Terms of Use

Last Updated: February 24, 2022

Agreement between User and the National Association of Stock Plan Professionals, Ltd (“NASPP”)

The use of NASPP.com is subject to the following terms, conditions and limitations (“Terms of Use”). Please read these Terms of Use carefully before accessing, using or downloading content from this website or any affiliated website (all pages owned or hosted by the NASPP and any affiliate websites are collectively referred to herein as the “Website”). By accessing, using or downloading content from the Website, you agree to follow and be bound by these Terms of Use and the terms of our Privacy Policy, which is incorporated by reference into these Terms of Use. We may update these Terms of Use from time to time in our sole discretion. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.

Certain features, products, or software that you use, purchase, or download through the Services may be subject to additional terms and conditions posted on the Website or presented to you at the time that you use, purchase, or download them. For example, our discussion forum and membership directory are governed by rules that are separate from these Terms of Use. If you participate in the discussion forum or use the membership directory, please review the applicable rules as well as our Privacy Policy. If special rules for a feature conflict with the Terms of Use, the special rules shall apply. These additional terms and conditions may be updated from time to time in our sole discretion.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are at least 18 years old, of legal age to form a binding contract with the Company and meet all of the eligibility requirements. If you do not meet all of these requirements, you must not access or use the  Website.

1. License Grant; Authorized Use. NASPP owns the Website and hereby grants to you a personal, limited, nonexclusive, nontransferable license to access and use the Website in compliance with and as authorized in these Terms of Use. NASPP reserves the right to bar any user’s access to the Website or terminate this license at any time for any reason. The NASPP reserves any and all rights not explicitly granted in these Terms of Use. If you become aware of any unauthorized use of your password or of your account, you agree to notify NASPP immediately at naspp@naspp.com. You agree to not share access to the Website with any unauthorized users. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the services. You may not use anyone else's account at any time without the permission of the Account Holder. YOU AGREE THAT ACCESS TO THE WEB SITE OR ITS CONTENT WILL BE LIMITED TO THE ACCOUNT HOLDER ONLY.. YOU AGREE FURTHER THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCES, ALLOW YOUR USER ID OR PASSWORD TO BE USED BY ANY OTHER PERSON. Note that this also applies to all products and services that are conditioned on the user being a subscriber to NASPP.com. You could be held liable for losses incurred by the NASPP or another party due to access by someone else using your account and/or password. For purposes of these Terms of Use, "Account Holder" means the identity of the person(s) that are provided to the NASPP as subscribers of the Website.

2. Liquidated Damages. YOU AGREE THAT, IN THE EVENT OF ANY VIOLATION OF THIS AGREEMENT, YOU WILL PAY $1,000 LIQUIDATED DAMAGES PER VIOLATION TO THE NASPP (e.g. if you email your ID and password to 25 people, your liquidated damages owed to us would equal $25,000).

3. Proprietary Rights. The contents of the Website includes, without limitation, (i) NASPP's trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identiﬁcation (collectively "NASPP Marks"); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, including podcasts, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the Website (the items identiﬁed in subsections (i) (ii) and (iii) shall be collectively referred to herein as "NASPP Content"). NASPP Content is the property of the NASPP, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected in all media now existing or hereafter developed, by law including, but not limited to, copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws, treaties, and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation, or dissemination of any NASPP Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from the NASPP. Any use of the NASPP Marks without NASPP's express written consent is strictly prohibited. You may not alter, delete, obscure, or conceal any copyright or other notices appearing in the NASPP Content, including any such notices appearing on any NASPP Content.

"Sample Documents" are the sole content of the Website that may be copied without permission. Rights to copy or share any Sample Documents on the Website with third parties terminate upon termination of membership.

4. International Use. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. NASPP makes no claims regarding access or use of the Website or NASPP content out of the United States. If you use or access the Website or NASPP content outside of the United States, you are responsible for compliance with the laws and regulations of your jurisdiction as well as these Terms of Use.

5. Term and Terminations. These Terms of Use are effective upon receipt of your user ID and password and shall continue until the end of the calendar year, unless renewed or terminated. The User Agreement shall automatically terminate upon the breach by you of any terms hereof. Upon termination, your user ID and password shall be disabled. The NASPP may also in its sole discretion and at any time discontinue providing access to NASPP.com or any affiliated sites, or any page or part thereof, without notice.

6. Limitation of Liability. None of the NASPP employees, consultants, contractors, directors, officers, or third-party content providers shall be liable for damages arising out of or in connection with the use of the Website.

This is a comprehensive limitation of liability and under no circumstances shall the NASPP or any party involved in creating, producing, distributing, or providing content for the Website be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use the Website, including but not limited to, damages due to: loss of data, income or profit; loss of or damage to property; claims of third parties; reliance by a user on information obtained from the Website or any linked site.

Except as set forth above, the NASPP's liability for damages is limited to the purchase price of the subscription. The NASPP makes no other warranties, express or implied. The NASPP is not responsible for any special, consequential, incidental or other damages for any reason.

IN NO EVENT SHALL NASPP AND/OR ITS RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR CONTRACTORS, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE INFORMATION CONTAINED HEREIN, OR PROVISION OF OR FAILURE TO PROVIDE SERVICES FROM THIS WEBSITE.

7. Governing Law. These Terms of Use shall be construed and governed in accordance with the law of the State of California. The sole venue for legal proceedings hereunder shall be Contra Costa County, California. The law is different from jurisdiction to jurisdiction, and even similar laws may be interpreted differently in different courts or in different places. If any disagreement or dispute arises regarding these Terms of Use or any rights or obligations conveyed hereunder, the disagreement shall be resolved, whenever possible, by meeting and conferring. If such efforts are unsuccessful, either you or NASPP shall seek a resolution via binding arbitration, to be conducted in Contra Costa County, California, in accordance with the then-prevailing rules of the American Arbitration Association. This arbitration requirement does not apply to requests for injunctive relief. The parties agree that either may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, the parties each waive any and all rights to a jury trial.

8. Severability. Should any term of these Terms of Use be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

9. No Waiver. The NASPP’s failure to enforce its rights hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights.

10. Copyright. All materials and information posted on the Website are copyrighted and intended for the use of subscribers to the Website. No portion of this site may be reproduced or transmitted in any way without express written permission from the NASPP, except for those circumstances described in Sections 3 and 12 of these Terms of Use. Any violations may face legal action.

Third Party Content posted on the Website are copyrighted by their authors and may be posted elsewhere or reproduced only with the explicit written permission of the copyright holder.

If you believe your work has been copied in a way that constitutes copyright infringement, please provide the following information to the NASPP Copyright Agent (contact information below):

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

For notice of claims of copyright or other intellectual property infringement:

By mail:

National Association of Stock Plan Professionals

P.O. Box 21639

Concord, CA 94521-0639

By email: NASPP Copyright Agent (naspp@naspp.com)

By Phone: (925) 685-9271

By Fax: (925) 930-9284

11. Trademark Notice. The names, trademarks, service marks and logos appearing on this Website are owned by the NASPP, and may not be used in any advertising or publicity, or other activities indicating the NASPP's sponsorship of or affiliation with any product or service, without the NASPP's prior express written permission.

12. No Legal Advice. The NASPP, and the providers of information that appears on the Website, attempt to provide accurate and authoritative information in regard to the subject matter covered. We hope to keep the information on the Website current, however we cannot guarantee that all the information on the Website is current, complete, updated or accurate. We do not undertake any obligation to update any of the information contained on the Website, nor do we make any representations or warranties regarding the accuracy of any information or content contained on this site or on sites to which this site links.

Access to the Website is licensed with the understanding that we are not giving legal, tax, accounting or other professional service. Users may not rely on information provided on the Website as a substitute for such advice or assistance.

13. Reproduction of Content. Other than printing discrete, searched articles for research purposes, no information on the Website may be reproduced in whole or in part without the express consent of the NASPP other than documents included on the website under "Sample Documents" which can be copied without permission (however they may not be republished without permission). Consent can be obtained from NASPP at naspp@naspp.com. You acknowledge and agree that your right to copy or to send to any other person, by e-mail or otherwise, any Sample Documents appearing on the website will terminate upon termination of these Terms of Use.

The Third Party Content posted on the Website is copyrighted by their respective authors and may be posted elsewhere or reproduced only with the explicit written permission of the copyright holder.

14. Views May Vary. The Website is owned by a professional organization supporting experts and practitioners in the field of equity compensation. The views expressed on the Website are not necessarily those of the NASPP or any affiliate.

15. You Should Validate Information. The information on the Website is provided solely for educational and informational purposes and should not be relied upon for any reason without first independently verifying the data. The Website and the information thereon related to legal, tax, or accounting matters is provided for your personal use and does not constitute professional advice. We do not review any information you provide us for legal accuracy or sufficiency, draw legal conclusions, provide opinions about your choices, or apply the law to the facts of your situation. If you need legal, tax or accounting advice for a specific problem, you should consult with a licensed professional. Neither the Website, nor any information provided by NASPP on the Website, is a substitute for advice from a qualified licensed to practice in an appropriate jurisdiction.

Your use of the Website does not create an attorney-client relationship between you and NASPP or any employee, contractor, consultant or representative of NASPP. NASPP is not a “Lawyer Referral Service.” NASPP does not endorse or recommend any attorney nor does it make any warranty as to the qualifications or competency of any attorney. Communications between you and NASPP may not be protected as privileged communications under the attorney-client privilege or work product doctrine.

We strive to keep our content accurate, current and up-to date. However, because the law changes rapidly, we cannot guarantee that all of the information on the Website is completely current. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. The Website does not include all information necessary to evaluate any actual or proposed transaction or dispute.

16. No Advertising. The Website is not intended to advertise any services, legal, tax, accounting or otherwise, to solicit clients or to provide legal or accounting advice. Materials on the Website and to which the Website link to are intended solely for general informational and educational purposes. These materials may be considered advertising in some states or other jurisdictions.

17. No Unlawful or Prohibited Use. You can only use our Website if our Terms of Use do not conflict with or violate the laws of your jurisdiction. The availability of our Website in your jurisdiction is not an invitation or offer by NASPP to access or use our Website. By using our Website, you accept sole responsibility that your use of or access to our Website does not violate any applicable laws in your jurisdiction. To enforce this provision, NASPP reserves the right to refuse membership, or suspend or terminate your account immediately and without prior notice at our sole discretion.

As an user of the Website, you expressly agree not to:

Create an account in another person’s or entity’s name, create more than one account, use another’s account or impersonate another person or entity;
Use the Website for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others;
Restrict or inhibit other users from using and enjoying the Website;
Hack, “scrape,” “harvest”, “stream catch” or “crawl” our website or services, whether directly or through intermediaries such as spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds, or an automated software tool, or manually on a mass basis, or otherwise access or attempt to access or collect any information NASPP has not intentionally made available to you on the Website via a purchased subscription. This includes, for example, information about other users of the Website and information about the offerings, products, services and promotions available on or through the Website;
Resell any NASPP content without prior express written consent from NASPP;
Circumvent or reverse engineer the Website or our systems or to gain unauthorized access to any areas of the Website or any other systems or networks connected to the Website, or to any of the services offered on or through the Website that are not intended for access by you, by hacking, password “mining,” or any other illegitimate means;
Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or our systems or networks, or any systems or networks connected to the Website, including by “flooding” the Website with requests;
Use the Website to gain competitive intelligence about us, our services or any product offered via the Website or to otherwise complete with us or our affiliates, or use information on the Website to create or sell a similar product, service or information;
Manipulate or forge identifiers to disguise the origin of any information posted on the Website or otherwise provided to us or our employees;
Use the Website to promote spamming, chain letters, or other unsolicited communications; or
Engage in tactics, or direct or encourage others, to attempt to bypass the Website or our systems to avoid complying with any of our applicable policies, including these Terms of Use, paying applicable fees, or complying with other contractual obligations, if any.

The following uses are specifically excluded or prohibited:

Use in connection with any legal matter that is frivolous, immaterial or illegal in nature, as determined by NASPP in our sole discretion;
Use in connection with any legal matter involving the laws of jurisdictions outside of the United States or its subdivisions; or
Use in connection with any legal matter that directly or indirectly involves NASPP or any of its affiliates, directors, agents, employees, or other NASPP service providers.

We reserve the right to suspend any user’s access to the Website and/or cancel the subscription of any user that violates these rules.

18. No Endorsement of Third-Party Content. We do not necessarily endorse, and are not responsible for, any third-party content that may be linked to or accessed through the Website. The Website may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of NASPP, and NASPP is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. NASPP is not responsible for webcasting or any other form of transmission received from any Linked Site. NASPP is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by NASPP of the Website or any association with its operators.

19. User Generated Content. The NASPP welcomes your views, comments, posts and other communications on the Website which may include discussion boards, blogs and other services that allow users to ask questions and provide feedback, comment or content ("User-Generated Content"). By contributing User-Generated Content to the Website or social media proﬁles, users understand and acknowledge that this information is available to the public and grant the NASPP a nonexclusive license to display, reproduce, transmit, modify such User-Generated Content and that the NASPP may use the User-Generated Content for internal and external marketing purposes. You are solely responsible for the User-Generated Content you submit. If you believe any User-Generated Content infringes on your proprietary rights, contact the NASPP's Copyright Agent as identiﬁed in these Terms of Use. The NASPP does not approve, endorse, or adopt any User-Generated Content, and the NASPP assumes no liability for any User-Generated Content submitted by you or others. You agree to indemnify the NASPP against all claims and liabilities resulting from User-Generated Content. Users who do not wish to have information they have made available via these sites used, published, copied and/or reprinted, should not post on the Website. Please note that other participants may use posted information beyond the control of the NASPP. All User-Generated Content is read at your own risk, and the NASPP recommends that you not rely on the information or advice in any of these postings.

The NASPP retains the right to remove any content for any reason, including but not limited to, content that it deems threatening, demeaning, profane, obscene, a violation of intellectual property rights or privacy laws, oﬀ-topic, commercial or promotion of organizations or programs, or otherwise injurious or illegal. The NASPP also retains the right to ban or block a user from posting on NASPP without notice for a pattern of inappropriate postings or as it deems necessary. All user content must comply with NASPP policies.

As a condition of your use of the Website, you warrant that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website. You may not obtain any materials or information through any means not intentionally made available through the Website, including bots or similar data gathering and extraction tools.

20. Entire Agreement; Termination. The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and NASPP regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. When these Terms of Use end, all of the legal rights, obligations, and liabilities that inured to either party or which are expressed to continue indefinitely, shall continue in effect, and shall continue to apply to such rights, obligations, and liabilities indefinitely.

If you have any questions or concerns regarding these Terms of Use or the Website, please contact us at naspp@naspp.com.

This Terms of Use is subject to amendment or modiﬁcation at any time.