Disclaimer


1. Acceptance of Terms
 
The Proskauer Rose LLP (“Proskauer,” “we,” or “us”) Alumni Network allows you to connect with and learn about your Proskauer colleagues, both past and present. The following Terms of Service (“TOS”) govern your access and use of the Alumni Network Web site (“Alumni Site”) and all of the information, tools, features, and functionality made available on or through the Alumni Site (collectively, the “Services”). 

BY ACCESSING THE ALUMNI SITE OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TOS, AS THEY MAY BE AMENDED FROM TIME TO TIME. YOU MAY NOT USE THE SERVICES AND YOU MAY NOT ACCEPT THESE TOS IF YOU ARE NOT OF A LEGAL AGE TO FORM A BINDING CONTRACT. BY USING THE SERVICES, YOU REPRESENT THAT YOU HAVE THE CAPACITY TO BE BOUND BY THESE TOS. 

2. User Information 
In order to access or use some parts of the Alumni Site or the Services, you may be required to submit certain personal information. Our information collection and use policies with respect to the Alumni Site are set forth in the Alumni Site’s Privacy Policy, which is incorporated herein by reference for all purposes. When submitting information to the Alumni Site, you agree to (a) provide only true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete. 

3. Member Account, Password and Security 
You will receive/create a password and account designation upon completing the Services’ registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Proskauer of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Proskauer cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

4. Submitted Materials 
We do not solicit nor do we wish to receive any confidential, secret, or proprietary information or other material from you through the Alumni Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our chat rooms, message boards, and/or our blogs, or send to us via e-mail) (“Submitted Materials”) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with these TOS and our Privacy Policy. By submitting, posting, or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived, and (ii) you grant us and our affiliates, subject to our privacy policy, a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submitted Materials that you provide to us, and we may delete or destroy any such Submitted Materials at any time. 

5. Private or Sensitive Information on Public Forums 
It is important to remember that comments submitted to a forum may be recorded and stored in multiple places, both on the Alumni Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually. It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and, in particular, you should not disclose sensitive, proprietary or confidential information in your comments to our public forums. 

6. Rules of Conduct 
While accessing or using the Alumni Site, the Services, and the Site Content, in addition to any other supplementary terms, rules and/or guidelines that may be posted, you agree that you shall not:

  • impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity;
  • reproduce, duplicate, copy, download, sell, resell, or otherwise exploit the Alumni Site, the Services or any Site Content, or any portion hereof, for commercial use (other than professional networking);
  • or offer to buy or sell any product or service on or through the Alumni Site;
  • alter, edit, delete, remove, fail to display, otherwise change the meaning or appearance of, or repurpose any of the Site Content (or attempt to do any of the foregoing), including, without limitation, any trademarks, trade names, logos, service marks, promotional taglines, or any other proprietary content or proprietary rights notices included therein or thereon;
  • obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Alumni Site through any means, including through means not intentionally made publicly available or provided for through the Alumni Site;
  • engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on the Alumni Site, or obtaining lists of users or other information from or through the Alumni Site, including, without limitation, any information residing on any server or database connected to the Alumni Site;
  • use the Alumni Site or the Services in any manner that could interrupt, damage, disable, overburden or impair the Alumni Site or interfere with any other party's use and enjoyment of the Alumni Site or the Services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
  • circumvent, reverse engineer, decrypt, or otherwise alter or interfere (or attempt, encourage or support any one else’s attempt to do any of the foregoing) with the Alumni Site, the Services, or any software on the Alumni Site;
  • upload, post, transmit, distribute or otherwise publish to, on or through the Alumni Site, any information, content or materials which are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, incendiary, pornographic, profane, sexually explicit or indecent, including without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
  • use the Alumni Site, the Services, or the Site Content to, or in any other manner, violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;
  • upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind; or
  • use the Alumni Site, the Services, or any Site Content, in whole or in part, in violation of any applicable law.

7. Electronic Communications 
You hereby consent to receive communications from us electronically, including, for example, via email. We do not accept any liability or responsibility for emails or other electronic communications that are intercepted, garbled, lost or not received. 

8. Proprietary Rights 
As between you and us, and except for your Submitted Materials (as defined in Section 5 above), we own, solely and exclusively, all rights, title and interest in and to the Alumni Site, the Services, all the content (including, but not limited to, all audio, photographs, images, illustrations, renderings, drawings, Webcasts, RSS feeds, podcasts, reports, papers, research, other services, graphics, charts, logos, widgets, gadgets, applets, other distributable applications, other visuals, video and copy), software, code, data and other materials thereon (collectively, the “Site Content”), the look and feel, design and organization of the Alumni Site, and the compilation of the Site Content, including but not limited to any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein. Your use of the Alumni Site or the Services does not grant to you ownership or title of, in or to any Site Content or any other part of the Alumni Site or the Services. 

9. Limited License 
Subject to the terms and conditions set forth herein, you may access, view, use and display the Alumni Site, the Services, and Site Content on your computer or other Internet-capable device, provided that you comply fully with these TOS. The Alumni Site, the Services, and Site Content are for your personal (including professional networking) and noncommercial use only. 

10. Trademarks 
The trademarks, logos, service marks and trade names that may be displayed on the Alumni Site are registered and unregistered trademarks of Proskauer and other persons (collectively, the “Trademarks”), and may not be used unless authorized expressly on the Alumni Site, in these TOS, or by the applicable Trademark owner. Nothing contained on the Alumni Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Alumni Site without our written permission or that of the third party rights holder. 

11. Right to Monitor and Editorial Control 
We reserve the right (but do not have nor assume any obligation) to monitor and/or review information and materials submitted to the Alumni Site. We are not responsible for any such materials. However, we reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request (subject to our Privacy Policy), or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion, are objectionable or in violation of these TOS, any of our policies or applicable law. 

12. Indemnification 
You agree to defend, indemnify and hold us and our directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from (i) your use of the Alumni Site, the Services, or the Site Content, (ii) your Submitted Materials, in whole or in part, or (iii) your breach or violation of the law or these TOS. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with any such defense. 

13. Third Party Web Sites 
You may be able to link from the Alumni Site to third party web sites and third party web sites may link to the Alumni Site (“Linked Sites”). You acknowledge and agree that we have no responsibility for any information, content, advertising, products, services or other materials on any Linked Sites, and that links to Linked Sites do not necessarily constitute an endorsement, approval or sponsorship by us. If you choose to rely on any Linked Site, you are doing so at your own risk and you assume all responsibilities and consequences resulting from such choice. 

14. DISCLAIMER OF WARRANTIES 
THE SITE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE ALUMNI SITE OR PROVIDED THROUGH THE SERVICES (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE” BASIS. PROSKAUER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE ALUMNI SITE OR OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. 

PROSKAUER MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE ALUMNI SITE OR OF THE SERVICES (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. PROSKAUER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

15. LIMITATION OF LIABILITY 
IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE, OR ANY OF OUR DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE ALUMNI SITE OR THE SERVICES, YOUR PROVISION OF INFORMATION OR CONTENT VIA THE ALUMNI SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE PROTECTED ENTITIES BE RESPONSIBLE OR LIABLE FOR OR IN CONNECTION WITH ANY DISPUTE BETWEEN OR AMONGST USERS OF THE ALUMNI SITE OR THE SERVICE, OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE ALUMNI SITE. YOU UNDERSTAND AND AGREE THAT (I) THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND (II) THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THESE TOS WITHOUT THESE LIMITATIONS ON LIABILITY. 

16. Jurisdictional Issues 
The Alumni Site is intended for users who are located in the United States of America. To the fullest extent permitted by applicable law, we do not represent that materials on the Alumni Site are appropriate or available for use in other locations. Persons who choose to access the Alumni Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. 

17. Termination or Modification 
We may terminate, change, suspend or discontinue the Alumni Site or the Services (or any aspect thereof) at any time. In addition, we may restrict, suspend or terminate (in whole or in part) your access to the Alumni Site, the Services, or any Site Content if we believe you are in breach of these TOS or applicable law, or for any other reason without notice or liability to you or any third-party. If your account is terminated, Proskauer may immediately deactivate or delete any information or files in your account and/or bar any further access to such information or files. We have a policy of terminating the access rights of users who have violated third party intellectual property rights on or through the Site. 

Any suspected fraudulent, abusive or illegal activity in connection with your use of the Alumni Site or the Services may be referred to appropriate law enforcement authorities. 

18. Miscellaneous 
These TOS and the relationship between you and us shall be governed by the laws of the United States and the State of New York, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the TOS shall be commenced and be heard in the appropriate court in the State of New York, County of New York. You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services or these TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. Our failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

Effective Date: March 28, 2011