Terms of Use Agreement  

1. Agreement Between IDA and User

This Terms of Use Agreement (“Agreement”) is a binding contract between the International Downtown Association (“IDA,” “we,” “us,” or “our”) and you, the user (“you” or “your”), governing your use of our website located at https://downtown.org (“Site”). By accessing or using the Site, you agree to be bound by this Agreement. If you do not agree, please do not use the Site.

2. Modifications to Terms

We may update or modify these Terms at any time. Changes will be effective immediately upon posting. Your continued use of the Site after changes are posted constitutes your acceptance of the revised Terms.

3. No Professional Advice

Content on the Site is provided for informational and educational purposes only and does not constitute legal, financial, or professional advice. You should consult appropriate professionals for specific guidance.

4. Privacy Policy

Your use of the Site is also governed by our https://downtown.org/privacy-policy, which explains how we collect, use, and protect your personal information.

5. Acceptable Use

You agree not to:

• Use the Site for unlawful purposes
• Upload or transmit harmful content (e.g., viruses, defamatory material)
• Violate intellectual property rights
• Attempt to gain unauthorized access to any part of the Site
• Use automated tools (e.g., bots, scrapers) to access or copy Site content

6. Intellectual Property

All content on the Site, including text, graphics, logos, and software, is the property of IDA or its licensors and is protected by copyright and trademark laws. You may not reproduce, distribute, or create derivative works without our written permission.

7. Copyright Infringement Claims (DMCA Notice)

IDA respects the intellectual property rights of others and expects users of the Site to do the same. If you believe that your copyrighted work has been copied or used in a way that constitutes copyright infringement, you may submit a notice under the Digital Millennium Copyright Act (“DMCA”) by providing the following information in writing to our designated agent:

• A physical or electronic signature of the copyright owner or authorized representative;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing and information reasonably sufficient to locate the material on the Site;
• Your contact information, including name, address, telephone number, and email address;
• A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Designated DMCA Agent:

International Downtown Association
Attn: DMCA Agent
Email: customerservice@downtown.org
Address: 1275 K Street NW, Suite 1000, Washington, DC 20005, U.S.
Phone: 202.393.6801

Upon receipt of a valid DMCA notice, IDA will investigate and take appropriate action, which may include removing or disabling access to the allegedly infringing material.

8. Third-Party Links

The Site may contain links to third-party websites. We are not responsible for the content or practices of those sites. Use them at your own risk.

9. Accounts, Passwords and Security

Certain features or services offered on or through IDA’s websites require a user identification and password to access and use, and certain services may require additional codes. You are solely responsible for (1) maintaining the strict confidentiality of the user identification, passwords and codes (“User Information”) assigned to you; (2) charges, damages or losses that may be incurred or suffered as a result of your or your agent’s failure to maintain the strict confidentiality of User Information; and (3) promptly informing IDA in writing of any need to deactivate or replace any User Information due to security concerns. IDA is not liable for any harm related to the theft of Your User Information, Your disclosure of Your User Information, or your authorization to allow another person or entity to access and use the Members Only Site using Your User Information. You agree to notify IDA immediately as soon as you become aware of any unauthorized use of Your User Information. Notice to IDA under this section of the Agreement may be accomplished by sending e-mail to customerservice@downtown.org or by conventional mail to: 1275 K Street NW, Suite 1000, Washington, DC 20005, U.S.

10. Termination

We reserve the right to suspend or terminate your access to the Site at our discretion, without notice, for any reason, including violation of these Terms.

11. Disclaimers and Limitation of Liability

The Site is provided “as is” without warranties of any kind. We are not liable for any damages arising from your use of the Site, including but not limited to loss of data, profits, or business opportunities.

12. Indemnification

You agree to indemnify, defend, and hold harmless IDA and its officers, directors, employees, agents, affiliates, licensors, and service providers from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of or access to the Site; (b) your violation of these Terms; (c) your violation of any applicable law, rule, or regulation; or (d) your infringement or misappropriation of any intellectual property or other rights of any third party. IDA reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully with IDA in asserting any available defenses.

13. Governing Law

This Agreement is governed by the laws of the District of Columbia. Any disputes shall be brought exclusively in the federal or local courts located in the District of Columbia, and the parties consent to the personal jurisdiction and venue of such courts.

14. Contact Information

For questions about these Terms, please contact us at customerservice@downtown.org.

Effective Date: June 12, 2026