Terms of Use

Updated April, 2019

These Terms of Use describe the terms and conditions under which you (sometimes referred to as “you” or “your”) and other users (referred to as a “user” or “users”) may access and use the website for the International City/County Management Association (“ICMA”) available at icma.org, including any mobile versions of the websites that you may access on a phone or tablet, and govern your other interactions with ICMA, including your access and use of any Content (as defined below), and/or other products, subscriptions, or services that are offered or provided to you by us (collectively, the “Sites”). In these Terms of Use, the words “we”, “our,” and “us” refer collectively to ICMA.

Please read these Terms of Use carefully. These Terms of Use also include our Privacy Policy, which is incorporated into, and made a part of, these Terms of Use.

THESE TERMS OF USE, ALONG WITH OUR PRIVACY POLICY, CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. BY ACCESSING OR USING OUR SITES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND ARE BOUND BY THE TERMS AND CONDITIONS IN THESE TERMS OF USE. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF USE, YOU MAY NOT USE OR OTHERWISE ACCESS THE SITES, POST OR DOWNLOAD CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SITES, OR MAKE ANY PURCHASE THROUGH THE SITES.

General Terms of Use.

We hereby grant you a limited, nonexclusive, non-assignable, nontransferable license to access and use the Sites solely for your own personal, non-commercial purposes of information gathering and dissemination and exchanging knowledge and information among local government professionals and with other participating organizations related to local government. All rights not otherwise expressly granted by these Terms of Use are reserved by us.

We may discontinue or alter any aspect of the Sites, remove Content from the Sites, restrict the time the Sites are available, or restrict the amount of use – all in our sole discretion and without prior notice or any liability to you and without liability to you or any third party.

Don’t Use the Sites for Any Prohibited Purpose.

You acknowledge and agree that you will not use the Sites or any of the features therein to post, transmit, display, publish, distribute, or otherwise exploit any material or content that (1) violates these Terms of Use; (2) infringes on the intellectual property or trade secret rights of others or violates the privacy or publicity or other personal rights of others; or (3) violates applicable laws, rules, and regulations, including without limitation, consumer protection, privacy, and trade laws and regulations.

You acknowledge and agree that by your use of the Sites, you expressly agree not to engage in, the following conduct: (1) the deletion or alteration of any Content on the Sites (except for your User Posting, as permitted in these Terms of Use); (2) any action that imposes an unreasonable or disproportionately large load or traffic on the Sites’ infrastructure; (3) the use of any data mining, robots, spiders, scraping, or other automated processes, means, or methods for the purposes of monitoring, copying, or data gathering or extraction; and/or (4) the use of any directory information to post or transmit any unsolicited advertising, promotional materials, junk mail, spam, chain letters, telephone calls or other solicitations. You further agree not to disrupt, overwhelm, attack, modify, reverse engineer, or interfere with the Sites or its associated software, hardware, and/or servers in any way, and you agree not to impede or interfere with others’ use of the Sites.

You agree that you will only use the Sites for lawful, non-commercial and personal use as expressly permitted by and subject to the restrictions contained in these Terms of Use. You may not copy, use, download, modify, frame, publish, transmit, retransmit, transfer, sell, license, reproduce, create derivative works from, distribute, perform, display, disseminate, rearrange, redistribute, alter, adapt, crop, resize, move, remove, delete, or in any way exploit or make commercial use of any of the Content on the Sites, in whole or in part, directly or indirectly, without the prior written consent of us and/or the owner thereof, except as expressly permitted by us on the Sites (e.g., sharing links to Content on social media or allowing downloads of Content for personal, off-line usage) or in these Terms of Use or as otherwise permitted under applicable law. Without limiting the foregoing and for the avoidance of doubt, you must abide by all additional copyright notices and other restrictions contained on the Sites.

The Functionality May Change Over Time.

We reserve the right, at our discretion, to add, modify, or remove the Sites, including the engagement features, in whole or in part, at any time and without prior notice to you.

You Are Responsible For All Activity Under Your Account.

Our Sites may provide you with the ability to create and use usernames and passwords for your account, including to access and use certain parts of the Sites or Content or to post User Posting. You agree that you are entirely responsible for maintaining the confidentiality of your usernames and passwords and are solely responsible and liable for all activities that occur under your account. If you are sharing a computer with anyone, we suggest you log out before leaving any of our Sites in order to protect from subsequent users from gaining access to your information. We also suggest you decline to have your Internet browser remember your password.

You are also responsible for keeping your account active. If you do not log in to your account for six (6) months or more from the date of the last log in, the account may be considered, in our sole discretion, inactive. Inactive accounts may be permanently removed without notice or liability to you or any third party.

The Sites Contain Content and Allows You to Post User Postings.

You acknowledge that the Sites may contain or provide access to information (including contact information), software, photos, pictures, images, logos, videos, movies, clips, text, graphics, music, sounds, sound recordings, musical works, compositions, files, names, phone numbers, email addresses, messages, links to your registration information or user profile, ratings, reviews, data, metadata or other material provided by us or third parties (including users of the Sites) (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or later developed. Unless otherwise specifically noted in these Terms of Use or on the Sites, images, trademarks, service marks, logos, and icons displayed on the Sites are our property (and/or our licensors’) and may not be used without our prior written consent. Any unauthorized use of the Sites or any Content, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws, and communications regulations and statutes.

Content that is posted or provided by users via the Sites, including questions, comments, blog posts, file uploads, document submission, and wiki contributions, (collectively, “User Postings”) is the intellectual property of the specific users of the Sites who post such User Posting. By your submission, posting or delivering of a User Posting to us, you hereby grant to us a transferable, nonexclusive, irrevocable, worldwide, perpetual, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense, transmit, print, and create derivative works and compilations incorporating your User Posting.

By posting any User Posting, you warrant and represent to us that: (1) you hold the property rights, including any copyrights, with respect to any statement, information, or other materials in such User Posting, or that you have obtained the necessary permission from the holder to post the User Posting; and (2) your User Posting does not contain any personally identifiable information about any third party in violation of such party’s rights; and (3) the use of any User Posting will not result in harm or personal injury to any third party.

We Don’t Monitor Everything, But We Reserve the Right to Remove Inappropriate Material.

We do not constantly monitor the Sites or any activity that may happen on our Sites. We do not undertake any responsibility or editorial control of postings of User Posting by users or other members from our community. We reserve the right to take immediate action without notice on any User Posting that is actually or potentially, in our sole opinion, inappropriate, offensive, illegal or harmful or violates these Terms of Use and to restrict, suspend, or exclude any individual from further use of our Sites or any features therein. We do not make any warranties or representations regarding any of the User Posting. We do not approve, endorse, sanction, encourage, verify or agree with any message, profile, or other User Postings posted by our users or otherwise embodied in the Content.

SOME AREAS OF THE SITES AND SOME CONTENT OR USER POSTINGS MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.

We are not and will not be liable for any Content or User Posting that may be offensive, indecent, vulgar, defamatory or otherwise objectionable.

“People With Expertise” Are Self-Identified.

Some features of our Sites allow users to identify themselves as having expertise in various local government topics, including in connection with any User Postings they may post. We are not responsible for assessing the qualification of people who self-identify as having expertise or any other information that user’s post on the Sites. We do not make any warranties or representations regarding any self-identifications of expertise and we do not approve, endorse, sanction, encourage, verify or agree with any such identifications or any message, profile, or other User Postings posted by any user who self-identifies as an expert. We reserve the right to remove a self-identified expert at our sole discretion.

Be Respectful. Your Postings Are Part Of Your Professional Reputation.

You are prohibited from posting any User Posting or acting in any way towards us or any other users that we determine in our sole discretion to be defamatory, fraudulent, deceptive, abusive, terrorizing, harassing, profane, threatening, offensive, obscene, hateful, sexually explicit or illegal statements, information, or materials. You are prohibited from using our Sites or any features on our Sites, to impersonate any person or to communicate under a false name or one you are not authorized to use.

Don’t Use The Sites To Promote Your Products Or Services Or For Commercial Purposes.

You agree to only use these Sites for information purposes only. We recognize that consultants and representatives of companies that offer services to local governments have knowledge to contribute to the community; however, overt promotion of products and services by users is prohibited. Commercial use or any other unauthorized use of the Sites and any features therein is strictly prohibited.

Copyright Notices – How to Notify Us of Infringing Material

It is our policy to respond to notices of alleged copyright infringement, in compliance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws. If you are a copyright owner or an agent thereof and believe that any User Posting or other Content on our Sites infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing our Copyright Agent with the following information in writing:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed;
Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and email address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our Copyright Agent for notice of claims of copyright infringement on our Sites can be reached at:

ICMA Attn: Irene Kaushansky

777 North Capitol Street, Suite 500

Washington, DC 20002

workwithus@icma.org

Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of the DMCA notice.

Please note that we will send any complete counter-notifications we receive to the person who submitted the original DMCA notice. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the removed materials. Until that time, your materials will remain removed. We will provide a copy of the original DMCA takedown notice upon request.

Counter-Notice

If you believe that the content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent or pursuant to the law, to post and use the content, you may send a counter-notice containing the following information to the Copyright Agent:

your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
your name, address, telephone number and e-mail address, a statement that you consent to the jurisdiction of the federal court in Dakota County, Minnesota and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the person providing such content, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

WARNING

In filing a DMCA notice or counter-notification, please make sure that you have complied with all of the above requirements. If we request additional information necessary to make your DMCA notice or counter-notification complete, please provide that information promptly. If you fail to comply with all of these requirements, your DMCA notice or counter-notification may not be processed further.

In addition, please make sure that all of the information you provide is accurate. UNDER SECTION 512(f) OF THE COPYRIGHT ACT, 17 U.S.C. § 512(f), ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.

We may disclose any communications concerning DMCA notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.

If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3) for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3) for more information.

Privacy Policy

We collect, store and use data obtained from you in accordance with our Privacy Policy, located at https://www.icma.org/privacypolicy. The terms and conditions of the Privacy Policy are hereby expressly incorporated into these Terms of Use.

Freedom of Information Act and Protection of Content

We are a private non-profit corporation and, unlike most government entities, are not subject to the Freedom of Information Act (“FOIA”) or similar public record disclosure laws. Please refer to the Privacy Policy and these Terms of Use for details about what information may be released. Note that we may be required to release information in certain cases, for example, when the information is subject to subpoena or court order.

Members should be aware that the Content (including User Postings) on the Sites may be released by third parties. For example, some of our users may be employed by government entities who may be subject to the Freedom of Information Act or other public record laws requiring disclosure of certain information. Emails and other information sent or received by such users may be required to be released pursuant to a FOIA request.

You acknowledge and agree that we do not promise or guarantee that any Content, including your User Postings, that are posted on the Sites, even if in “private “areas, will remain confidential, and that such Content, including your User Postings, may be released to third parties, including widely to the media. You should recall this possibility when posting to the Sites and take all precautions you deem necessary or reasonable to keep from posting confidential information or information that you would not wish to be released publicly. Furthermore, certain users may inadvertently disclose information exchanged by us or among other users without recalling that the information is intended to be private and not subject to release. We cannot protect against such a possibility and are not liable for any information that is disclosed by a user, what is done with that information, or for the user that discloses it.

Purchases, Memberships and/or Subscriptions.

We may allow our users to place Orders (defined below) for products, memberships, subscriptions, and/or services via the Sites or through our third party affiliates. “Order” means any order placed by a user for products, memberships, subscriptions, and/or services via the Sites that is accepted by us. In the event that you are a user placing an Order to purchase products, memberships, subscriptions, and/or services, you are subject to the additional terms and conditions of this Section with respect to your Order.

Pricing/Fees and Specifications

All prices are in U.S. currency. You are responsible for any and all sales, use, excise, VAT, withholding and other taxes, import duties and charges levied as a result of your Orders, as well as all costs of packing, storage, transportation, shipping, handling and insurance (collectively, “Additional Costs”). Product, memberships, subscription, and service pricing and specifications are subject to change without notice, except with respect to Orders previously accepted by us. We also reserve the right to adjust and communicate alternative pricing should an error be found in any Content on the Sites.

Limited and Exclusive Warranty

Any Orders are subject to a limited express warranty that the products, services, and subscriptions will reasonably operate in accordance with its product, service, memberships, or subscription documentation, if any. At our option, we will fix or repair any non-conforming products, services, and relevant portions of your memberships and subscriptions or refund the purchase price of the foregoing. This warranty does not apply upon (1) modification to any product, service, memberships, or subscription that were not made or specifically required or approved in writing by us prior to modification; (2) use of any product, service, memberships, or subscription with equipment or software not supplied or approved in writing by us; or (3) misuse or abuse of any product, service, memberships, or subscription. This paragraph (Limited and Exclusive Warranty) is your sole and exclusive remedy for any non-conformities of the products, services, memberships, and subscriptions.

PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF PRODUCTS WARRANTIES:

ALL PRODUCTS, SERVICES, MEMBERSHIPS, AND SUBSCRIPTIONS ORDERED BY YOU AND/OR PROVIDED BY US ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND YOUR USE OF ANY PRODUCTS, SERVICES, AND SUBSCRIPTIONS SHALL BE AT YOUR SOLE RISK. THE WARRANTY IN THIS SECTION (LIMITED AND EXCLUSIVE WARRANTY) IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, WHICH ARE DISCLAIMED IN THEIR ENTIRETY. STATEMENTS OUTSIDE THE TERMS OF YOUR ONLINE ORDER OR THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION STATEMENTS REGARDING APPLICATION, CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, ARE NOT WARRANTIES OR PROMISES BY US, AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. YOU EXPRESSLY AGREE THAT REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS OR THE REFUND OF THE RELATED PURCHASE PRICE, AT OUR OPTION, SHALL CONSTITUTE YOUR EXCLUSIVE REMEDY AND OUR EXCLUSIVE LIABILITY AS IT RELATES TO YOUR ONLINE ORDERS FOR ANY PRODUCTS, MEMBERSHIPS, SUBSCRIPTIONS, AND/OR SERVICES.

Limitations of Liability for Orders

PLEASE ALSO NOTE THE FOLLOWING IMPORTANT LIMITATION OF LIABILITY FOR ONLINE ORDERS:

NEITHER WE NOR OUR SUPPLIERS ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, OR OTHER DAMAGES RELATING IN ANY WAY TO ONLINE ORDERS OR PRODUCTS, MEMBERSHIPS, SUBSCRIPTIONS, AND SERVICES. IF WE ARE FOUND TO BE LIABLE DESPITE THE LIMITATIONS ABOVE, IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR DAMAGES OF ANY KIND UNDER ANY ONLINE ORDER EXCEEDING THE TOTAL AMOUNT PAID BY YOU FOR THE PRODUCTS, SUBSCRIPTIONS, MEMBERSHIPS, AND/OR SERVICES GIVING RISE TO SUCH LIABILITY.

Force Majeure

We shall not be liable for any delay or failure to deliver or provide access to any or all of the products, memberships, subscriptions, and services ordered via an Order, or for the failure to perform any obligation, if such delay or failure is caused by or if such performance is made impractical or commercially unreasonable by fire, hurricane, flood or other act of God, labor dispute or strike, terrorism, war or civil commotion, governmental action, equipment breakdown, failure of utilities (including the Internet), inability to obtain the necessary labor, materials or equipment required to manufacture the goods or provide the services, or any other cause beyond our reasonable control or that of our affiliates. In the event of the occurrence of any contingency described in this paragraph, the proposed delivery or obligation shall be extended for a period equal to the time lost by reason of such contingency.

We May Engage Corporate Sponsors and Provide Links to Other Websites.

We reserve the right to engage corporate sponsors to underwrite the cost of the Sites. Our general policy is to identify such sponsors, but, to the extent permitted by law, we may decline to do so in our sole discretion.

In addition, as a service to you and our other users, we may provide information about other resources that may be of interest. However, we are not responsible or liable for any content, advertising, products or other materials on or available from these sites or resources, and our presentation of any third party links or content is not intended to be an endorsement, sponsorship or recommendation by us. Please be aware that when you exit the Sites, you are subject to the policies of the new third party site or resource. You agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused in connection with your use of or your reliance on any of these third party’s presentations, content, goods or services made available through the third party site or resource.

Additional User Warranties

You hereby represent and warrant to us that you: (1) are over the age of majority in your jurisdiction or otherwise have the power and authority to enter into and perform your obligations under these Terms of Use, including, if you are below the age of 18, but between 13 and 18 years of age, you have the consent of a parent or guardian to access and use the Sites; (2) all information (including without limitation any registration information, and User Posting) provided by you is truthful, accurate and complete; and (3) you will comply with the terms and conditions of these Terms of Use and any other agreement to which you are subject and that is related to your use of the Sites or any part thereof.

Indemnity

As a condition of use of the Sites and any features therein, you agree to release us and our members, managers, officers, employees and agents, from any and all liability and obligations whatsoever in connection with or arising from your use of the Sites and the Content or any User Posting. If at any time you are not happy with the Sites or the Content/User Posting or object to any material within the Sites or the Content/User Posting, your sole remedy is to cease using them.

As a condition of use of the Sites and any features therein, you further agree to defend, indemnify and hold harmless us and our affiliates, officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with: (1) your access to or use of the Sites or any part thereof; (2) any User Posting you post via the Sites; (3) a breach or alleged breach by you of all or any portion of these Terms of Use; (4) infringement or misappropriation of any intellectual property or other rights by you of ours or any third party; or (5) any negligence, fraudulent activities or willful misconduct by you or any third party for whom you are responsible.

We have the right to control the defense of any claim and all negotiations for settlement or compromise, and you agree to fully cooperate with us in doing so.

Warranty Disclaimer and Limitations of Liability

WARRANTY DISCLAIMER

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE CONTENT AND FEATURES OF THE SITES ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT ANY SUCH FEATURES WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE FASHION, THAT DEFECTS WILL BE CORRECTED, THAT THE SITES OR THE SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE CONTENT OF THE SITES WILL MEET YOUR EXPECTATIONS. ANY CONTENT OR OTHER MATERIAL ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIALS.

LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SITES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM THE INABILITY TO ACCESS OR UTILIZE ANY PRODUCTS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SITES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Furthermore, you agree that:

(1) you will only sue us as an individual;

(2) you will not file or participate in a class action; and

(3) you hereby irrevocably and unconditionally waive any right you may have to a jury trial.

Additional legal considerations

This agreement is governed by and construed in accordance with the laws of the District of Columbia without giving effect to any principles of conflicts of laws. Jurisdiction for any claims arising under these Terms of Use shall exist exclusively with the state or federal courts in the District of Columbia.

These Terms of Use constitute the entire and only understanding between you and us. If any provision of these Terms of Use are unlawful, void, or unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity or enforceability of the remaining provisions. The section and paragraph headings are for convenience only and have no legal or contractual effect. The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. Those provisions outlined here that normally would survive after you cease using the Sites and Content will survive.

You agree that a breach of the terms of these Terms of Use would cause irreparable harm and significant injury to us, which would be, both, difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the right to enforce the provisions or terms of these Terms of Use by injunction (without necessity of posting bond), specific performance or other equitable relief without limitation to any other rights and remedies we may have.

The prevailing party will be entitled to reasonable fees of attorneys, accountants and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled in any action at law or in equity.

No joint venture, partnership, employment or agency relationship exists between you and us as a result of these Terms of Use or your use of the Sites or the Content.

Notices sent to you by us in connection with these Terms of Use will be delivered to you electronically or by written communication delivered by first class U.S. mail to your address on record in your account information. You may give notice to us by letter delivered by first class, postage prepaid U. S. mail or overnight courier to the following address:

ICMA Attn: Eva Travers

777 North Capitol Street, Suite 500

Washington, DC 20002

workwithus@icma.org

In the event that you purport to be the agent of, represent or otherwise act on behalf of an entity or any other person, references to “you,” “your” or users shall include such entity or person in addition to you, you represent and warrant that you are in fact an authorized representative of such entity or other person and have the authority to bind such entity or other person to these Terms of Use and your acceptance of these Terms of Use shall constitute acceptance on behalf of such entity or person.

Changes in these Terms of Use

We reserve the right to change these terms at any time. We will post the revised Terms of Use on the Sites and update the Effective Date to reflect the date of the changes. Your continued use of the Sites constitutes your acceptance of any such changes.