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Terms of Service and Legal Disclaimer

Corporate Executive Board Website Terms of Service

(last revised October 27, 2009)

Welcome to this website operated by the Corporate Executive Board ("CEB," "we," or "us"). In exchange for access to this website ("Site") and other websites operated by CEB (collectively, the "CEB Sites"), users ("you") must agree to enter into a contract, called the Terms of Service, with CEB. Toolbox.com, a wholly owned subsidiary of CEB, is subject to its own Terms of Service, available here. The CEB Sites do not include those sites operated or owned by CEB, such as Toolbox.com, that are subject to their own Terms of Service.

Please read these Terms of Service carefully. This document is a legal contract, and by using the CEB Sites you − on behalf of yourself and your employer, if applicable − agree to its terms. If you do not agree to these Terms of Service, or if you have not been authorized to agree to these Terms of Service on behalf of your employer, you are not authorized to access the CEB Sites, and you must discontinue use of this Site immediately.Welcome to this website operated by the Corporate Executive Board ("CEB," "we," or "us"). In exchange for access to this website ("Site") and other websites operated by CEB (collectively, the "CEB Sites"), users ("you") must agree to enter into a contract, called the Terms of Service, with CEB.

1. General

CEB reserves the right to change these Terms of Service at any time at its sole discretion. The most current version of the Terms of Service can be accessed on the Site. You should check the Site from time to time to review the then current Terms of Service agreement because it is binding on you. Your continued use of the Site constitutes your acceptance of any changes to the Terms of Service.

You are required to comply with all applicable laws in connection with your access to and use of the CEB Sites, and such further limitations as may be set forth in any notice from CEB. As a condition of your access and use of the CEB Sites, you warrant that you will not use the Site for any purpose that is unlawful or prohibited by the Terms of Service.

2. User Conduct

You agree to use the CEB Sites in accordance with all applicable laws. As a condition of your access to the CEB Sites, you warrant that you will not use the CEB Sites for any purpose that is either unlawful or inconsistent with these Terms of Service. We may restrict, suspend, or terminate your access to the CEB Sites without notice to you if we believe that you have violated any law or these Terms of Service.

Without limiting the foregoing, you agree not to:

delete or revise any material or other information of any other user or CEB;
register for more than one user account, register for a user account on behalf of an individual other than yourself, or impersonate any other person or entity when registering for an account or otherwise using the CEB Sites;
harvest or otherwise collect information about others, including e-mail addresses, without their consent;
solicit CEB Sites’ members or guests to join outside sites or online sites or organizations; or
engage in any other conduct that restricts or inhibits any other person from using or enjoying the Site, or which, in the judgment of CEB, exposes CEB or any of its customers or suppliers to any liability or detriment of any type.

You further agree that you will only access the CEB Sites through the interfaces we provide and that you will not violate or attempt to violate the security of the CEB Sites, including, without limitation:

taking any action that could have the effect of damaging the CEB Sites or their security, or interfere with other users’ use of the CEB Sites, including by imposing an unreasonable or disproportionately large load on the CEB Sites’ infrastructure;
using any device, software or routine to interfere or attempt to interfere with the proper working of the CEB Sites or any activity being conducted on the CEB Sites other than through the search engine and search agents available from CEB and other generally available third-party providers (e.g., MSN, Google);
using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatar’s or intelligent agents) to navigate, search, or collect data from the CEB Sites other than the search engine and search agents available from CEB on the CEB Sites and other than generally available third-party web browsers (e.g., Microsoft Internet Explorer);
attempting to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the CEB Sites;
accessing data not intended for you or logging into a server or account that you are not authorized to access;
attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or
attempting to interfere with service to any user, host, or network.

Violations of system or network security may result in civil or criminal liability. In accordance with this Terms of Service agreement, CEB will investigate and work with law enforcement authorities to prosecute users who are involved in such violations.

3. Registration, Account Security, and Eligibility

Access to many portions of the CEB Sites (“Restricted Areas”) is restricted to members of the Corporate Executive Board (“Members”), to whom we issue usernames and passwords. If you are a Member but have not received a username or password, please contact us by clicking on the “Get a Username and Password” link that appears next to every “Log In” box, or by calling us at 1-866-913-2632. If you use an account belonging to a corporate Member, you warrant that you are an employee of the Member and that you are authorized by the Member to use the Member’s account.

You are not authorized to access any Restricted Areas unless you have received a password from us. In particular, you may not use another person’s password to access the CEB Sites, but you may access Restricted Areas using a password issued to your employer if your employer is a Member and has authorized you to use its password.

You are responsible for maintaining the confidentiality of your password, and you agree not to share your password with anyone or allow anyone to use your account. You also agree to take full responsibility for any activity that occurs through the use of your account. If you become aware that any other person has accessed your account or has obtained your password, you agree to notify us immediately. Even if you notify us, you will be responsible for any damage caused by the breach of security, both before and after the notification.

The CEB Sites contain business-related content that is neither intended nor appropriate for children. Accordingly, you may only register for or use the CEB Sites if you are over the age of eighteen.

4. Accuracy, Publication, and Use of Personal Information

Whenever we ask you to identify yourself, or for other personal information, you agree to provide truthful, accurate, current, and complete information, and to keep this information current and accurate throughout the time you remain a Member. You also represent and warrant that you have obtained all necessary consents, approvals and authorizations to provide the personal information to CEB, and that you are not violating any laws, rules or regulations or the rights of any individual or entity, by providing such personal information. You acknowledge and agree that by providing personal information in your profile, some information including your name, business or personal email address, job title, organization, organization’s physical address, direct telephone number, photograph, and biographical details may be available for viewing by other Members through CEB's services such as our Community Areas.. By agreeing to these Terms of Service you authorize us to make your information available in this way.

You also agree to respect the privacy of other users. If you obtain contact information for any other user through the CEB Sites, you agree to use that contact information only for legitimate business communications and that you will not use information obtained from the CEB Sites to send, cause to be sent, or assist in the transmission of, unsolicited commercial messages (known as “spam”) to any other users through any medium. You also agree not to provide contact information for other users obtained through the CEB Sites to any third party.

5. Privacy Policy

A separate document, the CEB Privacy Policy, explains our handling of the personal information we maintain about you. By using the CEB Sites, you indicate that you understand and agree to the information collection, use, and disclosure practices described in our Privacy Policy and any additional notices governing our online services, so you should review them before using the CEB Sites. If you have questions about our privacy practices, please contact us.

6. Interactive Services and User Content

Certain portions of the CEB Sites include interactive services, which permit Members to submit content for publication on the CEB Sites or to communicate with each other. If your account is used to submit, post, or add content to the CEB Sites or to contact another user (collectively, “User Submissions”), you agree to accept sole responsibility for those User Submissions, including the information, statements, facts, and material contained in any form or medium (e.g., text, audio, video, and photographic) therein.

When you provide any User Submission to us, you grant us, our affiliates, and our partners, a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable license to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish such User Submission, and subsequent versions thereof. You agree you will not attempt to enforce any so-called “moral rights” in your User Submission against us, our affiliates, and/or our partners. This license will apply to the distribution and the storage of your User Submission in any form, medium, or technology now known or later developed.

The CEB Sites provide a forum for business networking and interaction, and we require all users to behave with professionalism, respect, and in compliance with all applicable laws. By using the site, you agree that none of your User Submissions will:

infringe on the intellectual property, trade secret, privacy, publicity, or other rights of others;
contain false statements or misrepresentations that could damage CEB or any third party;
include obscene, libelous, defamatory, threatening, harassing, abusive, hateful, sexually explicit, sexually oriented, profane, or embarrassing material, as determined by CEB in its sole discretion;
be illegal or otherwise objectionable;
contain the private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers;
encourage or facilitate insider trading or anticompetitive behavior;
include commercial advertisements or solicitations; or
purport to or actually provide legal or professional advice.

Because the CEB Sites are available to the public, we cannot guarantee that any User Submissions, even those that you do not intentionally publish, will remain confidential, nor do we guarantee that User Submissions published in a Restricted Area will be available only to Members.

Although you are solely responsible for the content you provide and we do not have a policy of reviewing or monitoring all User Submissions, we reserve the right to pre-screen and/or monitor User Submissions. If we become aware of User Submissions that violate these Terms of Service or that we believe to be otherwise objectionable, we may reject or delete them, or take other action, without notice to you and in our sole discretion.

If you believe that any User Submissions appear to violate these Terms of Service, or if you believe any other user is engaged in illegal, harassing, or objectionable behavior, please contact us.

You acknowledge, consent and agree that CEB may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of CEB, its users and the public.

7. CEB Store Terms of Purchase

When you purchase a document from the CEB Store, CEB will send you an e-mail acknowledging the receipt of your order in addition to providing you with a link to download your purchased item. This link will only be available for 365 days. After the download period has expired, you understand that the item will no longer be available for download.

Documents available through the CEB Store rely upon data obtained from many sources, and although the Corporate Executive Board (“CEB”) works to ensure the accuracy of the information contained in its documents, it cannot guarantee the correctness of the information or analysis. CEB is not engaged in rendering legal, accounting, or other professional services. No documents obtained from the CEB should be construed as professional advice on any particular set of facts or circumstances. Purchasers requiring such services are advised to consult an appropriate professional. CEB is not responsible for any claims or losses that may arise either from errors or omissions in these documents made available through the CEB Store, whether caused by CEB or its sources, or reliance upon any recommendation by CEB.

Documents available on the CEB Store are owned by or licensed to CEB and protected by United States copyright law. Purchases made at the CEB Store entitle the purchaser to a non-exclusive, royalty-free, worldwide, revocable, non-transferable, and non-assignable license to use the downloaded for Purchaser’s non-commercial purposes only. All citation requests concerning downloaded documents should be directed to store@executiveboard.com. Purchaser’s failure to comply with the terms of this license will result in the termination of the foregoing license in its entirety, and Purchaser agrees to return this document to CEB.

To access the terms of service for storefront webinars please click here.

For questions in regards to the CEB Store, please contact us at store@executiveboard.com. A CEB Store Representative will respond to all questions and inquiries within 48 hours of receipt of an email.

8. Copyright

The entire contents of CEB Sites are subject to copyright protection under the laws of the United States and other countries. You acknowledge that misappropriation, misuse, or redistribution of content on the CEB Sites could cause irreparable harm to CEB or to third parties. Permission is granted to display, copy, distribute, and download the materials on the CEB Sites for internal business use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works of, transmit, sell or offer for resale, or in any way exploit any part of the CEB Sites without our express written permission. You also may not "mirror" any material contained on this Site on any other server without prior written permission from CEB.

9. Notice of Copyright Infringement

If you believe in good faith that your copyrighted work has been reproduced on or linked from the CEB Sites without authorization in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information:

identification of the copyrighted work claimed to have been infringed;
identification of the allegedly infringing material on the CEB Sites that is requested to be removed;
your name, address, and day time telephone number, and an e-mail address if available, so that we may contact you if necessary;
a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
a statement that the information in the notification is accurate, and under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.

Our copyright agent for notice of claims of infringement on the CEB Sites is:

This contact information is only for suspected copyright infringement. Contact information for other matters is provided elsewhere on the CEB Sites.

We may, in appropriate circumstances and at our sole discretion, disable and/or terminate the access privileges of those who repeatedly infringe on the copyright of others. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.

10. Trademarks

All rights in the product names, company names, trade names, logos, service marks, product packaging, and trade dress, whether or not appearing in large print or with the trademark symbol (collectively, the “Trademarks”) displayed on the CEB Sites belong exclusively to the Corporate Executive Board or their respective owners and are prohibited from imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of the Trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the CEB Sites confers on you any license or right under the Trademarks or any patent of CEB or any third party.

11. Limitations on Access to Content

In order to protect the content included on the CEB Sites, including within certain Restricted Areas, we may place limits on specific users’ access to our content. For example, in order to prevent unauthorized distribution, we may place a limit on the number of files a user can download from the CEB Sites. If you attempt to download more than the preset number of files, we may lock your account, preventing you from downloading any further content. We will notify you if your account is locked, and we will give you the opportunity to request that your account be unlocked by calling us at 571-303-3000 or by another method that we may establish.

In addition, in order to prevent unauthorized distribution, we may place technological restrictions on your use of content downloaded from the CEB Sites, including technology known as “digital rights management.” This technology may prevent you from transferring content between computers or redistributing it, and you agree that any technological restrictions we impose will govern your use of that content. However, your use of content distributed on the CEB Sites is subject to the restrictions on redistribution or reuse described above even if we choose not to impose technological restrictions to prevent your violation of these Terms of Service.

If you wish to make a use of our content that is not permitted by these Terms of Service or by any technological restrictions we impose, you may contact us to describe your proposed use and ask for permission to use the content in the proposed manner, but you may not attempt to reverse-engineer or avoid any technological restrictions that we impose. If we grant permission to use our content in a manner that is inconsistent with these Terms of Service or with any technological restriction we impose, we must do so in writing.

12. No Professional Advice

Any information supplied by any employee or agent of CEB, whether by telephone, e-mail, letter, facsimile, or other form of communication, is intended solely as general guidance on the use of the CEB Sites or other CEB services, and does not constitute legal, tax, medical, accounting, or other professional advice. In addition, the content provided on the CEB Sites, including User Submissions, is intended as general educational information, not specific professional advice. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any content including User Submissions. You further acknowledge and agree that you will not rely on any content available on or through the CEB Sites. Individual situations and state laws vary, and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions.

13. Dealings with Advertisers and Other Uses

Your correspondence or business dealings with, or participation in promotions of, advertisers or other users found on or through the CEB Sites, including payment for and delivery of related good or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that CEB shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third parties on the CEB Sites.

14. Links

We may, as a convenience to users, provide links to third-party content and other web sites on the CEB Sites. We do not endorse, sponsor, or accept any responsibility for such material. We are not responsible for the content or privacy practices of any linked sites.

15. Disclaimer of Warranties

Our products and services, including the CEB Sites, any User Submissions, and links from the CEB Sites to any third-party sites, are provided AS IS, and we make NO REPRESENTATION OR WARRANTY OF ANY KIND with respect to them.

WE DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (a) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (c) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE CEB SITES, (d) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA MADE AVAILABLE ON THE CEB SITES OR OTHERWISE BY CEB, AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY CEB OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE CEB SITES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.

WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, (a) THAT THE INFORMATION PROVIDED THROUGH THE CEB SITES WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (b) THAT THE CEB SITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (c) THAT DEFECTS OR ERRORS IN THE CEB SITES WILL BE CORRECTED; OR (d) THAT THE CONTENT ON THE CEB SITES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THE CEB SITES IS SUBJECT TO CHANGE WITHOUT NOTICE, AND WE DISCLAIM ALL RESPONSIBILITY FOR THESE CHANGES.

16. Limitation of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT OR FOR ANY OTHER CAUSE OF ACTION ARISING UNDER THIS AGREEMENT IS YOUR RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON NOTICE TO CEB. YOU AGREE THAT WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, INCLUDING LOST PROFITS OR COSTS OR ATTORNEY’S FEES, ARISING OUT OF OR RELATING TO YOUR USE OF THE CEB SITES OR YOUR RELATIONSHIP WITH CEB UNDER ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, OR STRICT LIABILITY. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, our liability in such jurisdictions shall be limited to the extent permitted by law, but the provisions of this section shall in any case be interpreted to limit our liability to the greatest extent permitted by law.

IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE CEB SITES, YOU RELEASE CEB FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE, AND AGREE TO HOLD CEB HARMLESS IN CONNECTION WITH ANY SUCH DISPUTE.

17. Indemnification

YOU AGREE TO INDEMNIFY CEB AND OUR OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, AFFILIATES, PARTNERS, AND LICENSORS (THE “CEB PARTIES”) AGAINST, AND HOLD THE CEB PARTIES HARMLESS FROM CLAIMS, LIABILITY, LOSSES, COSTS, AND EXPENSES (INCLUDING ATTORNEY’S FEES) INCURRED AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE CEB SITES.

18. Modifications to CEB Sites

CEB reserves the right, at any time, to modify or discontinue, temporarily or permanently, any CEB Site (or any part thereof), including the Restricted Areas, with or without notice. You agree that CEB shall not be liable to you or any third party for any modification, suspension, or discontinuance of a CEB Site.

19. Termination

CEB reserves the right, in its sole discretion, to terminate, suspend, or limit your access to the CEB Sites, or any portion thereof, at any time without notice to you. If we do so, the provisions of these Terms of Service will survive such termination, except that you will not be permitted to use the CEB Sites to the extent that we terminate, suspend, or limit your access. You may also discontinue your own access to the CEB Sites by contacting us in writing to request that your account be terminated. If you do so, you will not be eligible to receive a refund of any subscription or other fees that you have paid us, and any fees that are due on the date you request termination will remain due.

20. Governing Law and Integration

You agree that any dispute between you and CEB will be governed by the law of the Commonwealth of Virginia without regard to its conflict of law provisions, and that any legal action brought by one party against the other will be brought in the courts of Arlington County, Virginia. You agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. CEB controls the CEB Sites from its offices within the United States of America, and the CEB Sites are intended for use in the United States of America. We do not represent that the materials on the CEB Sites are appropriate or made available for use outside of the United States of America.

Unless otherwise specified herein, these Terms of Service constitute the entire agreement between you and CEB and govern your use of the CEB Sites, superseding any prior or contemporaneous communications and proposals in any form between you and CEB. If any part of this Terms of Service agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms of Service shall remain in effect.

21. No Waiver

You agree that our failure to enforce any provisions of these Terms of Service or respond to a breach by you or other parties does not in any way waive our right to enforce subsequently any terms or conditions of the Terms of Service or to act with respect to similar breaches.

22. No Third Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to this Agreement.

23. Relationship of the Parties; Electronic Contracting

You agree that no joint venture, partnership, employment, or agency relationship exists between you and CEB as a result of these Terms of Service or your access to and use of the CEB Sites. You further agree that a printed version of this Terms of Service agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

24. Entire Agreement

These Terms constitute the entire agreement between you and CEB with respect to the CEB Sites and supersede any prior agreements, oral or written, between you and CEB.

25. Questions

Please contact us if you have any questions or comments about this Terms of Service agreement.