to Internet access and adequate bandwidth.

  1. Third Party-Service Interoperability

11.1     The Services provided hereunder may contain features designed to interoperate with third-party services and/or applications. To use such features, Members may be required to obtain access to such services and/or applications from third-party providers, and may be required to grant DRBF access to such third-party provider account(s). If such third-party provider ceases to make service or application available for interoperation with the corresponding DRBF Service features on reasonable terms, DRBF may cease providing those Service features without entitling the Member to any refund, credit, or other compensation.

11.2     If a Member installs or enables a third-party service or application for use with the Member Service, the Member grants DRBF permission to allow the third-party provider to access DRBF’s Data as required for the interoperation of that third-party service or application with the Service provided hereunder. DRBF is not responsible for any disclosure, modification or deletion of the Member Data resulting from access by the third-party service provider or use of the third-party service or application.

  1. Professional Services

12.1     DRBF will perform the mutually agreed upon Professional Services for Members described in one or more Membership descriptions as the parties may agree to in writing from time to time. For purposes of these Terms, “Professional Services” shall mean data conversion, data mapping, implementation, site planning, configuration, integration and deployment of Service, and other services.

12.2     Ownership and Limited Right. All intellectual property rights in the results of the Professional Services including (without limitation) all deliverables, contents, documentation, training materials, modifications and all intellectual property embodied herein (collectively, the “Deliverables”) shall vest solely and absolutely in DRBF or its licensors. DRBF grants Members, subject to timely payment of applicable fees and charges, and subject to the restrictions set forth in Section 5 hereof, a personal, nonexclusive, non-transferable right to, for the Term, use the Professional Services Deliverables solely in connection with its use of the Services.

  1. Warranties

THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CVENT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE. DRBF DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS USED FOR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MEMBERS AND VISITORS TO OUR WEBSITE ACKNOWLEDGE THAT USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND CUSTOMER DATA. ACCORDINGLY, DRBF CANNOT AND DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. IN ORDER TO PROTECT MEMBER’S DATA, CVENT MAY SUSPEND MEMBER’S USE OF THE SERVICES IMMEDIATELY, WITHOUT PRIOR NOTICE, PENDING AN INVESTIGATION, IF ANY BREACH OF SECURITY IS SUSPECTED. MEMBERS ACKNOWLEDGES THAT THE SERVICES AVAILABILITY MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DRBF IS NOT RESPONSIBLE OR DEEMED TO BE IN DEFAULT FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, OR UNAVAILABILITY RELATED TO MEMBER’S APPLICATIONS, CUSTOMER DATA, OR MEMBER’S EQUIPMENT, OR THE ACTS OR OMISSIONS OF ANY USER OF THE SERVICES.

  1. Indemnification

DRBF shall defend the Member against any claim or lawsuit by a third-party (a “Claim”) against a Member to the extent such Claim alleges that the Service, used in accordance with the terms of this Agreement, infringe any patent, copyright or trademark, or misappropriates a trade secret of a third-party, and will indemnify a Member for all damages finally awarded against a Member by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by DRBF, arising out of such Claim. If a Member’s use of the Service under the terms of this Agreement is enjoined or DRBF determines that such use may be enjoined, then DRBF may, at its sole option and expense, either (i) procure for the Member a license to continue using the Service in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing Services to avoid the infringement; or (iii) terminate the licenses and access to the corresponding Services and refund any prepaid unused fees as of the date of termination. Notwithstanding the indemnity obligations specified under this paragraph or anything to the contrary under this Agreement, DRBF shall have no defense or indemnification obligation or other liability for any Claim arising from (i) use of the Services other than in accordance with this Agreement; (ii) modification of the Services by the Member or a third-party; (iii) the combination of the Services with any materials contributed by the Member or any third-parties if the Services would not directly infringe without such combination; (iv) any third-party products, services, hardware, software or other materials; or (v) any obligation of the Member to defend or indemnify DRBF.

  1. Limitation of Liability

15.1     DRBF’s liability to a Member, a Member’s business, registered agents, assignees, registrants or any third-party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorneys’ fees or costs arising under this Agreement including any Membership(s) shall be limited to the amount of Member’s actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under the Agreement during its then-current Membership Year at the time of the incident giving rise to liability. If no fee is paid to DRBF, DRBF does not retain any liability.

15.2     IN NO EVENT WILL DRBF OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE OR INDEMNIFY THE MEMBER FOR: (I) ANY DAMAGES CAUSED BY MEMBER’S FAILURE OR THAT OF ITS MEMBERS, INVITEES, EMPLOYEES, AGENTS, AFFILIATES OR MEMBERS TO PERFORM THEIR RESPONSIBILITIES; (II) ANY CLAIMS OR DEMANDS OF THIRD-PARTIES OR (III) ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, COST OF COVER, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SERVICE PROVIDED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF DRBF OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3     These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of the warranty set forth in this Agreement.

  1. Sensitive Personal Information

Notwithstanding any provision to the contrary in this Agreement, Members acknowledge and agree that use of DRBF Services to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore Members shall be solely responsible for any such use of the Services by Members or its employees, agents or subcontractors and Members shall bear no risk or liability for same. “Sensitive Personal Information” shall be defined as any information which a reasonable person would recognize as being highly sensitive (but excluding, for the avoidance of doubt, contact information such as name, mailing address, email address, and phone number).

  1. Laws and Disputes

All matters with respect to the Service, these Terms, and any Order Form, will be governed by the local laws of North Carolina, Mecklenburg County, United States of America, without regard to any conflict of law principles, and the parties agree to the sole and exclusive venue for all matters arising with respect to same. The parties waive their right to a jury trial. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply hereunder.

  1. Notice

Any notice hereunder shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email.

  1. Non-Solicitation

The Member agrees that a Member, its organization and affiliates, will not attempt to hire, or assist in hiring anyone currently employed by DRBF, except insofar as such recruitment results from a general solicitation of employment not specifically directed towards employees or subcontractors of DRBF. A Member further agrees that should such a situation occur, DRBF would be caused irreparable harm and be entitled to injunctive relief.

  1. Assignment

Except for assignment to a party’s affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other party, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party’s prior written consent, not to be unreasonably withheld or delayed. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

  1. Force Majeure 

DRBF will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, Distributed Denial of Service attacks, or any act or failure to act by Member, its employees, agents, or contractors.  The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of their respective obligations hereunder.  DRBF is not liable for excusable delay.

  1. No Third Party Beneficiaries

These Terms are not intended to, and do not confer any rights, benefits or remedies upon any person other than the parties.

  1. Export Compliance

The Services and other technology DRBF makes available, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. The Member will not and will not permit Users to access or use the Service or transmit Member Data to or from any country in violation of any U.S. law or regulation, including but not limited to export control regulations and those issued by the Office of Foreign Assets Control.

  1. Compliance with Anticorruption Laws

24.1     Member agrees that neither it, nor any officer, director, employee, subsidiary, affiliate, agent, representative or other person working on its behalf in connection with Member’s use of the Site or receipt of any Services, will violate any anti-corruption or anti-bribery laws, statutes and regulations of any country, including, but not limited to, the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and the UK Bribery Act 2010. The Member represents and warrants that it will not engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. The Member also warrants and covenants that it and its officers, directors, employees, agents and representatives have not violated, and will strictly comply with, the anticorruption or anti-bribery laws, statutes and regulations of any country which makes it unlawful to offer, pay, promise to pay, or authorize the payment of any money, or to offer, give, promise to give, or authorize the giving of anything of value, directly or indirectly, inter alia to a Covered Recipient (defined herein) for a Prohibited Purpose (defined herein).  For purposes hereof, “Covered Recipient” means a foreign official (including employees of government-owned or controlled entities), foreign political party (including any official thereof), official or employee of an international public organization, or candidate for foreign political office; and “Prohibited Purpose” means assisting a party to obtain or retain business for or with, to secure an improper advantage, or to direct business to, any person, by:

  • Influencing any act or decision of a Covered Recipient in such Covered Recipient’s official capacity;
  • Inducing a Covered Recipient to do or omit to do any act in violation of such Covered Recipient’s lawful duty;
  • Securing any improper advantage; or
  • Inducing a Covered Recipient to use such Covered Recipient’s influence with a foreign government (or instrumentality thereof) to affect or influence any act or decision of such government (or instrumentality thereof), including entities that are government-owned or controlled.

24.2    A Member further warrants that it will not engage in any commercial bribery, kickback schemes, or other forms of improper payments to any person, private or public, and agrees that it will not create or submit any false, inaccurate, or misleading invoices or other business documents related to any use of the Site or Services. Members will permit, upon request, DRBF reasonable access to its books and records and/or to conduct periodic or ad hoc audits, as DRBF deems necessary. Upon request, a Member agrees to provide DRBF with a written certification attesting its compliance with the foregoing anticorruption requirements.

  1. Press Releases; Customer List

A Member agrees that DRBF may use its organization’s name and logo to identify Member as a Member of DRBF on DRBF’s website, and as a part of a general list of DRBF’s Members for use and reference in DRBF’s corporate and marketing literature. Additionally, Members agree that DRBF may issue a press release identifying Members as a customer, subject to Member’s prior approval which will not be unreasonably withheld or delayed.

  1. Legal Fees

DRBF shall be entitled to recover reasonable attorney’s fees in the event DRBF is the prevailing party in any legal action to enforce or interpret this Agreement.

  1. Entire Agreement; Severability; Waiver

These Terms supersede any prior agreement or understanding between the parties whether oral or written in relation to its subject matter, and may only be modified by a written amendment signed by authorized representatives of each party.