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TERMS OF SERVICE

Thank you for being part of the NACD governance community. To provide clarity regarding your participation in the community, these Terms of Service (“Terms”) govern (a) Memberships and Membership Benefits; (b) Standalone Offerings purchased separately from Memberships; and (c) programs, products, certifications, advisory services, professional services, events, facilities usage, discounts, learning offerings, digital content, and related services further described below (collectively, the “Service” or “Services”) and provided by the National Association of Corporate Directors®, the NACD Corporate Directors Institute®, and NACD’s Affiliated Chapters (collectively “NACD,” “we,” “our,” or “us”).

These Terms supplement, and are separate from, NACD’s Privacy Policy, NACD’s Event Code of Conduct, NACD Directorship Certification Code of Conduct, and NACD’s Terms of Use. If there is a conflict between these Terms and the Privacy Policy, NACD’s Event Code of Conduct, NACD Directorship Certification Code of Conduct, or Terms of Use, these Terms control solely with respect to the Memberships, Services, and products and services covered here, and only to the extent of such conflict; provided, however, that if NACD and you or your organization have entered into a separate written agreement governing specific Services, the terms of that agreement will control to the extent of any conflict.

NACD may update these Terms from time to time. Updated Terms will be posted with a revised “Last Updated” date, and continued participation in Services after that date constitutes acceptance of the updated Terms.

By clicking “I agree,” submitting an order, purchasing, enrolling in, accessing, or participating in any Services, you, the member and/or recipient of Services, agree to these Terms and any applicable Program Terms. If you act on behalf of an organization, you represent that you have the authority to bind that organization.

1. Definitions

“Add-On Services” means additional Services or other usage entitlements purchased in addition to the Membership Benefits included in the applicable Membership Subscription Tier or Individual Membership.

“Authorized Users” means individuals designated by a corporate Member to access the Membership benefits, limited to the number and applicable type of seats purchased and subject to NACD approval, and individuals with an Individual Membership.

“Member” means an individual or organization with an active Membership.

“Corporate Membership” means multi-seat memberships with access for designated individuals, also referred to as Authorized Users.

“Director” means an individual serving as a voting member of a fiduciary board or equivalent governing body.

“Governance Professional” means an individual whose primary responsibilities include advising boards or supporting governance functions (e.g., corporate secretary, general counsel), as determined by NACD.

“Individual Membership” means a single-user membership limited to the individual purchaser.

“Membership Benefits” means the specific Services, products, access rights, usage, and other entitlements included in a Membership tier as described in the applicable Order Materials at the time of purchase or in an Individual Membership.

“Member Engagement Advisor” means the NACD representative designated, where applicable under the Member’s Subscription Tier, to serve as the Member’s primary contact for Membership support, coordination of Membership Benefits, and escalation of Membership-related inquiries.

“Membership Term” means the active membership period stated in Order Materials.

“Order Materials” means the applicable Membership application, order form, online checkout, invoice, statement of work, proposal, engagement letter, benefit description, and Membership benefit descriptions available on our Membership site at the time of purchase.

“Program Terms” means additional terms applicable to specific Services.

“Professional Services” means Board Advisory Services, in-boardroom services, board effectiveness assessments, governance advisory engagements, benchmarking, facilitation, consulting, assessments, and similar advisory services provided by NACD.

“Standalone Offering” means any Service, event, certification, advisory engagement, facility use, digital product, or other offering purchased separately from a Membership.

“Unlimited” means access that is not subject to a fixed numeric cap during the applicable Membership term, but remains subject to reasonable use limitations, scheduling availability, technical constraints, Program Terms, operational requirements, and eligibility requirements established by NACD. Unlimited is available exclusively for an applicable corporate Member’s fiduciary board members, executives reporting to the CEO, and Governance Professionals supporting the board. 

2. Eligibility and Accounts

You represent and warrant that you have the authority to enter into these Terms and, where applicable, bind the organization on whose behalf you act; that all information provided to NACD is accurate and complete; that you will maintain the confidentiality and security of account credentials; and that you are responsible for all your activity under your account or through your Authorized Users.

3. Membership Subscription
3.1. Corporate Membership.

We offer three Corporate Membership subscription tiers:

  • Corporate Signature Membership
  • Corporate Plus Membership
  • Corporate Premier Membership

Each Corporate Membership subscription tier provides a select suite of Services. Membership Benefits are defined by the Order Materials. The Membership Benefits are incorporated into these Terms by reference. NACD may modify, rename, or replace Corporate Membership subscription tiers from time to time.

All seat-based entitlements, including but not limited to event tickets, advisory access, certification examination seats, and other usage-based benefits, are exclusively specified in the applicable Order Materials.

Access in Corporate Membership subscription tiers is limited to Authorized Users. Seats must be assigned to eligible individuals (Corporate Member’s board of directors, executives reporting to the CEO and Governance Professionals) and may not be shared concurrently, sublicensed, resold, or transferred; however, subject to the foregoing, Authorized Users may be reassigned during the Membership Term upon written notice to the Member’s designated NACD Member Engagement Advisor, where applicable.

Membership Benefits commence only upon receipt of full payment and activation of the Membership Term. For credit card payments, Membership Benefits begin immediately upon successful authorization and payment confirmation. For payments made by check or other non-electronic methods, access and Membership Benefits will begin only upon receipt, clearance, and processing of funds by NACD, which may require additional time depending on banking procedures. Corporate Membership is non-refundable. See Section 3.5 (Termination and Suspension) and Section 9 (Fees and Payments) for additional details.

3.2. Individual Membership

Individual Membership provides access to select Services tailored for individual directors as outlined in the Order Materials. Individual Membership is non-transferable and non-refundable, except that NACD may permit a one-time reassignment or conversion in limited circumstances where the individual Member joins the board of a Corporate Member, subject to NACD approval and applicable administrative requirements.

Individual Membership Benefits are limited to the individual Member and do not extend to employers, affiliated organizations, guests, or third parties.

3.3. Included Membership Benefits; Additional Purchases

Membership Benefits consist solely of those Services expressly identified as included in the applicable Membership Subscription Tier in the applicable Order Materials. For clarity, all quantitative Membership Benefits (including seat allocations and usage limits) are defined exclusively in the Order Materials, which govern in the event of any inconsistency with these Terms.

Members may separately purchase Add-On Services or Standalone Offerings beyond the Membership Benefits included in the applicable membership. Such purchases are separate transactions; may be subject to separate Program Terms or Order Materials; do not modify or expand the Membership Benefits included in the applicable Membership Subscription Tier unless expressly stated in writing by NACD; do not extend or modify the Membership Term unless expressly stated in the applicable Order Materials; and unless expressly stated otherwise, are non-refundable, expire at the end of the applicable usage period or Membership Term, are non-transferable outside the organization, and have no cash value.

3.4. Benefit Rules

All Membership Benefits:

  • Must be scheduled, claimed, registered for, and used within the applicable Membership Term or other designated usage period
  • May only be used by the Individual Member or Authorized Users
  • May not be carried forward to a subsequent Membership Term, including in multi-year memberships, unless expressly stated
  • Have no cash value and are non-transferable
  • Remain subject to eligibility verification, program availability, scheduling, operational capacity, technical limitations, and compliance with these Terms and applicable Program Terms

During any renewal processing period, lapse, expiration, or administrative extension, certain Membership Benefits may be limited, suspended, or unavailable. NACD does not guarantee continuity of access during such periods.

3.5. Event Ticket Benefits (Corporate Membership Only)

Certain Corporate Membership subscription tiers include complimentary event tickets (“Event Tickets”) for designated programs such as the NACD Directors Summit®, Master Class®, and virtual instructor-led (“VIL”) programs. The applicable quantity, allocation, and any tier-specific entitlements for Event Tickets are set forth exclusively in the applicable Order Materials.

Event Tickets:

  • Are provisioned through NACD’s designated registration and fulfillment process
  • Must be used within the applicable Membership Term
  • May not be applied to registrations that have already been paid
  • May not be carried over to a subsequent Membership Term
  • Are subject to availability, capacity, and scheduling as determined by the applicable Corporate Membership subscription tier in the Order Materials
3.6. “Unlimited” and Priority Access

Where a benefit is described as “Unlimited,” such access is subject to reasonable use limitations, including system capacity, scheduling availability, and intended program use. Inclusion of a benefit described as “Unlimited” does not guarantee unrestricted usage, immediate availability, reservation priority, advisory capacity, or admission to any specific event, session, or program. NACD reserves the right to limit, suspend, or modify access where usage is excessive, automated, or inconsistent with these Terms.

Where a benefit is described as “Priority Access,” it means a preferential opportunity to register or participate but does not guarantee admission, participation, or availability.

For Corporate Premier Membership tiers, any reference to “unlimited seats” refers to the number of Authorized Users permitted to be designated under the Membership and does not modify, expand, or override any separate quantitative limits applicable to specific Membership Benefits (including, without limitation, event tickets, certification examination seats, advisory sessions, or any other usage-based entitlements), as set forth in the applicable Order Materials.

3.7. Eligibility Verification and Audit

We reserve the right to verify eligibility for and usage of Membership Benefits, including auditing Authorized Users and participation records. You agree to provide reasonable information upon request. We may suspend access, revoke benefits, reassign seats, or charge additional fees if misuse is identified, without prejudice to any other remedies.

3.8. Modifications to Membership

We may modify the Membership Benefits, delivery formats, content, platforms, scheduling, instructors, and program structures from time to time; provided, however, that NACD will not materially reduce Membership Benefits during an active paid Membership Term without providing a reasonable substitution or remedy, in NACD’s sole discretion.

3.9. Dedicated Member Engagement Advisor

Where included in the applicable Membership Subscription Tier, NACD may designate a Member Engagement Advisor to serve as the Member’s primary contact for Membership support, coordination of Membership Benefits, and escalation of Membership-related inquiries. Member Engagement Advisor services may vary by Membership tier. NACD will use commercially reasonable efforts to maintain continuity of Member support through a designated Member Engagement Advisor; however, NACD may reassign or replace such personnel at any time in its discretion.

3.10. Termination and Suspension

NACD may deny, suspend, or terminate your Membership if we determine that your participation conflicts with our mission, compliance requirements, safety, reputational considerations, or applicable conduct standards, including the NACD Event Code of Conduct and the Certification Code of Conduct. Membership Fees are nonrefundable regardless of usage, including partial use, non-use, suspension, or termination. Unused Membership Benefits are forfeited without refund upon termination or suspension. See Section 17 (Force Majeure) regarding delays or unavailability arising from a Force Majeure Event, and Section 23 (Termination and Suspension of Services) for additional consequences applicable to all Services. Pro-rated credit or substitute access may be provided in NACD’s sole discretion in instances where Member Benefits or Add-On Services become unavailable, and, if so, will be solely in the form of non-cash credits or substitute Services, and shall not entitle the Member or purchaser to any cash refund or monetary repayment.

If a charge for Services, including Membership fees, Add-On Services, Standalone Offerings, or any other non-refundable purchase, is disputed via a credit card company and the credit card company issues a refund after the applicable Membership Term or service has started, services have been rendered or the purchase is otherwise no longer refundable, the Member or the purchaser agrees to repay NACD the full amount of such refunded fees via another payment method within thirty (30) days of receiving that refund, and further agrees to pay NACD’s reasonable attorney’s fees, costs, and expenses in collecting such amount.

4. Standalone Offerings and Non-Member Purchases

Certain Services may be purchased as Standalone Offerings by both Members and non-members, including on-demand programs, recorded content, reports, selected events, and certifications where permitted. Standalone Offerings:

  • Do not create membership or membership rights
  • Are independent transactions and do not include Membership Benefits
  • Are subject to these Terms and any specific Program Terms
  • May be offered at different pricing, eligibility requirements, participation rights, or access levels, for Members and non-members.

Non-member purchasing Standalone Offerings are subject to these Terms as if the non-member were a Member solely for purposes of the purchased Service. Specific terms, cancellation policies, and refund eligibility for Standalone Offerings are set forth in Section 8 (Standalone Offering Program Terms) and the applicable Program Terms.

5. Products and Offerings Covered

These Terms apply to all offerings, including but not limited to:

  • Access to Content and Thought Leadership
  • Invitation-Only In-Person Events
  • In-Person Events
  • Other Events
  • Office and Facility Use
  • Professional Services
  • Certification or Certificate Programs
  • Webinars
  • On-Demand Learning
  • Community and Network Platforms
  • Advisory and Intelligence Services

The Services covered by these Terms may evolve over time and may include new offerings, pilot programs, beta offerings, digital tools, benchmarking initiatives, AI-enabled features, or other governance-related products or services introduced by NACD from time to time.

Certain Services may be delivered by NACD Affiliated Chapters or third-party partners, which may be subject to additional local terms and operational practices. NACD is not responsible for the acts, omissions, platform failures, or service delivery of third-party partners, Affiliated Chapters, or third-party technology providers, except as otherwise provided.

5.1. Advisory Services Scheduling

Certain advisory services (including, without limitation, Virtual Briefing Desk, Board Effectiveness Survey sessions, and similar concierge advisory offerings) are subject to scheduling availability and must be used within the applicable Membership Term or designated usage period. Advisory services may be subject to usage limits, scheduling windows, participant limitations, format restrictions, and operational requirements, and each completed or reserved session constitutes one use unless otherwise specified in applicable Order Materials. NACD reserves the right to determine advisor assignments, moderators, facilitators, presenters, session structure, and delivery format.

Certain enhanced Virtual Briefing Desk and Board Effectiveness Survey formats may be available only under designated Corporate Membership subscription tiers, as specified in the applicable Order Materials.

All Virtual Briefing Desk and Board Effectiveness Survey sessions must be scheduled sufficiently in advance of the end of the Membership Term and, in any event, no later than nine (9) months before the expiration of the applicable Membership Term. Requests submitted within nine (9) months before the expiration of the Membership Term may be accommodated at NACD’s sole discretion, but are not guaranteed. Unused advisory services expire automatically at the end of the Membership Term and are forfeited without credit, refund, or rollover.

6. Professional Services

Board Advisory Services, in-boardroom services, board effectiveness assessments, facilitation services, governance advisory engagements, benchmarking services, assessments, consulting services, and similar offerings (collectively, “Professional Services”) generally require a separate written agreement, statement of work, or applicable Order Materials approved by NACD. To the extent Professional Services are provided without a separately executed agreement, these Terms and any applicable Order Materials govern.

Virtual Briefing Desk sessions and other concierge advisory offerings provided as part of a Membership are governed primarily by Section 5.1 (Advisory Services Scheduling) and related Membership Terms.

NACD does not provide legal opinions, fiduciary determinations, regulatory approvals, accounting attestations, investment advice, audit services, or other licensed professional services. See Section 19 (Disclaimer) for additional limitations applicable to all Services.

Professional Services may involve participation by third-party facilitators, assessors, advisors, benchmarking providers, technology vendors, AI-enabled tools, or other service providers. NACD is not responsible for the acts, omissions, or performance of such third parties except as expressly stated in a separate written agreement. In the event of a conflict, the applicable separate written agreement governs solely with respect to the Professional Services that are the subject of such agreement.

You acknowledge that decisions regarding governance, fiduciary oversight, compliance, risk management, board actions, or other organizational matters remain solely the responsibility of you and your organization.

7. Credentialing

We offer the following credentials, among others:

  1. NACD Directorship Certification® (“Certification”)
  2. Cyber-Risk Oversight Certificate
  3. Effective AI Oversight for Directors Certificate

Credentials require completion of the stated criteria and compliance with applicable program rules. Credentialing marks and logos remain NACD’s intellectual property and must be used in their approved forms. The Certification mark and post-nominal (NACD.DC®) may be used only while the credential is validly held.

7.1. Certification Examination Seats (Corporate Membership Only)

Where included in the applicable Corporate Membership Subscription Tier, examination seats are issued solely for use by Authorized Users and must be utilized within the applicable Membership Term. The number of examination seats included in each membership Subscription Tier is set forth exclusively in the then-applicable Order Materials. Unused examination seats expire automatically at the end of the Membership Term and have no cash value, are non-transferable outside the organization, and are not eligible for rollover, credit, or refund unless expressly stated in the applicable Order Materials.

8. Standalone Offering Program Terms

Standalone Offerings may be purchased by Members and non-members. All Standalone Offerings are subject to additional terms, conditions, rules, and policies specific to the applicable offerings (“Program Terms”).

Program Terms may appear in registration pages, checkout flows, order forms, applications, invoices, statements of work, or participation agreements. By registering or purchasing, you agree to the applicable Program Terms. Program Terms control in the event of conflict with these Terms for the applicable Service only.

Standalone Offerings may include events, Certification and certificates, Professional Services, advisory programs, and on-demand platforms, among others.

8.1. NACD Directorship Certification®.

Certification fees are nonrefundable and nontransferable. However, you may cancel a scheduled Certification examination appointment by contacting Pearson VUE at least forty-eight (48) hours before your scheduled exam slot. Canceled appointments may be rescheduled within your allowed testing window. If you miss your appointment, fail to cancel at least forty-eight (48) hours before your appointment, or arrive more than thirty (30) minutes after your scheduled exam time, you will also forfeit your examination sitting, forfeit your examination fees, and pay a fee of $500.00 to reschedule your exam. You may appeal these charges to NACD in the event of a Force Majeure Event. Examination delivery providers are independent contractors, and NACD is not responsible for their acts, omissions, platform failures, or scheduling errors. For full program details, including eligibility, exam format, and preparation resources, visit the NACD Directorship Certification site.

Certification Eligibility. Members must submit a Certification application and pay all applicable fees in full during their active Membership term. Applications submitted after a Membership has lapsed or been terminated, or for which full payment is not received during an active Membership term, are not eligible for member Certification benefits or member pricing.

Certification Group Discount. A ten (10%) percent group discount applies when a minimum of three (3) fully paid Certification applications are submitted together in a single transaction. To qualify: (i) each application must be accompanied by full payment at the time of submission; (ii) each applicant must hold an active Membership at the time of both application and payment; and (iii) the discount applies regardless of company affiliation. The group discount may not be combined with any Certification benefit included in a Corporate Membership Subscription.

In addition to other terms applicable to all members and Services, Certification is subject to the applicable Certification Code of Conduct, handbook, and required attestations.

8.2. NACD Directors Summit®

All cancellation requests must be submitted using the online cancellation form. Paid registration refund are based on the calendar year of the scheduled event:

  • Cancel on or before July 31 of the event year: full refund minus a $250 service fee
  • Cancel between August 1 – 31 of the event year: 50% refund
  • Cancel on or after September 1 of the event year: no refund

Refunds are issued to your original payment method within one hundred twenty (120) calendar days of your transaction date, whenever possible. If more than one hundred twenty (120) calendar days have passed, your refund will be sent by check or ACH.

Group Registration Discount. When registering five (5) or more attendees for the NACD Directors Summit in a single transaction (excluding registrations paid through a Corporate Membership Tier benefit), a twenty (20%) percent discount will be applied. Discounts are not retroactive. The group discount may not be combined with any NACD Directors Summit benefit included in a Corporate Membership Subscription.

8.3. Other In-Person Events

Cancellations for paid in-person events other than the NACD Directors Summit must be submitted online using the cancellation or modified registration form. Refunds are available as follows:

  • Twenty-eight (28) or more calendar days before the event start date: full refund
  • Fourteen (14) to twenty-seven (27) calendar days before the event start date: full refund minus a $250 service fee
  • Thirteen (13) or fewer calendar days before the event start date: no refund

Refunds are issued to the original payment method used at registration within one hundred twenty (120) calendar days of the transaction date, whenever possible. If more than one hundred twenty (120) calendar days have passed, the refund will be issued by check or ACH.

8.4. E-learning Programs

NACD will refund the fees you paid for a course or program only if: (1) a material defect or technical issue causes a significant delay in your ability to complete the course, and (2) NACD is unable to resolve the issue within ten (10) business days after being notified by the registrant. Refund requests must be submitted in writing to Registration@NACDonline.org.

9. Fees and Payments

All fees are due and payable as specified in the applicable Order Materials. Fees do not include applicable taxes, duties, levies, VAT, GST, or similar governmental assessments unless expressly stated otherwise; you are responsible for all such amounts. NACD accepts payment by Visa, Mastercard®, American Express®, check, and Automated Clearing House (ACH) transfer where available.

9.1. Membership Fees

Membership fees:

  • Are non-refundable and non-transferable, regardless of usage, including partial use, non-use, suspension, or termination
  • Are based on access rights and benefit availability, not actual usage
  • Must be paid within sixty (60) days from the date of submission of your application, unless otherwise specified
  • Must be paid in full before benefits begin

For check or ACH payments, access and Membership Benefits will begin only upon receipt, clearance, and processing of funds. Failure to pay may result in suspension or termination of Membership and an inability to rejoin at a later date.

9.2. Renewals

Individual Memberships may renew automatically unless canceled prior to the applicable renewal date. Where automatic renewal applies, you authorize NACD to charge the payment method on file for applicable renewal fees and taxes unless canceled before the renewal processing date. Automatic renewal can be canceled at any time by unselecting automatic renewal in the Member portal or by contacting the NACD Member Engagement Advisor.

Corporate Memberships do not auto-renew unless expressly stated.

NACD will provide written notice of renewal at least sixty (60) days prior to the end of the Membership Term, including renewal fees, renewal date, and any material changes to Membership Benefits or Terms.

Renewal pricing is based on the then-current NACD pricing at the time of renewal and may differ from prior Membership Terms.

9.3. Program Fees

Some program fees, including those for Certification certificates, and certain events, may be refundable as expressly stated at the time of sign-up. Refund eligibility varies by offering and is governed by the specific refund and cancellation terms set forth in Section 8 (Standalone Offering Program Terms) and the applicable Program Terms. Pricing for Services may change at NACD’s discretion.

10.  Events and Programs
10.1. Registration

Except for Membership Subscriptions, which are completed and accepted through applicable Order Materials, all other program and course registrations must be completed through the online registration process by selecting the “Register” button. Registrations are not accepted by email or telephone. Your click-through acceptance, checkbox acknowledgment, or electronic confirmation during registration constitutes your legally binding agreement to these Terms and any applicable Program Terms.

10.2. Membership-Included Benefits – Event Ticket Cancellation; Substitution; No-Show Policy

This section 10.2 applies only to registrations made using Membership Benefits included in certain Corporate Membership Tiers. Registrations for Services are governed by the applicable Program Terms. If you are unable to attend, you may (a) substitute another eligible Authorized User, or (b) cancel without substitution, in each case subject to the following conditions:

  • Substitution. Substitutions are permitted at any time within five (5) business days prior to the scheduled event, provided that the substitute is an eligible Authorized User and complies with all applicable registration requirements and deadlines.
  • Advance Cancellation (Five [5] Business Days or More). If you cancel your registration at least five (5) business days prior to the scheduled event date, the applicable Membership Benefits will be reinstated to your available benefit pool for use within the same Membership term, subject to availability.
  • Late Cancellation (Fewer than Five [5] Business Days). If you cancel fewer than five (5) business days prior to the scheduled date, the applicable Membership Benefits will be deemed used and forfeited.
  • No-Show. If a registered participant fails to attend the event without prior cancellation, the applicable Membership Benefits will be deemed used and therefore expired.

Reinstated benefits must be used within the applicable Membership Term and are subject to availability, capacity, and applicable Program Terms.

10.3. Event Changes

Though rare, NACD may cancel, postpone, relocate, reschedule, substitute speakers or instructors for, modify, or convert events or programs to virtual or hybrid formats at any time. This applies to all events and programs, whether attended through Membership Benefits or as a Standalone Offering. The sole remedy in such circumstances is a credit of the registration fee paid, or reinstatement of the applicable Membership Benefits, as determined by NACD. NACD is not responsible for travel, lodging, transportation, accommodation, or incidental expenses incurred in connection with any canceled, postponed, relocated, or reformatted event or program. See Section 10.6 (Travel and Expenses).

10.4. Scheduling and Format

Dates, times, speakers, instructors, and delivery format (in-person, virtual, hybrid) are subject to change. NACD may provide substitutions or rescheduling when necessary.

10.5. Recording and Access

NACD and its designees may record, photograph, livestream, archive, reproduce, distribute, or otherwise use events and programs. Recordings may be provided to Members depending on the Membership Subscription or registration terms. Not all events will be recorded, and recording access (if provided) may be time-limited.

10.6. Health and Safety

For in-person events, you agree to comply with venue and NACD health and safety rules. NACD may deny entry or remove any person for safety reasons or for NACD Event Code of Conduct violations.

10.7. Travel and Expenses

Unless expressly stated otherwise in the applicable Order Materials, you are responsible for travel, lodging, transportation, accommodation, meals, and incidental expenses incurred in connection with Services. Where NACD provides links to hotels or discounted rates, such arrangements are strictly between the Member and third-party provider and are subject to that provider’s terms. NACD is not responsible for refunds or disputes with third-party travel or accommodation providers.

11.  Event Participation; Risk Waiver; Media Release
11.1. Risk Waiver

By participating in NACD events, you voluntarily assume the risks associated with such participation. To the maximum extent permitted by law, participants release NACD from claims arising from ordinary negligence related to participation. Separate event waivers or acknowledgments may be required at registration for some.

11.2. Media Release

By participating in NACD events and programs, you irrevocably grant NACD permission to record and use your name, likeness, audio, and video for nonprofit, educational, operational, archival, security, promotional, marketing, training, and related business purposes in any media now known or later developed.

12.  Facility Use

Facility access is available only where expressly included as a Membership Benefit in the applicable Membership tier, as reflected in the Order Materials. Where included, facility access is provided on a limited, non-exclusive, revocable basis, subject to availability, scheduling, capacity constraints, and applicable building and NACD facility policies. No leasehold, tenancy, license coupled with an interest, or property interest is created, and no exclusive or guaranteed access is provided. NACD may modify, suspend, or revoke facility access at its discretion for operational, safety, security, or compliance reasons.

Corporate Members utilizing facilities: (a) are solely responsible for their activities conducted at the facilities; (b) are responsible for all catering, incidental, and ancillary costs associated with facility use; and (c) may be required to maintain commercially reasonable general liability insurance and name NACD as additional insured, providing a certificate of insurance upon request.

NACD may impose additional facility policies, security requirements, visitor procedures, technology rules, catering restrictions, or usage limitations at any time.

13.  Digital Content & Learning License

Digital products and learning content are licensed, not sold. NACD grants you a limited, non-exclusive, non-transferable, revocable license to access and use such content solely for your personal or internal professional use during the authorized access period. You may not reproduce, distribute, modify, publicly display, or share access credentials. Access may be time-limited. Third-party platform providers may impose additional technical or usage terms that also apply.

14.  Community & Network Conduct

You must follow the conduct standards described in the applicable NACD Event Code of Conduct and the Certification Code of Conduct. NACD may remove any participant who violates applicable conduct standards.

15.  Disclaimer

NACD is a nonpartisan, nonprofit organization dedicated to providing directors with opportunities to engage in timely discussions on governance and oversight practices. Statements, opinions, and views expressed by speakers and participants in NACD programs are solely their own and do not necessarily reflect those of NACD.

Except where expressly stated in a separate written agreement signed by NACD, all Services are provided solely for general educational, informational, benchmarking, networking, discussions, and governance support purposes and are not intended to constitute legal, accounting, tax, audit, investment, fiduciary, regulatory, employment, or other professional advice or services. This limitation applies to Professional Services unless expressly stated otherwise in a separate written agreement. Participants should consult qualified legal, tax, or other professional advisors regarding their specific situations.

NACD does not independently verify all participant-provided, third-party-provided, benchmarked, or externally sourced information made available through the Services and makes no representation regarding the accuracy, completeness, reliability, legality, or suitability of such information for a particular purpose. You are solely responsible for evaluating whether and how to use or rely upon any Services, discussions, recommendations, assessments, reports, or related outputs, and for all decisions and outcomes arising from your participation.

ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NACD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL ACHIEVE ANY PARTICULAR OUTCOME. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE FROM DEFECTS, DELAYS, OR FAILURES.

16.  Intellectual Property

All program content, materials, and related information are protected by applicable intellectual property laws. Ownership and permitted uses are governed by the NACD Terms of Use; no copying, distribution, or reuse is permitted except as expressly authorized therein. All goodwill arising from the use of NACD names, marks, credentials, logos, Certifications, certificates, or branding inures solely to NACD.

17.  Confidentiality

“Confidential Information” means any non-public information shared in connection with the Services that is marked confidential or would reasonably be understood to be confidential. This includes member-only program materials, assessment outputs, governance discussions, advisory materials, participant lists, and board-related information shared through the Services. You agree to protect Confidential Information using reasonable care and not to share it with any third party except as allowed under these Terms. You may disclose Confidential Information if required by law or court order, provided that, where legally permitted, you give prompt notice to NACD and cooperate with NACD in seeking confidential or protective treatment.

18.  Privacy and Security

NACD’s collection, use, and disclosure of personal information are described in our Privacy Policy. If there is a conflict between these Terms and the Privacy Policy regarding personal information, the Privacy Policy controls. Additional information about NACD’s data practices, systems, and safeguards is available in our Trust Center.

19.  Antitrust Compliance

Participation in NACD programs, Services, and related offerings requires compliance with all applicable antitrust and competition laws. Participants agree to avoid any discussions or activities that could be viewed as anti-competitive, including discussions of prices or pricing strategies, customer or market allocation, or any agreement or coordinated conduct that could restrict competition.

20.  Export & Sanctions Compliance

You agree to comply with all applicable export control, trade sanctions, and import laws and regulations in connection with your access to and use of the Services. By using the Services, you represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive trade sanctions, that you are not listed on any government list of prohibited or restricted parties (including any person or entity on OFAC restricted lists), and that you are not acting on behalf of any such party.

21.  Limitation of Liability

IN NO EVENT WILL NACD, OR OUR LICENSORS, SERVICE PROVIDERS, FACULTY, SPEAKERS, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NACD’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE MEMBER TO US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

22.  Indemnification

Individual members agree to indemnify and hold harmless NACD and its affiliates and their respective directors, officers, employees, contractors, faculty, partners, speakers, and agents from and against third party claims, demands, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to: (a) your breach of these Terms or applicable Program Terms, Order Materials, policies, Code of Conduct, or applicable law; (b) your misuse of the Services; (c) your content, submissions, data, materials, instructions, or information provided to NACD, or (d) your violation of third-party rights or applicable law.

Corporate Members agree to indemnify and hold harmless NACD and its affiliates and their respective directors, officers, employees, contractors, faculty, partners, speakers, and agents from and against third party claims, demands, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to: (a) use of the Services by the organization or its Authorized Users; (b) breach of these Terms or applicable Program Terms, Order Materials, policies, Code of Conduct, or applicable law by the organization or its Authorized Users; (c) content, submissions, data, materials, instructions, or information provided to NACD by or on behalf of the organization; (d) violation of applicable law, regulation, contractual obligations, fiduciary duties, confidentiality obligations, or third-party rights by the organization or its Authorized Users; (e) decisions, actions, omissions, governance determinations, or other business activities undertaken by the organization in connection with or following participation in the Services; (f) claims by the organization’s employees, directors, officers, board members, shareholders, regulators, customers, vendors, or other third parties relating to use of or reliance upon the Services; or (g) the acts or omissions of the organization’s Authorized Users, employees, contractors, representatives, guests, invitees, or participants.

23.  Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms, other than payment obligations, if such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, severe weather, war, terrorism, civil disturbance, strikes or labor disputes, government orders or actions, public health emergencies, failures of utilities or telecommunications networks, or outages of third-party service providers (each, a “Force Majeure Event”). Performance will be deemed suspended for the duration of the Force Majeure Event, and the affected party will use commercially reasonable efforts to resume performance as soon as practicable. A Force Majeure Event does not entitle you to a refund, reimbursement, or monetary compensation.

24.  Termination and Suspension of Services

NACD reserves the right to refuse, condition, limit, suspend, or terminate your access to any Services, Memberships, Membership Benefits, or Add-On Services, in whole or in part, at any time and without liability, if you violate these Terms, applicable Program Terms, the NACD Event Code of Conduct, the Certification Code of Conduct, the Privacy Policy, applicable law, or if NACD reasonably determines that your continued participation presents legal, security, safety, or reputational risk.

Upon termination or suspension: (a) your right to access the affected Services will immediately cease; (b) all payment obligations incurred prior to termination remain due and payable; and (c) unused Membership Benefits, event entitlements, examination seats, advisory sessions, Add-On Services, and related benefits are forfeited without refund, credit, rollover, or reinstatement. If your Membership is terminated, you are no longer eligible for Membership.

25.  Miscellaneous

Provisions that by their nature should survive termination or expiration will survive. If any provision is found unenforceable, the remaining provisions will remain in full force. NACD’s failure to enforce any provision or exercise any right will not constitute a waiver. You may not assign or transfer your rights or obligations under these Terms without NACD’s prior written consent.

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws provisions, and venue with respect to any dispute will rest exclusively in the state and federal courts located in Virginia.

These Terms, together with the Terms of Use, Privacy Policy, Certification Code of Conduct, NACD Event Code of Conduct, applicable Program Terms, and Order Materials (collectively, the “NACD Agreement”), constitute the entire agreement between the parties regarding the applicable Services and supersede all prior or contemporaneous understandings regarding those Services unless otherwise stated herein.

Last Updated: June 10, 2026