Just Economy Club Terms of Use

Effective Date: February 24, 2020

Members of the Just Economy Club hosted by NCRC agree that the following Terms of Use (TOU) apply to you and your Membership in the Just Economy Club. These Terms of Use may be modified by NCRC at any time. 

National Community Reinvestment Coalition will be referred to as “NCRC,” the “Club,” “Just Economy Club,” or “We” and “Us.” Members will be referred to as “Member(s)” or “You.”

MEMBERSHIP

Membership payments

Resident Members pay a pro-rated fee for the remaining days of the current month when they join, followed by automatic monthly payments paid in advance by credit card on the first day of each month.

Private Office Resident Member Deposit: Resident Members with private offices must pay two month’s membership fee (“Member Deposit”) to cover any unpaid fees at the end of the membership. 

 Where applicable, Membership Deposits will be returned within 30 days of the member’s cancellation effective date of the Membership Agreement provided 1) member has no outstanding balance to NCRC, 2) member provided at least thirty (30) days’ notice of cancellation of the Membership Agreement, and 3) Member has returned all NCRC property, including, but not limited to, keys to offices and fobs for building access. If a member fails to meet any of the requirements within 30 days of the member’s cancellation of the Membership Agreement, member will forfeit the Member Deposit. 

Billing and Payment: All members are required to pay in full the cost of membership on or prior to the first day of the month. The cost of membership may be prorated for new resident members joining in the middle of the month. The member is billed monthly in advance based on their membership plan. Also included are any variable charges such as add-on fees. Payment is required on the first of the month for that period. Payments received after the 10th​ of the month shall be subject to a $25 late fee regardless of membership level. Payments more than 30 days late will result in a suspension or cancellation of the membership until the account is paid in full. Payment for drop-in usage must be paid in advance or on the day of use.

Membership Options, Services and Fees: Current fees and benefits for membership, meeting rooms and other add-on services are shown and selected by members in the member mobile app and may be updated at any time.

Membership Terms

  1. Term. The Membership Agreement will be effective when e-signed by the member (“Effective Date”), provided that the Club has no obligations to provide you with the Services until the later of (i) the date on which payment of your Membership Fee has been received by us or (ii) the preferred start date as indicated in the Membership Agreement online signup form. Unless otherwise set forth in the Agreement, membership and monthly membership payments shall continue on a month-to-month basis, subject to the Termination Notice Periods (defined below). The default term shall commence on the Start Date and end one (1) month after the Start Date. The Membership Agreement will continue until terminated in accordance with this Agreement.
  2. Cancellation Prior to Start Date by You. You may cancel this Agreement prior to the Start Date upon delivery of notice to us via email to club@ncrc.org. If you terminate more than one (1) full calendar month prior to your Start Date, you may be entitled to a refund of your Member Deposit, less any applicable charges, expenses or deductions. If you terminate less than one (1) full calendar month prior to your Start Date, you will be entitled to a refund of your Member Deposit minus 25% to be retained by NCRC as an administrative fee. 
  3. Move In / Move Out. If the start date is a regular business day, you will be entitled to move into the reserved space no earlier than 11:00 a.m. on the start date, provided you have complied with the payment obligations described in Section 5(a). If the start date is not a regular business day, you will be entitled to move into the Office space no earlier than 11:00 a.m. on the first regular business day after the start date. On the last regular business day of the termination date, you must vacate the reserved space by no later than 4:00 p.m. 
  4. Termination by You. You may terminate the Membership Agreement by sending a written notice of cancellation via email to club@ncrc.org at least 30 days prior to the beginning of the month in which you intend to terminate the Agreement. The applicable termination notice period shall be at least 30 days prior to the next automatic renewal and payment date of your membership or consistent with your Membership Agreement. Other than for private office deposits, there are no refunds for unused services or membership benefits upon cancellation. If you terminate the Agreement prior to the end of your agreement or without sufficient notice, your Membership fee obligations shall become immediately due. In addition to any rights, claims and remedies we choose to pursue in our discretion, your Member Deposit shall be forfeited immediately as a result of your breach. Notice must be provided during regular business hours. 
  5. Termination or Suspension by Us. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any affiliated Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions of the Terms of Use, or any other policies or instructions provided by us or applicable to you; or (v) at any other time, when we, in our sole discretion, see fit to do so. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement. 
  6. Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of your, your Members’, and your or their guests’ property from the office space and Club premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the office space or Club premises after the termination or expiration of the Agreement and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling or disposal of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. We shall have no implied obligations as a bailee or custodian, and you hereby indemnify us and agree to keep us indemnified in respect of any claims of any third parties in respect of such property. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us.

Member Identification

You consent to our non-exclusive, non-transferable use of your Member name and/or logo in connection with identifying you as a Member of the Just Economy Club, alongside those of other members, on a public-facing “Membership” display on our website, as well as in video and other marketing materials. You warrant that your logo does not infringe upon the rights of any third party and that you have full authority to provide this consent. You may terminate this consent at any time upon thirty (30) days’ prior notice. 

You are responsible for ensuring your Members comply with all terms of use, rules, policies and/or procedures that are specific to a Premises used by you, and agree that in the event of any penalty or fine resulting from the breach of any such rules, policies and/or procedures, you will be responsible for paying such penalty or fine. 

Use of Services

You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any NCRC server (NCRC’s web hosting service), or the network(s) connected to any NCRC server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any NCRC server or to any of the Services.

Club Guidelines

In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to other members, their guests or the property of the foregoing, or to our employees’ personal property. If you have questions about the guidelines, please send an e-mail to club@ncrc.org.

No Political Campaigning

You will not use the Services to engage in political campaigning of any sort. Using the Services or being on the premises of the Just Economy Club and engaging in any activity that supports a political candidate, including phone banking, drafting campaign materials, or using Services to communicate campaign materials is prohibited.

Policies & Procedures

You acknowledge and agree that:

  1. keys, fobs and other such items used to gain physical access to the Premises, or the Office space remain our property. Lost keys and fobs will be replaced at a cost of $35.00. You will cause your Members to safeguard our property and you shall promptly notify us and be liable for replacement fees should any such property be lost, stolen or destroyed; 
  2. you shall promptly notify us of any change to your contact and/or payment information; 
  3. we will provide notice to you of any changes to fees, significant service changes or other updates via email. It is your responsibility to read such emails and notify others in your Member groups.
  4. carts, dollies and other freight items which may be made available may not be used in the passenger elevator except at our discretion; 
  5. for security reasons, we may, but have no obligation to, regularly record certain areas in the Club premises via video; 
  6. you shall be solely and fully responsible for ensuring that alcohol is consumed responsibly by your individual Members and that no alcohol is consumed by any of your Members or guests who is younger than the legal age for consuming alcohol in the applicable jurisdiction; 
  7. common spaces, such as the receptions area, kitchen, and lounge, are to be enjoyed by all our member companies, members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work; 
  8. you will use the Club reservation app prior to hosting any event at the Premises; 
  9. you will be responsible for any damage to your Office space other than normal wear and tear; 
  10. you will be responsible for replacement fees for any item(s) provided to you by us for temporary use should any such property be lost, stolen or destroyed;

When participating in or using the Services, you will not

  1. give your key or access fob to anyone else or allow non-Members use of the space at any time unless non-members’ presence is within Member’s Services, such as use of a conference room for a meeting. 
  2. defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others; 
  3. publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through NCRC Services; 
  4. upload, or otherwise make available or use, files that contain materials, images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same; 
  5. upload files that contain viruses, Trojan Horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another; 
  6. download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner; 
  7. restrict or inhibit any other user from using and enjoying the Services; 
  8. violate any code of conduct or other guidelines which may be applicable for any particular service; 
  9. violate any applicable laws or regulations; 
  10. access restricted floors or areas of the Building at any time. 
  11. film within the Club space without completing all required paperwork and receiving express written consent from NCRC; 
  12. use the office or desk space in a retail, medical, or other capacity involving frequent visits by members of the public, as a residential or living space, or for any exclusively non-business purpose; 
  13. sell, manufacture or distribute any controlled substance, including alcoholic beverages, from the Club space, or obtain a license for such sale, manufacture, importation, or distribution using the Club address
  14. use our mail and deliveries services for fraudulent or unlawful purposes, and we shall not be liable for any such use; 
  15. store significant amounts of currency or other valuable goods or commodities in the office space that are not commonly kept in commercial offices; in the event that you do so, we will not be liable for any such loss; 
  16. Allow any guest(s) to enter the building without registering such guest(s) and performing any additional required steps according to our policies; 
  17. Operate any equipment within the Premises that has a higher heat output or electrical consumption than in a typical personal office environment, or places excessive strain on our electrical, IT, HVAC or structural systems, with such determination to be made in our sole discretion, without our prior approval; or 
  18. Bring any weapons of any kind, or any other offensive, dangerous, hazardous, inflammable or explosive materials into the office space, club premises or the Building at 740-15th Street, NW, Washington, DC. 

Conference Rooms and Workspaces

The meeting rooms, including conference rooms and phone rooms, can be used by any member. This is based on reasonable usage by each member and in accordance with the member’s membership level for the conference rooms and are on a space-available basis. Reservations must be made through NCRC’s online booking platform for the conference rooms. Members are required to pay additional fees indicated in the member mobile app for conference room usage over and above the allotted hours per month. 

Member Access and Check-in

Members have access to reserved meeting rooms, shared and reserved workspaces and lounge seating during regular business hours, Monday – Friday 9 am – 5 pm.

Members with private offices have access to their offices 24×7.

Lounge seating is unreserved and available on a first-come basis.

Members with reserved desks and private offices have direct access to the building and elevators. All others need to sign in with building security in the lobby, and then proceed to the third floor for check-in via the Club mobile app.

 

Mail

Subject to availability and for an additional fee, depending on your membership plan, you may elect to receive mail and packages at the Club. If you have done so, we will accept mail and deliveries on your behalf during regular business hours on regular business days. We have no obligation to store such mail or packages for more than thirty (30) days of our receipt or if we receive mail or packages after you terminate your membership. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages.

Security

For security purposes, we may regularly record via video certain areas of our locations. You may be required to present a valid, government-issued photo identification in order to gain access to our locations. The private office membership grants the member an office with a lock on the door.

Property

We are not responsible for any property you may leave behind in the Club. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving and safeguarded, then when you are on the premises.

Damage

You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our premises and items therein caused by you or your guests.

 

Shared Space

Our work, meeting and virtual spaces are shared resources. That means members share responsibilities. Use the club space and drop-in convenience. But don’t abuse it. Look after it.

Keep in mind our approach:

  • Self-service: Use the member mobile app to make reservations and update your plan or account details. If you reserve a workspace or meeting room, make sure you end your use on time and leave the space the way you found it, ready for the next user. 
  • Keep it clean: If you make a mess, clean it up. Don’t leave dirty dishes in the sink or a mess at your desk. Clean up spills. Be respectful online and in person. We’ve got a code of conduct.
  • Seek and Solve: Use the member app to network with other members and exchange ideas. If you need help, or have questions about your membership, events, workspace or any other concerns, contact: club@ncrc.org

 

Our Reserved Rights. 

We are entitled to access your workspace, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furnishings contained in or around your workspace. We reserve the right to alter or relocate your workspace, provided that we will not do so in a manner that substantially decreases the square footage of your assigned workspace or related amenities. We may also modify or reduce the list of Services or furnishings provided for your workspace at any time. The Services may be provided by us, an affiliate or a third party. 

Confidentiality

You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed, or that you discover, by NCRC or any Member, participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, Services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of NCRC, any analyses, compilations, studies or other documents prepared by NCRC or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or has reason to know should be treated as confidential. Your participation in and/or use of the Services obligates you to: 

  1. maintain all Confidential Information in strict confidence; 
  2. not to disclose Confidential Information to any third parties; and 
  3. not to use the Confidential Information in any way directly or indirectly detrimental to NCRC or any participant or user of the Services. 

All Confidential Information remains the sole and exclusive property of NCRC or the respective disclosing party. You acknowledge and agree that nothing in this TOU or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of NCRC or any participant or user of the Services. 

Common Areas

Common spaces may be accessed by you and your guests in the time immediately prior to and following your reserved time in the location. They are for temporary use and not as a place for continuous, everyday work.

The occupancy permitted under this agreement shall not constitute or be deemed to create a landlord/tenant relationship between Owner and you. Nothing in this agreement or otherwise shall be construed to create privity of estate or contract between NCRC and any member.

Nature of these Terms

Notwithstanding anything in these terms of service to the contrary, these terms of service in no way shall be construed as to grant you any title, lease, easement, lien, possession or related rights in our business, our locations or anything contained in our locations. This agreement creates no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. Neither party will in any way misrepresent our relationship.

LIMITATIONS OF LIABILITY

We are not liable for the actions of our members. We do not control and are not responsible for the actions of users of our Services. We also do not and have no obligation to screen, edit, or review member content submissions to the member mobile app. You should be aware that other users may not be who they claim to be. We do not perform background checks on our users nor do we guarantee that our users’ profiles are accurate. User submissions may be misleading, deceptive, or erroneous, and you acknowledge and agree that any use by you of any submission is at your own risk. We do not endorse, support or verify the facts, opinions or recommendations of our users.

Limitation of Liability

We will not be liable to you for any indirect, special, incidental, exemplary, punitive or consequential damages and any loss of profits, revenue or data, even if advised of the possibility of such damages and regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise. To the extent permitted by law, our total liability for any loss whether in contract, tort (including negligence), breach of statutory duty or otherwise, including for any breach of implied warranties or conditions, is limited to the amount you paid us to use the services to which the loss relates.

For the avoidance of doubt, nothing in these terms and conditions will exclude our liability for (i) death or personal injury caused by our negligence (ii) fraud or fraudulent misrepresentation or (iii) any breach of any implied terms which cannot lawfully be excluded.

Disclaimer of warranties and implied terms

To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to our services, including warranties, terms or representations as to the availability, operation, performance and/or use of our services, or any other materials on or accessed via our services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing or course of performance.

 

Exclusions

In the event any exclusion or limitation is not legally recognized, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.

 

INDEMNIFICATION

You agree to hold us harmless

You agree to indemnify and hold harmless us, our officers, directors, employees, agents, representatives and affiliates, and our third party providers and partners (including the owners of the locations for our locations), from any claims, damages, losses, costs, reasonable attorneys’ fees or other expenses that arise directly or indirectly out of or from your violation of the terms of service, your use of our services, or any information, content or materials contained, displayed or available therein, by you or any other person accessing them under your authorized access methods, your violation of the rights of any third party or your submissions, except in each case to the extent any of the foregoing arises directly out of our gross negligence or willful misconduct.

You agree to cooperate with us

From time to time, we may investigate any actual, alleged or potential violations of these terms of service. You agree to cooperate fully in any of these inquiries. You waive any and all rights against us, our officers, directors, employees, agents, representatives and affiliates, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.

 

INFORMATION TECHNOLOGY

Network Connection. NCRC provides shared Internet access to Members via a wireless network connection. 

Mobile Devices

You and your Members’ computers, tablets, mobile devices and other electronic equipment must be (a) kept up-to-date with the latest software updates provided by the software vendor and (b) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; and 

In order to utilize all the functionalities offered by us, it may be necessary to install software onto a Member’s computer, tablet, mobile device or other electronic equipment. In addition, a Member may request that we troubleshoot problems a Member may have with respect to printing, accessing the network connection or other issues. If we provide such services, we will not be responsible for any damage to your equipment.

Copying

Paper=Trees. We discourage paper use. A non-networked low volume printer is available for occasional member use. Copying services for private offices may be available pursuant to the Membership terms.

Phones

Bring your own mobile phone. We do not provide phones or phone service for members. For private offices and reserved desks we can assist with setup and installation of VOIP landlines – but members are responsible for billing and support issues. 

 

GENERAL PRIVACY NOTICE

 

We may transfer the personal information collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third party services providers and our affiliates for the foregoing purposes.

We do not sell your personal data.

ADDITIONAL AGREEMENTS

Dispute Resolution These terms of service and any dispute arising out of these terms (including any non-contractual disputes) will be governed by and interpreted according to the laws of the District of Columbia, without giving effect to its principles or rules of conflict of laws.

If you are US Based, any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought by either party is less than $10,000 shall be resolved via binding arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, where the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Any claim which is not subject to arbitration pursuant to the foregoing paragraph shall be adjudicated exclusively in the courts located in the DC Supreme Court and in the federal courts of the District of Columbia.

 

Severability. In the event that any provision or portion of this TOU is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions of this TOU shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by the law of the District of Columbia. 

Insurance. NCRC carries Liability and Business Personal Property insurance for NCRC’s own property in the space. As a user, it is strongly suggested that you carry a renters’ insurance policy. You are required to carry appropriate insurance such as a general business liability policy to cover your own equipment and usage of the space. ​NCRC is not responsible for theft of or damage to any of your personal property for any reason.​ It is strongly recommended that you use cable lock systems on any electronic device and use the locking file cabinet for storage if one is included in your membership plan. Other members may pack in/pack out items each day. 

Consent for Photography/Video Consent for Media Release & Promotional Use. Member hereby grants permission to NCRC, its employees, interns, or representatives to take and use photography/digital images, videotape, recorded audio or quoted remarks of Member for use by NCRC in promotional or educational materials. Any videotape with audio or any recorded audio will not be used without the Member’s written permission. Any of these materials might be distributed on via such means as the following, but are not limited to, electronic publications, printed publications, the NCRC or Just Economy Club Web site, Facebook page, Twitter account or other electronic or print communications. Member further agrees that his/her name and identity may be revealed in descriptive text or commentary in connection with the image(s) published. Member also agrees that the media may contact member regarding his/her involvement the Just Economy Club or with NCRC. Member authorizes the use of these materials indefinitely without compensation. All prints, digital reproductions, video, and audio recordings shall be the property of NCRC. 

Brokers. You hereby represent and warrant that you have not used a broker or realtor in connection with the membership transaction covered by this Agreement. You hereby indemnify and hold us harmless against any claims arising from the breach of any warranty or representation of this paragraph.

No Pets or Bikes. Pets and bikes are not permitted in any NCRC space at any time, unless a bike room space is rented at $20 per month. Certified service animals are permitted.

 No Smoking. All NCRC spaces and buildings are non-smoking. You must exit the building to smoke. Please do not smoke directly in front of the entrance to any building. 

Form of Agreement. Member’s acknowledgement and agreement to this Member Agreement may be accomplished electronically or by hand-written signature. 

Alterations

You may not make any structural or nonstructural alterations or installations (including, but not limited to, wall attachments, furniture, IT equipment, and/or glass paneling) in the Office space or elsewhere in the Premises without prior approval by us. In the event that any alterations or installations are made, you shall be responsible for the full cost and expense of the alteration or installation and, prior to the termination of this Agreement, the removal of such items and the restoration necessitated by any such alterations, and we shall deduct any such costs not otherwise paid by you from the Service Retainer. In no event are you permitted to perform any of these actions. Only a member of our facilities staff is entitled to perform an alteration, installation, removal or restoration. Reach out to a member of the Club management team for more information

Waiver of Claims 

To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, ”NCRC”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet, except to the extent caused by the gross negligence, willful misconduct or fraud of NCRC . 

Other Members. 

We do not control and are not responsible for the actions of other Members, or any other third parties. If a dispute arises between Members, or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party. 

Subordination. This Agreement is subject and subordinate to NCRC’s lease and building ownership agreements. 

Extraordinary Events. NCRC will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond NCRC’s reasonable control, such as power outages or closures due to inclement weather or emergencies.

Survival. Any payments that remain outstanding, and all other provisions of the Membership Agreement that are reasonably expected to survive the termination or expiration of the Membership Agreement will do so. 

Notices. Any and all notices under this Agreement will be given via email. All notices will be sent via email to the email addresses specified in the Membership Agreement, except as otherwise provided in this Agreement. 

No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent. 

Sanctions. You hereby represent and warrant that (i) during the term of this Agreement you and your Members will comply with all applicable U.S. and non-U.S. economic sanctions and export control laws and regulations, including but not limited to the economic sanctions regulations implemented under statutory authority and/or Executive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (31 C.F.R. Part 500 et seq.), the U.S. Commerce Department’s Export Administration Regulations (15 C.F.R. Part 730 et seq.), the economic sanctions rules and regulations of the European Council, United Kingdom, and EU Member States, and EU’s Dual-use Regulation 428/2009 (collectively, “Trade Control Laws”); (ii) neither you nor any of your Members, subsidiaries or affiliates, nor directors or officers is (a) a citizen or resident of, an entity organized under the laws of, or otherwise located in, a country subject to comprehensive territorial sanctions maintained by OFAC (hereinafter referred to as “Sanctioned Countries”), (b) identified on U.S. Government restricted party lists including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by OFAC; the Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department Bureau of Industry and Security; or the List of Statutorily Debarred Parties maintained by the U.S. State Department Directorate of Defense Trade Controls, (c) a listed person or entity on the Consolidated List of persons and entities subject to asset-freezing measures or other sanctions maintained by the European Union, and by the Member States of the European Union, or (d) a person or entity subject to asset-freezing measures or other sanctions maintained by the United Kingdom’s HM Treasury (collectively referred to herein as “Restricted Parties”); (iii) neither you nor any of your Members, subsidiaries and/or affiliates are 50% or more owned, individually or in the aggregate, directly or indirectly by one or more Restricted Parties or otherwise controlled by Restricted Parties; (iv) less than 10% of your total annual revenues are, and will continue to be for the duration of the Agreement, generated from activities involving, directly or indirectly, one or more of the Sanctioned Countries; and (v) neither you nor any of your Members will, at any time during the Term, engage in any activity under this Agreement, including the use of Services that violates applicable Trade Control Laws or causes NCRC to be in violation of Trade Control Laws. 

Anti-Money Laundering. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations in accordance with all laws that prohibit commercial or public bribery and money laundering (the “AntiMoney Laundering Laws”), and that all funds which you will use to comply with your payments obligations under this Agreement will be derived from legal sources, pursuant to the provisions of AntiMoney Laundering Laws. You will provide us with all information and documents that we from time to time may request in order to comply with all AntiMoney Laundering Laws. 

Anti-Corruption Laws. Neither you nor any of your Members, your directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) may, directly or indirectly, offer, pay, give, promise, or authorize the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, or(B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, or (3) securing an improper advantage. For purposes this section, “Government Official” means any officer, employee or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office. 

Compliance with Laws. You hereby represent and warrant that at all times you and your Members have conducted and will conduct your operations ethically and in accordance with all applicable laws. 

Entire Agreement. The Membership Agreement constitutes the entire agreement between the parties relating to the subject matter of Membership and use of the Services in accordance with modifications to the TOU and Club policies and procedures.

 CONTACTING US

If you have any questions relating to these terms of service, please contact us at club@ncrc.org.