For clarity, the term “Services” includes NCRB data, software, and web services that you access indirectly (i.e., through use of API’s or other programmatic means), including but not limited to NCRB data and web services provided or accessed through your use of services provided by Compensation Data Exchange, LLC (CDX).
BY ACCESSING, VISITING, BROWSING, USING, DOWNLOADING OR ATTEMPTING TO INTERACT WITH ANY PART OF THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.
Certain parts of the Services, including without limitation NCRB’s web application portal, contain services or software (“Additional Resources”), some of which may require you to agree to different or additional terms and conditions for use. You agree to be bound by such terms and conditions. In the event of a conflict between the terms of this Agreement and the terms of the Additional Resources, the terms of the Additional Resources shall govern with respect to use or access of such Additional Resources.
Some Services are authorized for use only by members of NCRB. If you are accessing any such Services, you represent and warrant that you are an authorized employee or representative of an NCRB member. If you are a third-party administrator or other third-party representative working for an NCRB member, then you may not use the Services without the specific written authorization of the NCRB member you are working for. You agree to provide NCRB with a copy of such authorization upon NCRB’s request. If you are an NCRB member who has granted an authorization for a third-party administrator or representative to use the Services, then you agree that you are fully responsible for the representative’s use of the Services.
YOUR USE OF THE SERVICES
NCRB grants you the non-exclusive, non-transferable right to use the Services made available to you by NCRB in its sole discretion, solely for the purpose of transacting your business with NCRB.
You agree not to use the Services: (a) for the benefit of any third party, (b) to engage in any illegal activity, or (c) to engage in conduct which is defamatory, libelous, threatening, obscene, harassing or that infringes on a third party's intellectual property or other rights. You warrant that all data and information you provide through the Services will be truthful and accurate.
NCRB prohibits the harvesting or collection of the e-mail addresses of NCRB employees or associates from any NCRB web site or any other web sites or Services for the purpose of sending unsolicited, bulk e-mail to any NCRB e-mail addresses.
In order to use certain Services, you will need an authorized User ID and password and/or other credentials (collectively, “Credentials”). You represent and warrant that all information provided by you to NCRB through the Services relating to your contact information and Credentials is correct and complete. If any of your information changes in the future, you will promptly update such information through the Services.
You may receive or have the opportunity to select a User ID and password or other Credentials during the User registration process. In addition, you may have authority to assign additional User ID’s and passwords or other Credentials to additional users within your organization. You are solely responsible in all respects for: (a) all use of our Services made using your Credentials and any Credentials assigned by you, and (b) maintaining the confidentiality of your Credentials. Only one individual may access our Services at the same time using the same Credentials. You agree to notify us immediately if you become aware of any unauthorized use of your Credentials or any other breach of security regarding our Services. NCRB may refuse to allow use of a User ID or password or other Credential that impersonates someone else, is protected by trademark or other proprietary right law, is vulgar or otherwise offensive, or for other reasons as determined by NCRB.
Unauthorized use of or access to restricted areas of the Services is prohibited. Actual or attempted unauthorized use of or access to such areas may result in criminal and/or civil prosecution. Attempts to access such areas without authorization may be viewed, monitored and recorded and any information obtained may be given to law enforcement organizations in connection with any investigation or prosecution of possible criminal activity on this system. If you are not an authorized user of such areas or do not consent to continued monitoring, you should not attempt to access such areas.
YOU AGREE NOT TO SHARE YOUR CREDENTIALS WITH ANYONE. NCRB will not ask you for your User ID or password or other Credentials. If you know or suspect that your Credentials have been compromised, contact NCRB and, to the extent you are able, change your Credentials immediately.
You are solely responsible for your actions, content, and communications undertaken or transmitted using the Services.
Your use of the Services is subject to all applicable local, state, national and international laws and regulations, and you agree not to use the Services for purposes that violate such laws and regulations. In addition, you agree that:
- You will not interfere with another entity's or user’s use and enjoyment of the Services;
- You will not upload, download, transmit or otherwise distribute any message, data, information, text, video or other material ("Content") that is infringing, unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
- You will not upload, download, transmit, or otherwise distribute any viruses, malware, spyware, trojan horses, worms, time bombs, cancelbots, or other harmful, disruptive or destructive files;
- You will not upload, download, transmit or otherwise distribute any Content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- You will not attempt to obtain unauthorized access to the Services or portions of the Services which are restricted from general access or outside your permitted areas of access;
- You will not interfere with or disrupt networks, systems, and/or computers connected to the Services, and you will comply with all regulations, policies, and procedures of such networks and systems; and
- You will not use any robot, spider, or automated or manual process or device to monitor or copy Content from the Services.
SUBMISSION AND USE OF DATA
As part of the Services, you may submit data (“Submitted Data”) to NCRB, and you may receive data (“Received Data”) from NCRB.
NCRB has no obligation to review Submitted Data for accuracy, completeness, or compliance with these Terms. However, NCRB reserves the right to review Submitted Data for these purposes.
You agree to limit the personal information provided as part of Submitted Data to the minimum necessary to accomplish your purpose in using the Services. You are solely responsible for ensuring that you have the legal right to provide personal information to NCRB for use with the Services, including by obtaining express consent from the affected individuals where required.
In some cases, the Submitted Data is intended to include company identifying information, such as a Federal ID Employer Number (FEIN). You agree to take commercially reasonable efforts to avoid using a sole proprietor’s social security number (SSN) as part of such company information in lieu of a FEIN. Use and disclosure of an SSN as part of the Submitted Data is solely at your risk, and you hereby defend, indemnify and hold NCRB harmless for any use and disclosure of SSN’s supplied by you as part of company identifying information.
You agree to limit the use of Received Data to your internal business/organizational purposes only and to not disclose any Received Data to a third party without NCRB’s prior written consent unless you are required by law to make such disclosure.
You agree to implement and maintain reasonable and appropriate administrative, physical, and technical safeguards to protect the security of the Services, including all Received Data, and to protect the Services and Received Data from unauthorized access, disclosure, duplication, use, modification, or loss. You shall notify NCRB as soon as practicable when you reasonably suspect or discover any unauthorized disclosure, duplication, use, modification, or loss of the Services or Received Data or any attempt to defeat any technical measures put in place to secure the Services or Received Data.
You agree not to use any Services or facilities provided in connection with the Services to compromise security or tamper with any system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of security, NCRB reserves the right to release your details to law enforcement and system administrators at other websites to assist them in resolving security incidents. NCRB reserves the right to investigate suspected violations of this Agreement.
NCRB may use and disclose information about you in instances when we have reason to believe disclosing this information is necessary to investigate, identify, contact, or bring legal action against someone who may be causing injury to or interfering with our rights or property, other Services users, or anyone else. We may disclose such information when subpoenaed, if ordered or otherwise required by a court of law, arbitrator, or other similar proceeding or the rules governing such a proceeding, for government investigations, with government agencies if required by law, to exercise, establish, or defend NCRB's legal rights, to protect your vital interests or those of any other third party, and when NCRB otherwise believes in good faith that any applicable law requires it.
INTELLECTUAL PROPERTY RIGHTS
NCRB and its licensors are the sole owner of the Services, including the Services’ code, text, data, photographs, videos, audio, graphics, logos and other content and materials, and all intellectual property rights associated therewith. In addition, the overall look and feel and the compilation of all materials and content on the Services are owned by NCRB. NCRB reserves all rights in the Services except for the express license rights herein.
You agree not to disassemble, reverse engineer, or otherwise attempt to discover the source code for any of the Services.
You are not authorized to use any portion of the Services or any other NCRB intellectual property on any other Services, in the meta-tags of any other Services or in any other materials. You may not modify, publish, create derivative works, copy, distribute, or otherwise use any of the Services including any content or data in the Services or frame or incorporate the Services within any other web sites or services.
You grant NCRB the right to use, copy, distribute, transmit, display, perform, reproduce, edit, translate and reformat Content that you submit through the Services in order to provide, modify, improve, deliver, and market the Services.
You also grant NCRB the perpetual, irrevocable, worldwide, royalty-free right to use all suggestions, feedback, and improvements you provide to NCRB related to the Services (collectively, “Feedback”).
LINKS TO OTHER SITES
These Services may contain links to other sites or services which are provided as a convenience. NCRB is not responsible for the accuracy or content of information contained in these services. Links from NCRB to third-party services and resources do not constitute an endorsement by NCRB of the parties or their products and services. The appearance of advertisements and product or service information does not constitute an endorsement by NCRB.
DISCLAIMER OF WARRANTIES
THE SERVICES AND ALL INFORMATION, MATERIALS, SOFTWARE, CALCULATORS OR OTHER ITEMS ASSOCIATED WITH THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NCRB DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES, SECURE, OR ERROR FREE.
LIMITATION OF LIABILITY
Any risk arising out of use or performance of the Services or information, materials, software, calculators or other items related thereto remains entirely with you. Under no circumstances will NCRB be liable for any damages whatsoever arising out of the use or performance of the Services or information, materials, software, calculators or other items related thereto, even if NCRB has been advised of the possibility of such damages. This limitation applies to all causes of action in the aggregate including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and any other tort. In the event the foregoing limitation of liability shall be for any reason held unenforceable or inapplicable, you agree that NCRB’s aggregate liability shall not exceed five hundred dollars ($500).
By accessing the Services or any Content, you, on your behalf and that of your employer (and that of any others who may claim by or through any of the foregoing), hereby waive all claims against NCRB for, and agree to indemnify and hold harmless NCRB from and against, any and all claims, or damages, fines, penalties, costs, expenses (including costs and attorneys’ fees) or other losses of any kind or nature (“Loss”) arising out of or in connection with your and your employees’ and representatives’ access to or use or disclosure of the Services or Content and your and your employees’ and representatives’ other acts or omissions arising out of or in connection with this Agreement, whether or not NCRB has been advised of the possibility of such Loss. You agree that you and your employer alone are responsible for your use of the Services.
NCRB may at its discretion and with or without notice suspend or terminate operation of the Services for maintenance, security, or other reasons. In addition, technical and other issues may make the Services unavailable from time to time. NCRB makes no commitment, warranty or guarantee that the Services will operate in a timely, uninterrupted or error-free manner, or that the Services will meet your purposes.
CHANGES TO THE SERVICES
NCRB may, in its sole discretion, change the Services at any time without prior notice to you.
TERMINATION AND SUSPENSION
In the event NCRB determines, in its sole discretion, that you have violated this Agreement, NCRB shall have the right to immediately terminate or suspend your access to and use of the Services without prior notice to you, and/or pursue any other remedies available to it under applicable law.
This Agreement, and the respective rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of North Carolina (excluding any conflict of laws provisions of the State of North Carolina that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding regarding the Services or any part of the Services shall be brought only in Wake County, North Carolina. Each of the parties consent to the exclusive personal jurisdiction and venue of the courts, state and federal, located in Raleigh, Wake County, North Carolina.
You shall not assign this Agreement or assign any of your rights or delegate any of your obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without NCRB’s prior written consent. Any such purported assignment or delegation without NCRB’s prior written consent will be null and void and of no force or effect.
It is understood that each party to this Agreement is an independent contractor, and that nothing herein shall be construed as creating a partnership, joint venture, agency, or employment relationship between you or your employer and NCRB. Neither you nor your employer shall have any right, power or authority, express or implied, to bind NCRB. Nothing in this Agreement is intended, nor shall be deemed, to confer any obligation to, or to confer any rights or any benefits on, any non-party.
This Agreement constitutes the entire agreement among NCRB and you and (if applicable) your employer with respect to the subject matter hereof, and all prior agreements, representations, statements and undertakings, whether oral or written, are hereby superseded and cancelled. Neither this Agreement nor any rights or obligations hereunder may be modified, amended, assigned or transferred by you or your employer without the prior written consent of NCRB. If any provision of this Agreement is held to be invalid or unenforceable by a court or other legal authority having jurisdiction over NCRB, such provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. Any failure by NCRB to act with respect to a breach by you or others does not waive NCRB’s right to act with respect to subsequent or similar breaches. The failure of NCRB to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. The section headings and subheadings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
UPDATES TO TERMS
Last updated: 11/24/2021