TERMS AND CONDITIONS

1.   ACCEPTANCE OF TERMS

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you and the National Black Empowerment Council (“NBEC,” “we,” “us,” or “our”) governing your access to and use of the NBEC website, www.thenbec.org, including any content, functionality, and services offered on or through the website (collectively, the “Website”).

By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Website.

2.   CHANGES TO THE TERMS

NBEC reserves the right to modify, amend, or update these Terms at any time and for any reason in our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page periodically so you are aware of any changes, as they are binding on you. 

3.   ACCESSING THE WEBSITE

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

•       Making all arrangements necessary for you to have access to the Website.
•       Ensuring that all persons who access the Website through your internet connection are aware of these Terms and comply with them.
•         INTELLECTUAL PROPERTY RIGHTS

1.   4.1 Ownership

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by NBEC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. 

1.   4.2 Limited License

Subject to these Terms, NBEC grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows: 

1.   Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
2.   You may store files that are automatically cached by your Web browser for display enhancement purposes.
3.   You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
4.   If we provide social media features with certain content, you may take such actions as are enabled by such features.
5.   4.3 Prohibited Uses

You must not: 

1.   Modify copies of any materials from the Website.
2.   Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
3.   Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website.
4.   Access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
5.   4.4 Trademarks

The NBEC name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of NBEC or its affiliates or licensors. You must not use such marks without the prior written permission of NBEC. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners. 

5.   USER CONTRIBUTIONS

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms. Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material according to your account settings.

You represent and warrant that:

1.   You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
2.   All of your User Contributions do and will comply with these Terms.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not NBEC, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website. 

6.   CONTENT STANDARDS

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations.

Without limiting the foregoing, User Contributions must not:

1.   Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
2.   Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
3.   Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
4.   Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.
5.   Be likely to deceive any person.
6.   Promote any illegal activity, or advocate, promote, or assist any unlawful act.
7.   Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
8.   Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
9.   Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
10.   Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
11.   MONITORING AND ENFORCEMENT; TERMINATION

We have the right to: 

1.   Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
2.   Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for NBEC.
3.   Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
4.   Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
5.   Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.

YOU WAIVE AND HOLD HARMLESS NBEC AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

8.   DONATIONS AND FINANCIAL CONTRIBUTIONS
9.   8.1 Tax-Exempt Status

NBEC is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code. Donations made to NBEC may be tax-deductible to the extent allowed by law. Please consult with your tax advisor regarding the deductibility of your contribution. 

1.   8.2 Donation Policy

All donations made through the Website are final and non-refundable unless otherwise stated or required by law. If you believe an error has been made in connection with your donation, please contact us at donations@thenbec.org. 

1.   8.3 Recurring Donations

If you set up a recurring donation, you authorize NBEC to process your donation on a recurring basis according to the frequency and amount you specify. You may cancel your recurring donation at any time by contacting us at donations@thenbec.org or by logging into your account on the Website, if applicable. 

9.   LINKS FROM THE WEBSITE

The Website may contain links to other sites and resources provided by third parties. These links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such 

10.   GEOGRAPHIC RESTRICTIONS

The owner of the Website is based in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. 

11.   DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NBEC NOR ANY PERSON ASSOCIATED WITH NBEC MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE.

TO THE FULLEST EXTENT PROVIDED BY LAW, NBEC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12.   LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL NBEC, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13.   INDEMNIFICATION

You agree to defend, indemnify, and hold harmless NBEC, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Website. 

14.   GOVERNING LAW AND JURISDICTION

All matters relating to the Website and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia, in each case located in the City of Atlanta and County of Fulton. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

15.   ARBITRATION
16.   15.1 Applicability of Arbitration Agreement

All claims and disputes arising under or relating to these Terms or the use of the Website that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms set forth below (the “Arbitration Agreement”). This Arbitration Agreement applies to you and NBEC, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms. 

1.   15.2 Notice of Dispute

Before initiating an arbitration, you and NBEC each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice to NBEC should be sent to: 976 Brady Avenue NW, Suite 100, Atlanta, GA 30318. Notice to you will be sent to your email address or mailing address on file with NBEC. If the parties cannot resolve the dispute within sixty (60) days of receipt of such notice, either party may initiate arbitration. 

1.   15.3 Rules and Forum

The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules or Commercial Arbitration Rules, as appropriate, in effect at the time the arbitration is initiated (collectively, the “AAA Rules”), except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. 

1.   15.4 Arbitrator Powers

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and NBEC. 

1.   15.5 Waiver of Jury Trial

YOU AND NBEC HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and NBEC are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.7 below. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 

1.   15.6 Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this provision is deemed unenforceable, the entirety of this Arbitration Agreement shall be null and void. 

1.   15.7 Exceptions to Arbitration Agreement

Notwithstanding the foregoing, either you or NBEC may bring an individual action in small claims court. Further, nothing in this Arbitration Agreement shall prevent either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 

1.   15.8 Right to Opt-Out

You have the right to opt-out of this Arbitration Agreement within 30 days of the date you first accepted these Terms by sending written notice to: 976 Brady Avenue NW, Suite 100, Atlanta, GA 30318. The notice must include your name, address, and a clear statement that you want to opt out of this Arbitration Agreement. 

1.   15.9 Severability

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then that specific part shall be severed, and the remainder of this Arbitration Agreement shall continue in full force and effect. 

16.   WAIVER AND SEVERABILITY

No waiver by NBEC of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of NBEC to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

17.   ENTIRE AGREEMENT

These Terms, our Privacy Policy, and any other terms and policies incorporated by reference constitute the sole and entire agreement between you and NBEC regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. 

18.   CONTACT INFORMATION

All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to:

National Black Empowerment Council
976 Brady Avenue NW, Suite 100
Atlanta, GA 30318
Email: info@thenbec.org