ALM Research Online

TERMS AND CONDITIONS

ALM Legal Intelligence Online (the “Web Site”) Terms of Use: Notice to Individual Registered Users ("Users") ALM Legal Intelligence Online is a Web Site including proprietary search technology, content, and software, wholly owned or licensed by ALM, Inc. and Alacra, Inc. (“Alacra”).

NOTICE TO INDIVIDUAL USERS: Use of the Web Site by you ("User") is subject to the Terms of Use set forth below ("Terms of Use"). By using the Web Site, User signifies knowledge of and agreement to the Terms of Use. If you do not agree to these terms of use, please do not use the Web Site. We reserve the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms periodically for changes. Your continued use of the Web Site following the posting of changes to these terms will mean you accept those changes.

ALM LEGAL INTELLIGENCE ONLINE TERMS OF USE

1. Proprietary Rights in the Web Site: User acknowledges that the Web Site and Content (as defined below) are proprietary to ALM and Alacra or their respective licensors or content providers; that copyrights, trademarks, product or Web Site names, brand names, company names, and logos appearing in the Web Site or Content are the property of their respective owners; that the Web Site, and Content shall remain the exclusive property of ALM and Alacra, such licensors or content providers; and that User has no rights therein other than as expressly set forth herein. User agrees to prevent the unauthorized access, duplication, distribution, modification or other use of the Web Site and Content. Use of any third party software that is provided or used with the Web Site or Content is included for use at User’s option, and all such use shall be governed by such third party's license and not by this Agreement.

2. Restrictions On Use Of Materials: Unless otherwise noted, all materials, including, but not limited to, news articles, images, illustrations, designs, icons, photographs, video clips and audio clips that are part of the Web Site (collectively, the "Content") are protected by copyright and owned, controlled or licensed by ALM, or the party credited as the provider of the Content. You shall abide by all additional copyright notices, information or restrictions contained in any Content accessed through the Web Site. No Content from the Web Site may be copied, reproduced, framed, hyperlinked, republished, downloaded, uploaded, posted, transmitted, or distributed in any way; provided, however, you may download, where specifically permitted, one copy of the Content on any single computer for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices. Copying or storing of any Content for other than personal use is expressly prohibited without prior permission from reprintscustomerservice@alm.com, or the copyright holder identified in the copyright notice contained in the Content. If you wish to build a hyperlink to the Web Site, you may do so provided you agree to cease such link upon request from ALM. No other use is permitted without prior written permission of ALM. Use of any robot, spider, other automatic device, or manual process to monitor or copy the Web Site pages or the Content is strictly forbidden

3. Warranty Disclaimer, Limitation of Liability, Indemnification: THIS WEB SITE AND CONTENT, INCLUDING BUT NOT LIMITED TO, ANY CONTENT, SITE, SITE-LINK OR ANY SITE-RELATED WEB SITE, OR ANY PRODUCT OR WEB SITE ACCESSED, LICENSED OR PURCHASED THROUGH THE WEB SITE, OR ANY SOFTWARE USED IN OR DOWNLOADED FROM THE SITE, IS PROVIDED "AS IS." ALM AND ALACRA, THEIR LICENSORS AND CONTENT PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE FOREGOING, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALM AND ALACRA MAKE NO WARRANTY THAT THE WEB SITE AND CONTENT WILL MEET USER’S REQUIREMENTS OR THAT USE OF THE WEB SITE AND CONTENT WILL BE ACCURATE, COMPLETE; ERROR, DEFECT OR VIRUS FREE; UNINTERRUPTED, OR SECURE. USER SHALL BE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OR DAMAGE TO DATA. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OF THE CONTENT OR WEB SITES DESCRIBED HEREIN IS PROVIDED SOLELY BY THE OWNER, LICENSOR, OR CONTENT PROVIDER OF THAT CONTENT OR WEB SITE, AND NOT BY ALM AND ALACRAUSER AGREES, AND SHALL REQUIRE ANY THIRD PARTY WHO USES THE WEB SITE OR CONTENT THROUGH USER ("THIRD PARTY USER"), TO AGREE THAT IN NO EVENT SHALL ALM AND ALACRA OR ITS LICENSORS OR CONTENT PROVIDERS BE LIABLE FOR THE RESULTS OF USER’S OR THE THIRD PARTY'S USE OF THE WEB SITE OR CONTENT, FOR ITS INABILITY OR FAILURE TO CONDUCT ITS BUSINESS, OR FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA, DAMAGED COMPUTER SYSTEMS OR FILES, OR LOST PROFITS WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE. TOGETHER ALM AND ALACRA SOLE LIABILITY TO USER AND THIRD PARTY USERS FOR ANY AND ALL CLAIMS, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE, WILL NOT EXCEED THE LESSER OF THE AGGREGATE AMOUNT PAID BY USER FOR WEB SITE IN THE PRECEDING TWELVE (12) MONTH PERIOD OR FIVE THOUSAND DOLLARS ($5,000), EVEN IF ALM AND ALACRA HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, LOSS OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. USER AGREES TO DEFEND AND HOLD ALM AND ALACRA, ITS LICENSORS AND CONTENT PROVIDERS HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES OR LIABILITY (INCLUDING ATTORNEY'S FEES) ASSERTED AGAINST ALM OR ALACRA OR ITS LICENSORS OR CONTENT PROVIDERS AS A RESULT OF USE OF THE WEB SITE OR CONTENT UNDER THIS AGREEMENT BY USER OR A THIRD PARTY USER. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

4. Access and Force Majeure: ALM and Alacra will use reasonable efforts to make the Web Site available 24 hours a day, 365 days a year. ALM and Alacra reserve the right to add to or remove any parts of the Web Site at any time without prior notice. Neither ALM nor Alacra shall be responsible for any failure to perform, or delay in performance, in whole or in part, due to unforeseen circumstances or circumstances beyond ALM or Alacra's control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority; communication line, server or Internet failures, attacks or viruses; fire, flood, accidents, strikes, shortages of fuel, labor or materials.

5. Usage By Children Under 13: The Web Site is directed to adults and is not directed to children under the age of 13. ALM cannot prohibit minors from visiting the Web Site. ALM must rely on parents, guardians and those responsible for supervising children under 13 to decide which materials are appropriate for such children to view and/or purchase. ALM complies with the Children's Online Privacy Protection Act and does not permit registration by and will not knowingly collect personally identifiable information from anyone under 13. This requirement will be posted wherever ALM collects data within the Web site, such as during the registration process.

6. Member Account: : If you register as a user of this Web Site, you will be assigned a username and password that is unique to you. You are responsible for maintaining the confidentiality of the username and password, and responsible for all activities that occur under your username and password. You agree to notify ALM of any unauthorized use of your username and password or any other breach of security.

7. Fees And Payments: ALM reserves the right at any time to charge fees for access to portions of the Web Site or the Web Site as a whole. However, in no event will you be charged for access to the Web Site unless we obtain your prior agreement to pay such charges. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred. You shall pay all applicable taxes relating to use of the Web Site through your account.

8. E-Mail And Public Communication: : "Forum" means letters, e-mails or other types of communications to the editors, Webmaster(s) or employees of ALM, and messages posted in connection with online seminar discussions on the Web Site. You shall not upload to, distribute through, or otherwise publish through a Forum on the Web Site any content which is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise give rise to liability or violate any law.

The Forums shall be used only in a noncommercial manner. You shall not, without our express approval, distribute or otherwise publish any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or web services. You specifically acknowledge that soliciting other guests of the Web Site to join or become members of any commercial online or offline web site or other organization is expressly prohibited.

Subject to the terms of the ALM privacy policy, in general, we will not monitor or edit the contents of Forum materials unless required in the course of normal maintenance of the Web Site and its systems or unless required to do so by law or in the good-faith belief that such action is necessary to: (1) comply with the law or comply with legal process served on ALM; (2) protect and defend the legitimate business interests, rights or property of ALM, its users, advertisers, customers, sponsors, advertisers or affiliates; or (3) act in an emergency to protect the personal safety of our guests or the public. Users shall remain solely responsible for the content of their communications. ALM has the right but not the obligation to monitor and edit or remove any Forum communications and content.

By uploading materials to any Forum or submitting any materials to us, you automatically grant (or warrant that the owner of such rights has expressly granted) us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe. In addition, you warrant that all so-called "moral rights" in those materials have been waived.

9. Invoices, Payment and Taxes: User shall pay Alacra for the Web Site fees shown on the order form and for all subsequent invoices for access and use of the Web Site and Content. All invoices from Alacra are due upon receipt. Transactional downloads are billed at time of purchase. Alacra reserves the right to cancel this agreement at any time without prior notice for failure to pay. Overdue amounts shall bear interest at a rate of 1.5% per month, but no greater than the maximum permitted by law. User is responsible for all sales, use, property or similar taxes and all customs, VAT, tariffs, duties or similar import fees applicable to the transactions described herein and attorney's and Web Site fees resulting from collections of overdue invoices.

RETURN & REFUND POLICY: All purchases are final. User is provided at the time of purchase a full product description and sample for viewing. As such, a refund for purchases cannot be made per se, however upon agreement between ALM, Alacra and the User, a discount or credit towards future purchase may be given if deemed appropriate.

10. Term: Alacra grants to User a license to use the Web Site set forth in this Agreement. Downloaded products will be available in the User’s shopping cart for a period of 30 days.

11. Jurisdiction: Unless otherwise specified, the Content on the Web Site is presented solely for the purpose of promoting publications and other products available in the United States, its territories, possessions, and protectorates. The Web Site is controlled and operated by Alacra from its offices within the State of New York. Neither ALM nor Alacra makes any representation that Content on the Web Site is appropriate or available for use in other locations. Those who choose to access the Web Site from other locations do so on their own initiative and are responsible for establishing the usability or correctness of any information or Content under any or all jurisdictions and the compliance of that information or Content with local laws, if and to the extent local laws are applicable. All users, including those users who access the Web Site from a country other than the U.S., agree that the laws of the State of New York shall govern any dispute, including those arising from ALM's use of personal information or otherwise relating to privacy, as specified in the Privacy Policy.

12. Termination: These terms are effective until terminated by either party. You may terminate these terms at any time by destroying all Content obtained from the Web Site and all related documentation and all copies and installations thereof, whether made under these terms or otherwise. The privileges granted to you by these terms, including the maintenance of a member account, will terminate immediately without notice from ALM if, in ALM's sole discretion, you fail to comply with any term or provision of these terms. Upon termination, you must destroy all Content obtained from the Web Site and all copies thereof, whether made under these terms or otherwise. ALM may take such further action as ALM determines to be appropriate under the circumstances to eliminate or preclude repeat violations, and ALM shall not be liable for any damages of any nature suffered by any customer, user, or any third party resulting in whole or in part from ALM's exercise of its rights under these terms and conditions.

13 Exceptions to Exclusions and Limitations: Some states do not allow the exclusion or limitation of implied warranties or of incidental or consequential damages, so the above limitations may not apply. User may also have other rights, which vary from state to state.

14. Export Controls and User Representations: User may not export or re-export any underlying software, technology or other Content accessed through the Web Site, except in full compliance with this Agreement and all U.S. and other applicable laws and regulations. In particular, but without limitation, none of the underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's or State Department's Table of Denial Orders. User represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list. User agrees to indemnify and hold harmless and defend each of ALM and Alacra against any and all liability arising from or relating to User’s breach of this Section.

15. Non-Transferability: Your right to use this Web Site is not transferable. Any password or right given to you to obtain information is not transferable.

16. Not Legal Advice: The Content contained on the Web Site has been prepared by ALM as a Web Site to its readers and the Internet community and is not intended to constitute legal advice. ALM has used reasonable efforts in collecting, preparing and providing quality information and material, but does not warrant or guarantee the accuracy, completeness, adequacy or currency of the information contained on or linked to the Web Site. Users of information from the Web Site or links do so at their own risk.

17. Other Products: Any reference made by the Web Site to any specific commercial product, process, or web site (or provider of such product, process or web site) by trade name, trademark, hyperlink, or otherwise, does not constitute or imply an endorsement, recommendation, or favoring by ALM. Content on the Web Site may be provided by third parties and users. Any opinions, advice, statements, web sites, offers or other information expressed or made available by third parties, including information providers, users or others, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of ALM.

18. Links To Other Web Sites: To the extent that the Web Site contains links to outside web sites and resources, ALM does not control the availability and content of those outside web sites and resources. Any concerns regarding any such web site or resource, or any link thereto, should be directed to the particular web site or resource.

19. Governing Law and Severability: Any questions concerning the validity, construction, or performance of this agreement shall be governed by the internal laws of the State of New York, or, where there is no applicable state law, the law of the U. S., without regard to the principles of conflict of laws and as if this Agreement was a contract wholly entered into and wholly performed within the State of New York. The parties agree to exclusive jurisdiction of the Federal or State Courts in the County and State of New York and waive any jurisdictional, venue or inconvenient forum objections to such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, such provision shall be reformed to as nearly as possible approximate the intent of the parties and all other provisions shall remain in full force and effect.