1.1 This User Agreement constitutes the agreement between NACM Commercial Services (“NACM”) and you as a user who accesses or establishes a connection (“user,” “you,” or “your”) to the website owned and controlled by NACM Commercial Services.

1.2 You must agree to abide by all of the provisions in this Agreement in order to remain an authorized user of the Site and your use of the Site constitutes your agreement to abide by those provisions. You are solely responsible for your use of the Site and for ensuring that your use complies fully with the provisions of this Agreement and with state and federal law.

1.3 NACM Commercial Services reserves the right, in its sole discretion, to change any or all of the provisions of this Agreement at any time. NACM Commercial Services will notify users of any changes by posting them on the Site or through other reasonable means of providing notice. Any changes to this Agreement will be effective immediately upon notice to you. Your use of the Site after notice of changes to this Agreement will be deemed your acceptance of the changes.

1.4 NACM Commercial Services reserves the right, in its sole discretion, to change, limit, or discontinue any aspect, content, or feature of the Site, as well as any aspect pertaining to the use of the Site.

1.5 IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT OR ARE NOT SATISFIED WITH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE.

2.1 All content provided by NACM Commercial Services on the Site is protected by copyright, trademark, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by NACM Commercial Services. The Site is protected by copyright, patent, trademark, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by NACM Commercial Services.

2.2 You will not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part, found on the Site. You will download copyrighted content solely for your personal use, but will make no other use of the content without the express written permission of NACM Commercial Services and the copyright owner. You will not make any changes to any content that you are permitted to download under this Agreement, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You agree that you do not acquire any ownership rights in any downloaded content.

2.3 Certain content found on the Site may be subject to additional terms, conditions, and notices as specified in Section 10 below.

3.1 YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER NACM Commercial Services, NOR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERUPTED OR ERROR FREE. NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENTS OF ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES FOUND ON THE SITE, ANY MERCHANDISE OR SERVICES PROVIDED THROUGH THE SITE, OR ANY LINKS TO OTHER SITES MADE AVAILABLE ON THE SITE.

3.2 THE SITE AND ALL CONTENT, MATERIAL, INFORMATION, POSTINGS, OR POSTING RESPONSES FOUND ON THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3.3 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL NACM Commercial Services (OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, ANY CONTENT, INFORMATION, MATERIAL, POSTINGS, OR POSTING RESPONSES ON THE SITE OR THE SITE ITSELF. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NACM Commercial Services (AND ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS), IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.

You agree to defend, indemnify and hold harmless NACM Commercial Services (and any of its parents, subsidiaries, affiliates, employees, agents, third party content providers, or licensors, and their respective directors, officers, employees, and agents) from and against all claims, liability, and expenses, including attorneys’ fees and legal fees and costs, arising out of your use of the Site or your breach of any provision of this Agreement. NACM Commercial Services reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim.

NACM Commercial Services reserves the right, in its sole discretion, at any time to charge fees for access to and use of the Site, or any portions of the Site. If NACM Commercial Services elects to charge fees, it will post notice on the Site of all provisions pertaining to fees and payments.

You will contact us by sending electronic mail to webmaster@nacmcs.org. We will contact you by sending electronic mail to the address you provide to us, or by posting a notice on the Site.

NACM Commercial Services may terminate this Agreement and your use of the Site at any time. NACM Commercial Services shall have the right immediately to terminate your use of the Site in the event of any conduct by you which NACM Commercial Services, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement.

This Agreement, your performance under it, and any disputes arising under it shall be governed exclusively by the laws of the United States of America and the State of Oregon, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction and venue of the Courts of the State of Oregon and the United States District Court for the District of Northwest in any and all actions, disputes, or controversies relating to this Agreement.

This Agreement and any posted rules on the Site established by NACM Commercial Services constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either NACM Commercial Services or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of NACM Commercial Service and its successors, trustees, and permitted assigns. NACM Commercial Service may assign this Agreement, or any of its rights or obligations under this Agreement, with or without notice to you.

Except as otherwise permitted by written agreement, the following are prohibited: copying substantial portions or the entirety of the work in machine readable form, making multiple printouts thereof, and other uses of the work inconsistent with U.S. and applicable foreign copyright and related laws.