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Terms & Conditions

Cadwalader, Wickersham & Taft LLP ("Cadwalader", "we," or "us") welcomes you to the Cadwalader Alumni Website (the "Alumni Site"). The Alumni Site allows you to connect with and learn about your Cadwalader colleagues both past and present. The following terms and conditions ("Terms & Conditions") govern your access and use of the Alumni Site and all of the information, tools, features and functionality made available on or through the Site. By accessing or using the Alumni Site, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms & Conditions.

 

Unless explicitly stated otherwise, any new features that augment or enhance the current Alumni Site shall be subject to the Terms & Conditions. You understand and agree that the Alumni Site is provided "AS-IS" and that Cadwalader assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. Please note that if you visit other areas of the Cadwalader website, you are subject to the terms and conditions applicable for that area and you should consult such terms and conditions. All such terms and conditions are incorporated by reference into these Terms & Conditions.

 

1. Privacy

 

In order to access or use some parts of the Alumni Site you may be required to submit certain personal information. Our information collection and use policies with respect to your personal information are set forth in our Privacy Policy. Please review our Privacy Policy so that you may understand our privacy practices.

 

2. Registration Obligations

 

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. If you provide any information that is untrue, inaccurate, not current or incomplete or Cadwalader has a reasonable ground to suspect that such information is untrue, inaccurate, not current or incomplete, Cadwalader has the right to suspend or terminate your account and refuse any and all current or future use of the Alumni Site (or any portion thereof).

 

3. Disclaimer

 

The information contained in the Alumni Site is provided for informational purposes only and should not be construed as legal advice on any subject matter.

 

No visitor to the Alumni Site should act or refrain from acting on the basis of any content included in the Alumni Site without seeking the appropriate legal or other professional advice on the particular facts and circumstances at issue from an attorney licenses in the recipient's state.

 

4. Member Account, Password and Security

 

You will receive/create a password and account designation upon completing the Alumni Site 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. If you allow third parties to access the Company's Web Site through your username and password, you will defend and indemnify Cadwalader against any liability, costs or damages arising out of claims or suits by such third parties based upon or relating to such access and use. You agree to (a) immediately notify Cadwalader 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. Cadwalader cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. We reserve the right to revoke your user name and password and refuse service for any reason, in our sole discretion, without prior notice.

 

5. Submitted Materials

 

Any information that you submit to us will be deemed not to be confidential or secret, and may be used by us in any manner consistent with these Terms & Conditions and our Privacy Policy. By submitting, posting or sending materials to us, you (i) represent and warrant that the materials are original to you, that no other party has any rights thereto, and that any "moral rights" in such 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, created derivative works from, distribute, perform, display, make, sell and export such material 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 material you provide to us, and we may delete or destroy any such material at any time.

 

6. 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.

 

7. Third-Party Links

 

We are not responsible for the content of any websites linked to or from the Alumni Site. Links appearing on the Alumni Site are for convenience only and are not an endorsement by us of the referenced content, product, service or supplier. Your linking to or from any other websites is at your own risk. We are not responsible for examining or evaluating, and we do no warrant the offerings of, any other websites, nor do we assume any responsibility or liability for the actions, content, products or services of such websites. You should carefully review the terms and conditions and privacy policies of all other websites that you visit.

 

8. Rules of Conduct

 

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such content originated. This means that you, and not Cadwalader, are entirely responsible for all content that you upload, post, e-mail or otherwise transmit via the Alumni Site. While accessing or using the Alumni Site, 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;

 

  • "stalk" or otherwise harass another;

 

  • Harm minors in any way;

 

  • reproduce, duplicate, copy, download, sell, resell or otherwise exploit the Alumni Site or any Site content or any portion thereof, for commercial use (other than professional networking);

 

  • upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

 

  • offer to buy or sell any goods or services on or through the Alumni Site unless the Alumni Site specifically allows such messages;

 

  • Alter, edit, delete, remove, fail to display, otherwise change the meaning or appearance of, or repurpose any of the content on the Alumni Site, or attempt to do so, including, without limitation, any trademarks, trade names, logos, service marks, promotional taglines, or any other proprietary content or proprietary rights notices included on the Alumni Site;

 

  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Alumni Site;

 

  • obtain or attempt to gain unauthorized access to other computer systems, materials, information or any service available on or through the Alumni Site through any means;

 

  • 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;

 

  • use the Alumni Site 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;

 

  • circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Alumni Site or any software on the Alumni Site;

 

  • Upload, post, 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;

 

  • upload, post, e-mail or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

 

  • use the Alumni Site, to violate, plagiarize or infringe the rights of third parties;

 

  • download any file posted by another user of the Alumni Site that you know, or reasonably should know, cannot legally be distributed in such manner;

 

  • 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; or

 

  • use the Alumni Site in violation of any applicable law.

 

 

9. No Unlawful or Prohibited Use

 

As a condition of your use of the Alumni Site you warrant to Cadwalader that you will not use the Alumni Site for any purpose that is unlawful or prohibited by these terms, conditions, or notices. You may not use the Alumni Site in any manner which could damage, disable, overburden, or impair the Alumni Site or interfere with any other party's use and enjoyment of the Alumni Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Alumni Site. You understand that using Cadwalader's web site for an illegal purpose or to transmit content that is unlawful, harassing, libelous, invasive of another's privacy, harmful, vulgar, obscene, or otherwise objectionable, may result in removal of content and/or termination of your membership

 

10. Electronic Communications/Notices

 

You hereby consent to receive communications from us electronically. We do not accept any liability or responsibility for emails or other electronic c communications that are intercepted, garbled, lost or not received. We may also provide notices of changes to these Terms & Conditions or other matters by displaying notices or links to notices to you generally on the Alumni Site.

 

11. Special Admonitions for International Use

 

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

 

12. Proprietary Rights

 

As between you and us, and except for any materials you submit to the Alumni Site, we own all rights, title and interest in and to the Alumni Site and all the content, software, code, data and other materials on the Alumni Site, the look and feel, design and organization of the Alumni Site, and the compilation of the content of the Site, including but not limited to any intellectual property rights. Your use of the Alumni Site does not grant you ownership or title of, in or to any content of the Alumni Site or any other part of the Cadwalader Website.

 

13. Limited License

 

Subject to these Terms & Conditions, we grant you a limited, revocable, and non-exclusive license to access and use the Alumni Site for individual on your computer or other Internet-capable device. Any unauthorized use by You of the Alumni Site terminates the limited license without prejudice to any other remedy provided by applicable law.

 

Subject to these Terms & Conditions you may print, download, and store content from the Alumni Site for your own convenience by you may not copy, distribute or otherwise violate the Rules of Conduct set forth above.

 

14. Trademarks

 

The trademarks, logos, service marks and trade names that may be displayed on the Alumni Site are registered and unregistered trademarks of Cadwalader and other persons and may not be used unless authorized expressly on the Alumni Site, in these Terms & Conditions or by the applicable trademark owner. Nothing contained on the Alumni Site should be construed as granting, by implication or otherwise, any license or right to use any trademark displayed on the Alumni Site without our written permission or that of the trademark's owner.

 

15. Right to Monitor and Editorial Control

 

Cadwalader does not control all of the content posted via the Alumni Site and, as such, does not guarantee the accuracy, integrity or quality of such content. Under no circumstances will Cadwalader be liable in any way for any content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed or otherwise transmitted via the Service.

 

We reserve the right (but not the obligation) to monitor and/or review information and materials submitted to the Alumni Site. We are not responsible for any such materials. 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 that in our sole discretion as objectionable or for any reason. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. In this regard, you acknowledge that you may not rely on any content created by Cadwalader or submitted to Cadwalader, including, without limitation, information in the company news section, and in all other parts of the Service.

 

16. Indemnification

 

You agree to defend, indemnify and hold Cadwalder, its partners and 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, (ii) any material you submit to the Alumni Site; or (iii) your breach of the law or these Terms & Conditions. 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.

 

17. No Resale of Service

 

Unless otherwise specified, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the Service, use of the Service, or access to the Alumni Site.

 

18. General Practices Regarding Use and Storage

 

You acknowledge that Cadwalader may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that content will be retained by the Alumni Site, the maximum disk space that will be allotted on Cadwalader's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Alumni Site in a given period of time. You agree that Cadwalder has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Alumni Site. You acknowledge that Cadwalader reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Cadwalader reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

 

19. Disclaimer of Warranties

 

THE ALUMNI SITE AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE ALUMNI SITE ARE PROVIDED TO YOU ON AN "AS IS" AND "WHEN AVAILABLE" BASIS. CADWALADER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE ALUMNI SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

 

CADWALADER MAKES NO REPRESENTATIONS WARRANTIES, EXPRESS OR IMPLIED, OR GUARANTIES REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE ALUMNI SITE AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. CADWALADER MAKES NO REPRESENTATION WARRANTY, EXPRESS OR IMPLIED, OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE 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, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

 

20. Limitation of Liability

 

IN NO EVENT, SHALL Cadwalader or any of its partners or employees 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, YOUR PROVISION OF INFORMATION OR CONTENT VIA THE ALUMNI SITE, LOST BUSINESS OR LOST SALES. IN NO EVENT SHALL CADWALADER BE RESPONSIBLE OR LIABLE FOR, OR IN CONNECTION WITH, ANY DISPUTE BETWEEN OR AMONG USERS OF THE ALUMNI SITE OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED EXCHANGE 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 TERMS & CONDITIONS WITHOUT THESE LIMITATIONS ON LIABILITY

 

21. 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 to the extent applicable.

 

22. Termination or Modification

 

We may terminate, modify, suspend or discontinue the Alumni Site at any time. In addition, we may restrict, suspend or terminate your access to the Alumni Site if we believe you are in breach of these Terms & Conditions, applicable law, or for any other reason without notice or liability to you or any third party. If your account is terminated, we may immediately deactivate or delete any information or files in your account and/or bar any further access to such information or files.

 

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.

 

23. Miscellaneous

 

These Terms & Conditions and the relationship between you and us shall be governed by the laws of the State of New York , without regard to its conflict of l aw provisions. You agree that any cause of action that may arise under these Terms & Conditions shall be filed and heard in the courts of the State and County 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 Alumni Site or these Terms & Conditions much be filed within one year after such cause of action arose. Our failure to exercise or enforce any right or provisions of these Terms & Conditions shall not constitute a waiver of such right or provisions. If any provision of these Terms & Conditions is found to be invalid, the parties agree that the remaining provisions remain in effect.

 

24. Violations

 

Please report any violations of the Terms & Conditions to our Administration Department.