Participation Terms for NABA Benchmarking and Survey

OVERVIEW
 
Companies that participate in the Benchmarking Study and Employee Survey for NABA's Top Workplace for Black Accountants program (hereinafter "Program") authorize the National Association of Black Accountants (hereinafter “NABA”) to conduct an evaluation of the company and its relationship with its employees. This evaluation is based entirely upon the confidential survey responses of the company's employees and the information provided to NABA by the company directly. Participation in the Program is purely voluntary and there is no charge to participate. At the end of the survey period, a company's results are evaluated. Only companies who are participating as part of the nomination process are eligible to be named as a Top Workplace for Black Accountants by NABA.
 
All companies participating in the Program that achieve the minimum response rate will receive a complimentary summary report of the overall survey responses. The names of Companies advancing to a
finalist round for Top Workplace for Black Accountants or those that are selected for a case study, may be provided for publication and distribution to one or more newspapers, magazines, periodicals, and/or websites.
 
Under no circumstances is any payment or gratuity of any kind accepted in exchange for being included in or named as a Top Workplace for Black Accountants. Candidates for the designation must be nominated during the official nomination cycle and results are based solely upon the quantitative analysis of the employee survey responses and the information provided to NABA by the company directly.
 
This Agreement (hereinafter "Agreement") governs your Company's participation and Your Employees' participation in the Program. These rules also cover your use of the Survey website (which is your main interface with NABA during the evaluation process), and the Blue Ribbon Results Products. Your agreement to be bound by these terms is acknowledged by checking the "I ACCEPT" box on the Survey website. The terms contained herein supersede and replace any other agreement or negotiation between you and NABA, whether oral, written or otherwise, including any statements made by any representative of NABA at any time. The Terms of Participation and Privacy Policy of the NABA Top Workplace for Black Accountants webpages are incorporated into this agreement and are hereby made a part hereof, except that as to all Company and Employee data submitted as part of the Program this Agreement shall control.
 
Your company, whether a nominated Candidate or elective Participant, may choose to engage in the benchmarking and/or survey its employees and elect not be evaluated for designation as a Top Workplace for Black Accountants by NABA.  
 
1. DEFINITIONS
 
The following definitions shall apply to each of the corresponding terms as used throughout this document:
 

Aggregate Survey Data - All Survey Response Data presented back to Your Company will be in aggregate form. All Aggregate Survey Data is completely de-identified.  We combine responses from an individual survey taker with at least 5 other survey takers' responses to ensure that no individual's responses can be identified, ensuring the anonymity of each survey taker's response.
Blue Ribbon Results Products - Products consist of White Paper reports, PowerPoints, PDFs or Word documents and any online results tools offered by NABA. The aim of the results products is to allow Your Company greater access and insight into Your Company's survey results.
Candidate - A company that was nominated as a Top Workplace for Black Accountants, has met the eligibility criteria and agreed to participate in the Program and be evaluated for designation.
Collected Information
- All data defined as Company Profile Information, Company Program Information, Company Contact Information, Survey Response Data, Survey Response Comments and Identified Employee email addresses.
Company Contact information - information provided by Your Company on the 'Provide Contact Info' page of the Survey website. The information consists of names and contact details of employees at Your Company that we can contact with regards to surveying your Eligible Invitees.
Company Profile Information - information provided by Your Company to 'Register your Company' and complete the 'Company profile' section of the demographics Survey.
Company Program information
- information provided by Your Company on the 'Provide Program Info' page of the Survey website.
Eligible Invitees - The employees of Your Company to be surveyed in connection with your participation in the Program.
List(s) - The list of companies advancing to a top Workplace finalist or semi-finalist level published by NABA or a publishing affiliate.
Participant - A company that was not nominated or was otherwise not eligible to be a Candidate for Top Workplace for Black Accountants but has elected to participate in the Program.
Program
- Top Workplace for Black Accountants registration, surveying, evaluation, recognition, ranking and publication.
Survey Due Date - date that surveys must be received by NABA to be incorporated into company survey results.  This date is published in the Survey application.
Survey Response Comments - free-text comments provided by survey takers in response to Comment Questions on the survey.
Survey Response Data - data collected from Eligible Invitees' survey responses excluding Survey Response Comments. This includes responses to survey statements and demographic questions (whether demographics and/or departments have been pre-selected by Your Company or are selected by survey taker).
Your Company - The entity that you list in the course of registration for the Program including any and all parent or subsidiary entities that employ or otherwise direct the functions of the Eligible Invitees.
Your Employees - All employees of Your Company.
 
2.     AUTHORIZATION
 
You agree that you have the full power and authority to enter into this agreement on behalf of Your Company in order to bind Your Company to the terms of this Agreement to the fullest extent of the law.
 
3.     ELIGIBILITY
 
To be eligible for listing or reference in any particular publication, your Company must complete and submit all required forms and data requested. Companies may be asked to allow a site visit by NABA, if requested, to verify the Collected Information.
 
4.     SURVEYS
 
4.1 You understand and agree that all employee surveys will be conducted online via NABA’s survey tool. A link to the online employee survey will be distributed by NABA directly to the Eligible Invitees' email addresses. You agree and acknowledge that Your Company will not attempt to influence the survey responses and may not review the completed employee surveys at any point in the process.
 
4.2 You agree that the statements and questions contained in the employee survey are the intellectual property of NABA and are protected by Copyright Law.  You agree not to use these statements and comment questions in any other internally or externally conducted employee survey. You agree not to make and distribute paper copies of the surveys.
 
4.3 Survey responses received after the Survey Due Date may not be included in the Your Company's survey results or, if applicable, included in the evaluation to be named a Top Workplace, and the decision whether to include tardy data shall be made at the sole discretion of NABA.
 
5.    DISQUALIFICATION & WITHDRAWAL
 
Any applicant to the Program may be disqualified immediately and without notice upon a determination by NABA that any of the following events have occurred:
 

(a) Providing inaccurate or incomplete Company Contact Information.
 
(b) Providing inaccurate or incomplete information concerning Your Company.
 
(c) Providing inaccurate or incomplete information concerning Your Employees, in particular, the number of employees in a region, department or ethnic segment.
 
(d) Receipt of fewer survey responses from Eligible Invitees than the required number of survey responses. The required number of responses is determined below:
 (i) Responses from a minimum of 25 of Your Company's Eligible Invitees, and;
 (ii) Responses from a minimum of fifty percent (50%) of Your Company's Eligible Invitees.
 
(e) Offering any incentive to employees for providing specific survey responses or for achieving a specific ranking or otherwise attempting to influence survey responses by an improper means.
 
(f) Engaging in measures to solicit biased, coerced or false responses from employees.
 
(g) More than 5% of employees agreeing that they have felt pressured to respond positively to the survey.
 
(h) Suspicious statistical anomalies in employee survey responses.
 
(i) Any failure to comply with this Agreement.
 
(j) Any other reason as may be determined appropriate in the sole discretion of NABA.
 
Should a company be disqualified and request an explanation of the basis for disqualification, NABA will provide a high level summary of the basis for disqualification.  Under no circumstances will this explanation compromise the confidentiality of the survey responses or the proprietary methodologies of NABA. 

Any company participating in the Program may also withdraw at any time by providing written notice to topworkplace@nabainc.org. Upon confirmed receipt of withdrawal, the company will have no further obligation to provide information to NABA related to the program and will no not be considered for distinction as a Top Workplace for Black Accountants. Any information provided to NABA by the company prior to withdrawal is still subject to the terms of this agreement and may be used by NABA for the purposes stated.
 
6.    LICENSE & OWNERSHIP
 
6.1 Survey Response Data and Survey Response Comments: You hereby agree that to protect employee confidentiality, all Survey Response Data and Survey Response Comments together with all data derived there from (including benchmarks) is and at all times shall remain the sole and exclusive property of NABA with all rights appurtenant thereto.
 
6.2 Company Profile Information: If Your Company is named as a Top Workplace for Black Accountants by NABA, or selected to be profiled as a case study, you hereby grant to NABA, a limited non-exclusive license to use Company Profile Information (as provided by Your Company on the Survey website), including Your Company name, in connection with the program, on www.nabainc.org and in NABA promotional material for a period of five (5) years. You further agree to indemnify and hold harmless NABA, its employees, all parties affiliated with the evaluation process and board members against any claim arising out of the use of the name of Your Company.
 
6.3 If Your Company does not advance to a Top Workplace finalist or semi-finalist level, your participation in the Program will not be disclosed to any third parties by NABA without your express consent.
 
7.     INFORMATION USAGE AND COMMUNICATIONS
 
7.1 Type. NABA will collect information about Your Company ("Collected Information") in the process of surveying Your Company's Eligible Invitees. You hereby consent and agree that NABA may collect such information about Your Company and Your Employees.
 
7.2 Limited Usage and Non-Disclosure. NABA may use and maintain Collected Information for the limited purposes set forth in this Agreement.
 
a) Survey Response Data: used to compile the Lists, create Aggregate Survey Data, perform internal analytics, and provide Your Company with free summary results and/or purchased Blue Ribbon Results Products. Individual employee responses are maintained solely for the purpose of creating the Aggregate Survey Data.
 
b) Company Contact Information: used to communicate with designated company representatives during the survey process and to communicate the results of the survey and to offer other products and services that are provided by NABA in relation to the survey results. If Your Company is named as a Top Workplace for Black Accountants by NABA, we will also provide Company Contact Information to publishing partners to aid in their preparation and promotion of the List.
 
c) Survey Response Comments: used in selected NABA Results Products. If Your Company is named as a Top Workplace for Black Accountants, we may publish some positive employee comments on the www.nabainc.org/TopWorkplace webpages and provide some positive comments to one of more publishing partners. Your Company may request NABA to remove any or all employee comments about Your Company from the www.nabainc.org/TopWorkplace webpages at any time.
 
d) Eligible Invitee email addresses: are deemed confidential information and are used solely in conjunction with the purpose of the Program. Email addresses are never sold or otherwise disclosed for any reason to third parties. NABA agrees to protect the confidentiality of the Eligible Invitee email addresses in the same manner it protects the confidentiality of its member confidential information, but in no event using less than a reasonable standard of care.  NABA will restrict access to the Eligible Invitee email addresses to its employees provided that such are bound to confidentiality obligations substantially similar to the terms as this Agreement.
 
7.3 Survey Benchmarks: You agree that NABA may combine Your Company's Aggregate Survey Data with at least 2 other companies' Aggregate Survey Data to create a benchmark.
 
7.4 Your Company understands that communications to you, including preliminary communications, may be made by email and that if you do not desire to continue to receive email communications from us, you can opt out by contacting us at: topworkplace@nabainc.org.
 
7.5 Both NABA and Your Company agree to comply with all relevant Laws, including the CAN-SPAM Act and Regulations concerning the protection of personally identifiable information including email addresses, in providing any contact information to NABA in connection with the Program. Each party agrees to indemnify and hold the other harmless in the event of any breach of this paragraph. NABA agrees to comply with all data collection and maintenance policies and practices set forth in its Privacy Policy.
 
8.     BLUE RIBBON RESULTS PRODUCTS
 
8.1 You consent to receive information regarding additional products or services related to the Survey Response Data and Survey Response Comments collected in the Program. 
 
8.2 If your Company chooses to purchase a results product that includes online access to your Aggregate Survey Data, Your Company will be given access to your Aggregate Survey Data for a minimum period of six (6) months.
 
8.3 Access to the expanded data in results products is limited solely to authorized management personnel within Your Company and may not be shared. Authorized management personnel are hereby granted a limited; non-transferable license to use available information within Your Company. Any other use or publication of such information is strictly prohibited, including benchmark data.
 
8.4 Sales of any and all additional products and services are final. NABA is under no obligation to provide any refund or credit for any product access time not used. Your access to online results including any purchased content may be terminated without notice upon any breach of this Agreement including but not limited to providing access to the Survey Response Data and benchmarks to any third party.
 
9.     WARRANTIES, LIMITATIONS & WAIVERS
 
The Program and associated products and services are provided to you on an "as is" basis, and without any warranty of any kind, whether express or implied, including, but without limitation, any implied warranty of merchantability, or fitness for a particular purpose. Both parties specifically hereby waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of the Program or any resulting publication.   Neither party is responsible for the acts of third parties with respect to the rights and responsibilities set forth in this Agreement. The total sole and exclusive remedy available to you as the result of any breach of this Agreement, negligence, or any action or failure to act whether intentional or otherwise shall be the total amount paid by you to NABA in the 12-month period preceding any allegation of entitlement to such remedy. In no event shall either party be liable to the other party for any indirect, special, exemplary, punitive, incidental or consequential damages, loss of profits or loss of business as the result of any such action or inaction without regard to the likelihood of any such damages. Nothing contained herein shall be construed to prevent the parties from seeking injunctive relief to enforce the terms and conditions of this Agreement.
 
10.     FORCE MAJEURE
 
Either party to this Agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
 
11.     U.S. EXPORT CONTROLS
 
Software available in connection with NABA services is subject to United States export controls. No Software may be uploaded to or downloaded from NABA or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using any downloaded Software or software component is at your sole risk.
 
12.     SEVERABILITY
 
In the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
 
13.     ASSIGNMENT
 
This Agreement and the license granted herein may not be assigned to any other person or legal entity without the express written consent of NABA.
 
14.     AMENDMENT

 
This Agreement may be amended by NABA only upon notice to Your Company contacts and the opportunity to withdraw your participation in the Program.
 
15.     CHOICE OF LAW
 
This Agreement shall be interpreted under the laws of the State of Maryland without regard to any conflict of laws provisions.
 
16.     NO AGENCY
 
Notwithstanding any other provision of this agreement, NABA is not your agent or joint venturer in any respect.
 
17.     THIRD PARTY BENEFICIARY
 
This Agreement is made solely by and between and for the benefit of the parties hereto. Nothing contained herein is included for the benefit of any third party and shall not be enforceable by any third party to this Agreement.
Updated 4/27/16