I. Acceptance of Terms; Purpose.
member of the National Association of Black Journalists ("NABJ” or
"Association”), you have the opportunity to access and use certain third party
social media services (e.g. NABJ Listerve, NABJ Webiste, Twitter, Facebook, or Google+) (the "Services”)
"Terms”). By accessing and using the
Services, you accept and agree to be bound by the Terms. The purpose of the Services is to provide a
forum for black journalists and prospective journalists to discuss issues
related to journalism and NABJ. The
Terms may be updated by NABJ from time to time at the Association’s sole
discretion without notice to its members.
II. Member Content.
A. Responsibility for Content. All information, data, text,
software, photographs, graphics, video, messages, tags, or other materials
submitted by a member using the Services ("Content”), whether publicly posted
or privately transmitted, shall remain the sole responsibility of the member
from whom such Content originated. This means that you, and not NABJ, are
entirely responsible for all Content that you upload, post, email, transmit or
otherwise make available via the Services. NABJ does not control the Content
posted via the Services and, as such, does not guarantee the accuracy,
integrity or quality of such Content. Under no circumstances will NABJ be
liable in any way for any Content, including, but not limited to, any errors or
omissions in any Content, or any loss or damage of any kind incurred as a
result of the use of any Content posted, emailed, transmitted or otherwise made
available via the Services. You should
only provide Content that you are comfortable sharing with others while using
B. Content Guidelines. The
Services should be used to provide Content of interest and relevance to NABJ
members. Any personal messages between
members should be sent directly to an intended recipient and not transmitted to
all members using the Services. Any
messages sent to members using the Services should be brief and add to the
relevant discussion. Notwithstanding any
provision in the Terms to the contrary, members may use the Services (as well
as the NABJ job line, NABJ Journal, and NABJ Update) to inform other members of
relevant job postings in the field of journalism. In addition to the foregoing, you agree not
use the Services to upload, post, email, transmit or otherwise make available
any material which:
unlawful, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous,
invasive of another’s privacy, hateful, or racially, ethnically or otherwise
do not have a right to make available under any law or under contractual or
fiduciary relationships (such as inside information, proprietary and
confidential information learned or disclosed as part of employment
relationships or under nondisclosure agreements);
any patent, trademark, trade secret, copyright or other proprietary rights of
unsolicited or unauthorized advertising, promotional materials, "junk mail,”
"spam,” "chain letters,” "pyramid schemes,” or any other form of solicitation;
software viruses or any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment of the Services;
any person or entity, including, but not limited to, a NABJ official or falsely
states or otherwise misrepresents your affiliation with a person or entity; or
or unintentionally violates any applicable local, state, national or
III. Content Removal.
shall have the right (but not the obligation), in their sole discretion, to
pre-screen, refuse, or remove any Content that is made available via the
Services which violates the Content Guidelines or is otherwise objectionable.
Members are encouraged to inform NABJ of any violations of the Content
Guidelines. You understand and
acknowledge that any violation of the Content Guidelines may lead to the
termination of your access and use of the Services.
IV. Retransmission of Member Content.
A. Retransmission by NABJ.
With respect to any Content made available through the Services, you
grant NABJ an irrevocable, worldwide, royalty-free, non-exclusive, fully
paid-up and sub-licensable license to reprint, republish, retransmit, excerpt
or otherwise make available the Content in other NABJ publications and
B. Retransmission by Members. With respect to any Content made
available through the Services, members may not reprint, republish, retransmit,
excerpt or otherwise make available the Content without the prior consent of
NABJ. For the avoidance of doubt, all
Content shall be considered "off the record” without the prior consent of NABJ.
V. Member Account Security.
You will receive a
login name and password in order to access the Services upon becoming a member
of NABJ. You are responsible for
maintaining the confidentiality of your login name and password and are fully
responsible for all activities that occur under your password or account. You
agree (a) to immediately notify NABJ of any unauthorized use of your password
or account or any other breach of security; (b) to ensure that you exit from
your account at the end of each session; and (c) that your password and account
are non-transferable. NABJ cannot and
will not be liable for any loss or damage arising from your failure to comply
with this Section.
VI. Commercial Reuse Prohibited.
You agree not to
reproduce, copy, sell, trade, resell or exploit for any commercial purposes any
portion or use of, or access to, the Services (including Content, login name,
You agree that all of
NABJ’s trademarks, trade names, and other NABJ logos are trademarks and the
property of NABJ. You agree not to
display or use in any manner NABJ’s trademarks without NABJ’s prior consent.
VIII. NABJ Consents.
Any consents sought from
NABJ under the Terms must be issued by an authorized, current officer of NABJ
to be valid.
may terminate your use of the Services at anytime, without prior notice, and at
such time you will have no right to use the Services. Causes for such termination shall include,
but not be limited to: (a) breaches or violations of the Terms or other
incorporated agreements or guidelines; (b) discontinuance or material
modification to the Services (or any part thereof); (c) unexpected technical or
security issues or problems; (d) extended periods of member inactivity; (e)
engagement by you in fraudulent or illegal activities; and/or (f) nonpayment of
any fees owed by you in connection with your membership with NABJ. NABJ shall not be liable to you or any third
party for any termination of your access to the Services. The disclaimer of warranties, indemnities, and limitations of liability provided herein shall survive
any such termination.
agree to indemnify and hold NABJ and its affiliates, officers, agents,
employees and partners harmless from any claim or demand, including reasonable
attorneys’ fees, made by any third party due to or arising out of Content you
submit, post, transmit, modify or otherwise make available through the
Services, your use of the Services, your connection to the Services, your
violation of the Terms, or your violation of any rights of another.
XI. Disclaimer of Warranties.
NABJ and its affiliates, officers, agents, employees and
partners disclaim any and all responsibility or liability for the
accuracy, content, completeness, legality, reliability, or operability or
availability of information or Content displayed on the Services. NABJ disclaims any and all responsibility and
liability for your conduct and for the conduct of others using the
Services. FURTHERMORE, YOU EXPRESSLY
UNDERSTAND AND AGREE THAT:
A. YOUR USE OF THE SERVICES AND SOFTWARE ARE AT YOUR
SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. NABJ and its affiliates, officers, agents, employees and
partners EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
B. NABJ and its affiliates, officers, agents, employees
and partners MAKE
NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE
SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (iii) ANY
ERRORS IN THE SOFTWARE WILL BE CORRECTED.
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS
ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE
FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO
ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY
DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
XII. Limitation of Liability.
UNDER NO CIRCUMSTANCES WILL NABJ BE LIABLE TO YOU FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN
CONNECTION WITH USE OF THE SERVICES, WHETHER OR NOT NABJ HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY (I)
WHETHER THE DAMAGES ARISE FROM (A) USE OR MISUSE OF AND RELIANCE ON THE
SERVICES; (B) FROM INABILITY TO USE THE SERVICES; (C) FROM THE INTERRUPTION,
SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY
THIRD PARTIES); (D) UNAUTHORIZED
ACCESS TO OR ALTERATION OF YOUR CONTENT OR TRANSMISSIONS;
OR (E) STATEMENTS
OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES
AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
AND TO THE FULLEST EXTENT PERMITTED BY LAW.
XIII. Relationship of NABJ and
in the Terms shall be construed as creating an employer-employee relationship
or joint venture between NABJ and its members.
Members shall not have any right or authority to and shall not do any
act, enter into any contract, make any representation, give any warranty, incur
any liability, assume any obligation, whether express or implied, of any kind
on behalf of NABJ or bind NABJ in any way.
XIV. Governing Law; Venue.
The Terms shall be
governed by New York law, without regard to its conflict of laws
provisions. You consent to the personal
and exclusive jurisdiction and venue of the federal and state courts located in
New York County, New York, and agree that all disputes, controversies or
disagreements which may arise in relation to or in connection with the Terms shall
be finally settled by such courts.
If any material condition or provision
contained in the Terms is held to be invalid, void, or unenforceable by a final
judgment of any court of competent jurisdiction, then the remaining provisions
of the Terms shall remain in full force and effect and the unenforceable
provision shall be deemed modified to the limited extent required to permit its
enforcement in a manner most closely representing the intention of the Terms as
For questions regarding the Terms,
please contact Scott Berry, at firstname.lastname@example.org