Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE

These Terms of Use constitute the agreement between you and National DCP, LLC, (the “NDCP”) and these Terms of Use govern your use and participation in the NDCP Web Site (the “Site”). By using the Site, you indicate your agreement to these Terms of Use. DO NOT ACCESS, BROWSE OR USE THIS SITE IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS.

National DCP, LLC reserves the right, from time to time, with or without notice to you, to change these Terms of Use in its sole and absolute discretion. Please check these Terms of Use periodically for changes. YOUR CONTINUED USE OF THE SITE (OTHER THAN TO READ ANY REVISED TERMS OF USE FOR THE FIRST TIME) SIGNIFIES YOUR ACCEPTANCE OF ANY CHANGED TERMS.

ACCESS TO THIS SITE

This Site is intended for the internal use of the NDCP and its membership (each, a “Member”). The Site is hosted by the NDCP. The NDCP may alter, suspend, or discontinue this Site at any time for any reason without notice or cost. The Site may become unavailable due to maintenance or malfunction of computer equipment or other reasons.

You are allowed to access the Site strictly for the business purposes of the Member that employs you (“Member Employer”). You agree that you will only use the Site for the benefit of your Member Employer and that you are authorized to use the Site on behalf of that Member Employee. Specifically, you represent and warrant that: (i) you will use the Site solely for the legitimate business purposes of your Member Employer; (ii) you have the express consent of your Member Employer to place orders and otherwise transact business, obtain information and otherwise access and use the features and benefits of the Site, including bind your Member Employer to any corresponding payment or other obligations resulting from any transactions you engage in via the Site; (iii) you will keep strictly confidential and, except with respect to those employed by your Member Employer or the NDCP, will not disclose to anyone outside your Member Employer any Content (as defined below), documents, information, Access Credentials (as defined below), transaction data, technical, financial, strategic and other proprietary and confidential information relating to the NDCP, your Member, or any other Member that you may access, generate or be provided via the Site (“Confidential Information”); (iii) you will cease all use of the Site and the Access Credentials upon termination of your employment with your Member Employee..

ACCOUNT & ACCESS CREDENTIALS

IN ORDER TO ACCESS OR USE SOME FEATURES ON THE SITE, YOU MAY HAVE TO REGISTER OR OTHERWISE OBTAIN ACCESS CREDENTIALS, SUCH AS A USER ID, PASSWORD, ETC. (“ACCESS CREDENTIALS”) IF YOU ARE UNDER THE AGE OF EIGHTEEN (18), THEN YOU ARE NOT PERMITTED TO REGISTER AS A USER OR AUTHORIZED TO USE ANY ACCESS CREDENTIALS.

Whether in connection with registering, transacting business or otherwise, you agree that any information you submit through the Site will be true, accurate and complete and that you will update any such information where necessary. Typically, your Access Credentials will be provided to you by your Member Employer. These Access Credentials may be associated with an “Account” that is specific to you, or an “Account” that is generic to your Member Employer. Regardless, you are responsible for safeguarding and maintaining the confidentiality the Access Credentials you have been provided. You agree to contact the NDCP immediately if you become aware of any breach of security or unauthorized use of your or your Member Employer’s Account.

INTELLECTUAL PROPERTY

Unless otherwise noted, all materials on this Site including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the line (“Content”) and the trademarks, service marks, trade dress, logos and/or other intellectual properties contained therein are owned by or licensed to NDCP and/or its subsidiaries and affiliates, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.

Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any Content displayed on this Site, through the use of framing of otherwise, without the prior written permission of the NDCP or such third party that may own the trademark or copyright of material displayed on this Site. All rights not expressly granted are reserved.

Baskin-Robbins and Dunkin’ Donuts, are registered trademarks of Baskin-Robbins Incorporated and Dunkin’ Donuts Incorporated, respectively. Pepsi is a registered trademark of PepsiCo, Inc. Blue Cross/Blue Shield is a registered trademark of the Blue Cross and Blue Shield Association. All rights reserved.

USE LIMITATIONS

Subject to your full compliance with these terms, the NDCP authorizes you to use the Site. In certain instances, the NDCP may suggest, ask or otherwise permit you to download, install or print Content. In such a case, you may do so only in the manner authorized and for the legitimate business purposes of your Member Employer and agree to maintain all copyright, trademark and other intellectual property notices contained in such Content, and not modify, in whole or in part, the Content. You acknowledge that neither you nor your Member Employer acquire any ownership rights by downloading, installing or printing Content.

In all instances, the Site is not being sold to you; rather, you are being granted a limited and revocable license to use the Site. Furthermore, except as expressly permitted in these Terms of Use, you may not:

remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice the NDCP includes in or through the Site or Content;
circumvent, disable or otherwise interfere with the NDCP’s security-related features including, without limitation, any features that prevent or restrict the use of or copying of any software or other Content;
use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Site or Content for any purpose without the NDCP’s express written permission.
collect or harvest any personally identifiable information or non-personally identifiable information from the Site including, without limitation, user names, passwords, email addresses;
solicit other users to join or become members of any commercial online service or other organization without NDCP prior written approval;
attempt to or interfere with the proper working of the Site or impair, overburden, or disable the same;
decompile, reverse engineer, or disassemble any portion of any software or other Content, or the Site;
use network-monitoring software to determine architecture of or extract usage data from the Site;
encourage conduct that violates any local, state or federal law, either civil or criminal, or impersonate another user, person, or entity;
violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or
engage in any conduct that restricts or inhibits any other user from using the Site.

You agree to fully cooperate with the NDCP to investigate any suspected or actual activity that is in breach of these Terms of Use.

NO LEGAL SERVICES OR ATTORNEY-CLIENT RELATIONSHIP

The information contained in this Site is for general guidance on topics selected by the NDCP. Such information is typically provided on a blind-basis, without any knowledge as to the reader’s identity or specific circumstances. The application and impact of relevant laws will vary from jurisdiction to jurisdiction. There may also be delays, omissions or inaccuracies in information contained in this Site. The information on this Site is provided with the understanding that the NDCP’s and various authors’ and publishers’ providing of such information does not constitute the rendering of legal, accounting, tax, career or other professional advice or services. Information on this Site should not be relied upon or used as a substitute for consultation with professional advisors.

DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE NDCP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, BUT WITHOUT LIMITATION, THE NDCP MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INNACURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF NDCP’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMAITON AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (V) ANY VIRUSES OR OTHER HARMFUL COMPONENTS WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR ANY MATERIALS IN THE SITE. FURTHERMORE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR OTHER CORRECTION RESULTING FROM YOUR USE OF THE SITE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSING MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW.

You hereby irrevocably waive any claim against us with respect to information, content and materials contained on the Site, including without limitation, user-generated content.

RESPONSES TO ONLINE REQUESTS

From time to time, the NDCP may offer to provide information or materials via email or otherwise to interested persons. The NDCP reserves the right, in its absolute discretion, to reject any requests for such information or materials, or to discontinue the provision of such information or materials to any person, for any reason whatsoever.

LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE NDCP BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OR FOR LOST PROFITS OR LOSS OF USE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE MATERIALS AND/OR INFORMATION CONTAINED ON THE SITE, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SITE OR INFORMATION AVAILABLE ON THE SITE, EVEN IF NDCP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

JURISDICTION

Any action at law or in equity arising out of or relating to these Terms of Use or to the rights and obligations of users and the NDCP in connection with the Site, shall be governed by, and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law rules or provisions that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts. Venue properly lies in the state and federal courts located in the Commonwealth of Massachusetts and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action. NDCP makes no representation that information on this Site is appropriate or available for use in other locations. Those who choose to access this Site from outside the United States do so on their own initiative and are responsible for compliance with applicable local laws.

LINKS TO OTHER SITES

This Site may contain links to non-NDCP sites. These links are provided to you only as convenience. Such linked sites are not under the control of the NDCP and the NDCP is not responsible for the contents of any linked site, or any link contained in a linked site. The inclusion of any link does not imply endorsement by the NDCP of the site, and the NDCP shall have no responsibility for information that is referenced by or linked to this Site.

NDCP expressly disclaims any responsibility for the accuracy, completeness or availability of information, content and materials found on sites that link to or from the Site. NDCP cannot ensure that you will be satisfied with any products or services that you purchase from a third-party site that links to or from the Site, or any third-party information, content or materials contained on the Site, including without limitation user generated content. NDCP does not endorse any of the merchandise, nor has NDCP taken any steps to confirm the accuracy, completeness or reliability of, any of the information, content or materials contained on any third-party site.

NDCP does not make any representations or warranties as to the security of any information, content or materials (including without limitation credit card and other personal information) you might be requested to give to any third party on or through any such third party website, all of which will be governed by the applicable terms and conditions of use, privacy policies and other relevant agreements governing the use of such third party website. You hereby irrevocably waive any claim against us with respect to information content and materials contained on any third party sites, and any liability arising from or in connection with information, content or materials provided by you to such third party sites. NDCP strongly encourages you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.

USER CONTENT/SUBMISSIONS

You may now or in the future be allowed to post, upload, transmit through, or otherwise make available through the Site (collectively, “submit”) messages, contact information, text, illustrations, data, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials (“User Content”). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. The NDCP does not guarantee any confidentiality with respect to User Content even if it is not published on the Site. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and the NDCP does not accept any responsibility for the same.

You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.

Further:

You represent, warrant, and covenant that you will not submit any User Content that:
1. violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity;
2. impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable, or otherwise violates any applicable law;
3. encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
4. is an advertisement for goods or services or a solicitation of funds; or
5. contains a formula, instruction, or advice that could cause harm or injury; or

Moreover, any conduct by that in the NDCP’s sole discretion restricts or inhibits any other user from using or enjoying the Site will not be permitted.

By submitting User Content to or through the Site, simultaneously with such submission you automatically grant, or represent or warrant that the owner has expressly granted, to the NDCP a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as the NDCP, in its sole discretion, deems appropriate including, without limitation, (a) in connection with the NDCP’s business; and (b) in connection with the businesses of the NDCP’s affiliates, licensees, assignees, successors, parents, subsidiaries, and their related companies. The NDCP may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content for personal, non-commercial use as and to the extent permitted by the functionality of the Site and these Terms of Use. Notwithstanding the foregoing, you waive any and all claims you (or any copyright holder) may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the User Content.
By submitting User Content, you also grant the NDCP: (a) the right to use any contact information supplied in a manner consistent with the disclosed purpose for collecting the information, any terms displayed when the information is provided, and/or the terms of any Privacy Statement or Privacy Policy posted to or made available via the Site; and (b) a worldwide, perpetual, irrevocable, fully sublicensable, and transferable right, but not the obligation, to use any and all names, identities, titles, likenesses, distinctive appearances, physical likenesses, images, portraits, pictures, photographs (whether still or moving), screen personas, voices, vocal styles, statements, gestures, mannerisms, personalities, performance characteristics, biographical data, signatures, and any other indicia or imitations of identity or likeness listed, provided, referenced, or otherwise contained in the User Content (all attributes, collectively, per person, a “Persona”), including, without limitation, your name and geographical location (e.g., “A. Burson – Columbus, OH”), in any format, medium, or technology now known or later developed without further notice, approval, or compensation, unless prohibited by law, all in connection with operation of the Site or as otherwise disclosed.
The NDCP has the right, but not the obligation, to monitor User Content. It also has the right in its sole discretion and for any reason whatsoever to edit, refuse to post, remove, or disable access to any User Content.

INDEMNIFICATION

You agree to indemnify and hold harmless the NDCP and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies (collectively, the “NDCP Parties”) from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with: (i) your use of the Site; (ii) User Content provided by you or through use of your Account; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions. You agree to cooperate fully with the NDCP in the defense of any claim that is the subject of your obligations hereunder.

TERMINATION

These Terms of Use, including your right to use the Site, may be terminated as to you upon: (i) your permanent discontinuation of access and use of the Site; (ii) termination of your employment, for any reason, with your Member Employer; (iii) termination by the NDCP, which may be exercised at any time for any reason or no reason at all as determined in NDCP’s sole discretion, of your or your Member Employer’s Access Credentials or Account; or (iv) removal of the Site.

Upon termination of these Terms of Use as to you, you agree that you will no longer access or use the Site, including your and/or your Member Employer’s Access Credentials and Account. Notwithstanding termination of these Terms of Use, certain provisions in these Terms of Use which by their nature should survive termination of the Terms of Use (e.g., Confidentiality terms, Limitations on Liability, Jurisdiction terms, User Content terms, etc.) shall survive.

ADDITIONAL TERMS/MODIFICATIONS

The NDCP reserves the right in its sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Site or to modify these Terms of Use. In addition, the NDCP reserves the right to provide you with operating rules or additional terms that may govern your use of the Site generally, unique parts of the Site, or both (“Additional Terms”). To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Site or notification by email or other documentation. It is your responsibility to review the Terms of Use from time to time for any changes or Additional Terms. Your access and use of the Site following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately and permanently discontinue use of the Site.

GENERAL PROVISIONS

These Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the laws of the United States, without giving effect to any principles of conflicts of law. If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Terms of Use by us shall be deemed a further or continuing waiver of such provision or any other provision, and the NDCP’s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without the NDCP’s prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. The NDCP may assign these Terms of Use or any rights, and delegate any obligations, hereunder without your consent and without notice. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

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