This agreement (“Agreement”) is entered into between Essex Lake Group, LLC (“Us”, “We” or “Our”) and you (“You” or “Your”). In order to use the website (“Site”), You must accept the terms and conditions stated below.
1. Description of the Site
The Site is a publicly accessible website that allows users to provide and access information relating to various industries and practice areas (“Services”). In order to access or utilize certain aspects of the Site, You may be required to utilize certain account codes (“Access Codes and User Account”) with Us (for example, We may supply You with invitation codes that allow You to access certain portions of the Site, or We may ask You to provide certain information relating to Your authorized access). From time-to-time, We may offer various types of access to the Site which provide varying degrees of access and functionality. You are solely responsible for maintaining the confidentiality of information relating to Your Access Codes and User Account. It is strongly recommended that You log out and close all windows when You conclude your sessions with the Site. You understand and agree You are solely responsible for all activities that occur through Your Access Codes and User Account. Additional information regarding the User Accounts may be found www.essexlg.com.
2. Acceptance of Terms
a. Your Acceptance of These Terms. You agree that this Agreement forms a legally binding agreement between You and Us relating to Your ability to use the Site and the Services provided therein. By: (i) indicating Your acceptance at the end of this Agreement in the manner We provide to You; or (ii) using the Site, You agree to all of the terms and conditions set forth in this Agreement. You agree to use the Site only for lawful purposes permitted under this Agreement and in accordance with applicable law in Your relevant jurisdiction. If You do not agree to all of the terms and conditions, You may not use the Site. You may not access, use, or provide any information to the Site if You are barred or restricted from such under the laws of any country in which You are a citizen or resident, or from which You access the Site.
c. Age Requirement. You must be at least 18 years of age to use this Site. By using this Site, You certify that You are at least 18 years of age.
3. Your Right to Use the Site
a. Access to the Site. Subject to the terms set forth in this Agreement, We grant to You a limited, non-exclusive, non-transferable, and terminable license to use the Site. All rights not expressly granted to You are reserved by Us.
b. Proprietary Rights. You acknowledge and agree that the Site contains proprietary Services and confidential information that belongs to Us or Our licensors. You agree that the Services and confidential information are protected by laws, including, but not limited to, laws relating to patents, copyrights, trademarks, trade secrets, other proprietary and intellectual property rights, unfair competition, and privacy (collectively, “Proprietary Rights”).
i. You understand and agree that all information, including, but not limited to, text, graphics, pictures, audio, video, links, addresses, data, functionality, Services, and other materials (“Content”) that You obtain through the Site (collectively, “Content”) is the responsibility of the entities who post such Content and not Our responsibility (unless it is Our Content). You are entirely responsible for Your Content. We do not control all Content available through the Site nor do We have any obligation to review, refuse, or remove any Content available through the Site. You understand and agree that You may be exposed to materials and Content that You may find offensive, indecent, or objectionable, and agree that You use the Site at Your sole risk.
ii. You understand and agree that We shall have a perpetual, irrevocable, unrestricted, and worldwide right to use, create derivative works from, publish, reproduce, and sublicense any of Your Content, and You hereby waive any claims for any intellectual property, proprietary, moral, artistic rights (including, but not limited to, the right of attribution), privacy, or publicity violations by Us.
d. Accurate Information. You agree to provide accurate, current and complete information concerning Your Access Codes and User Account and to use reasonable efforts to maintain and promptly update the information to keep it accurate, current, and complete. You agree that if You provide information that is intentionally inaccurate, not current or incomplete in a material way, or We have reasonable grounds to believe that such information is untrue, inaccurate, not current or complete in a material way, We have the right to suspend or terminate Your use of the Site, any portion thereof, or any products, services, or other benefits You receive from Us relating to the Site.
4. Your Obligations Concerning Behavior
a. No Reverse Engineering. You understand and agree that the rights granted to You are provided on the condition that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile, publicly display, retransmit, sell, lease, or transfer the Site, Services, or any part thereof, or likewise attempt to discover any source code, modify the Site in any manner or form, or use unauthorized modified versions of the Site, including (without limitation) for the purpose of building a similar or competitive product or Site or for the purpose of obtaining unauthorized access to the Site. You agree not to access the Site by any means other than the interfaces that We provide to You. Except for the limited purpose authorized under this Site and Your Access Codes and User Account, You are expressly prohibited from sublicensing Your right to use the Site to any third party or from permitting any Person other than You to use the Site under Your Access Codes and User Account.
b. Unacceptable Material. You agree that You will not e-mail, upload, post, distribute, display, or otherwise make available or transmit to, on, through, or in anyway in connection with the Site:
i. any data, text message, image, video, audio, file, or other material that an ordinary person would or that We deem to be: (1) defamatory, abusive, hateful, harassing, threatening, or stalking; (2) indecent, obscene, pornographic, profane, racist, sexually explicit, or ethnically or culturally offensive; (3) in support of or encouraging violence, hatred, terrorism, or illegal acts or the containing discussion of any illegal acts with an intent to commit them; (4) otherwise objectionable at Our sole discretion; and (5) not suitable for persons under the age of 18;
ii. any data, text message, image, video, audio, file, or other material that violates, dilutes, plagiarizes, misappropriates, or infringes the rights of any third-party including, without limitation, copyright, patent, trademark, trade secret, confidentiality obligation, a right of privacy or publicity, or any other proprietary right;
iii. any person’s personal information without that person’s express consent;
iv. any data, text message, image, video, audio, file, or other material that contains a virus, spyware, time bomb, worm, “Trojan horse,” bot, any automated use of the system (e.g. scripts) that performs actions without the consent of the user, or other harmful component;
v. any unauthorized advertisements, promotional materials, chain letters, pyramid schemes, petitions, or other solicitations of any kind;
c. Unacceptable Behavior. You also agree not to, in anyway in connection with the Site:
i. impersonate any person or entity or falsely state or otherwise misrepresent Your identity or affiliation with any person or entity, or misrepresent any third-party’s identity or affiliation with any person or entity;
ii. engage in any illegal, disruptive, or destructive acts including, without limitation, “trolling”, “flaming”, “flooding” or “spamming” (such terms have common meanings within the context of the internet), or cause any unnecessary network usage or violate any service provider’s or carrier’s terms of service;
iii. solicit or collect personal data including telephone numbers, addresses, last names, or e-mail addresses of other users;
iv. perform any action that impermissibly results in charges or has an impact on any other user, service provider, or carrier;
v. provide any link to or web address of a website that contains material that would violate the terms of this Agreement.
d. Your Interactions. You are entirely responsible for Your interactions with individuals, organizations, and third-parties through the Site. Such interactions are solely between You and such individuals, organizations, and third-parties. You understand and agree that: (i) We are not responsible or liable for any injury, loss, or damage You incur as a result of any of Your interactions; and (ii) We will not become involved in the event of a dispute between You any and any other individual, organization, or third-party.
5. Confidential Information
a. You understand and agree that You will provide to Us, and We may provide to You certain information, some of which may be considered to be “Confidential Information.” Confidential Information will remain the sole and exclusive property of the party disclosing the Confidential Information and may not be disclosed to any third-party without the prior written consent of the party disclosing the Confidential Information. We agree to protect Confidential Information in the same manner We protect the confidentiality of similar information and data of Our own, and at all times We will exercise no less than a reasonable degree of care. Similarly, You agree to protect Confidential Information in the same manner You protect the confidentiality of similar information and data of Your own, and at all times, You will exercise no less than a reasonable degree of care. Items will not be deemed to be Confidential Information: (i) if they are available to the public; (ii) if they are rightfully received from a third-party who is not in breach of any obligation of confidentiality to You or Us, as applicable; (iii) if they are independently developed by You or Us without use of the Confidential Information; (iv) if they are known to You or Us at the time they are disclosed (other than under a separate confidentiality obligation); or (v) if they are produced in compliance with applicable law or a court order, provided the other party is given reasonable notice of the same. The Site (including any ancillary goods or services) shall at all times be Our Confidential Information, including following any termination of this Agreement. We may use Your information (including Your Confidential Information): (a) to communicate with You; (b) to evaluate Your use of the Site, the Services You obtain via the Site, and any information You provide to Us; (c) to improve any products and services provided by or associated with the Site; and (d) in connection with any lawful purpose relating to the Site.
b. Disclosure of Certain Services. You authorize Us to send electronic and other transmissions (pursuant to any instructions that You may give to Us from time to time) of any current and future data that is loaded into the Site to those persons to whom You have authorized Us to disclose such data, provided such sending or transmitting of such data is, in Our discretion, commercially feasible. ADDITIONALLY, YOU UNDERSTAND AND AGREE THAT IT MAY BE NECESSARY FOR US TO ACCESS YOUR ACCOUNT TO RESPOND TO YOUR OR YOUR AUTHORIZED USER’S SUPPORT REQUESTS.
6. Access and Security
a. Your Responsibilities. You are responsible for: (i) certain aspects relating to the security of the Site, including, but not limited to Your access, user names, passwords, and the facilities You utilize to interact with the Site; (ii) all of Your activities that occur through or in connection with the Site; (iii) any act or omission by You relating to access to and use of the Site; and (iv) implementing security and other policies and procedures necessary to limit access to the Site, including, but not limited to, the maintenance of the confidentiality of all usernames and passwords. You agree to immediately notify Us of any attempted or actual unauthorized access or use of the Site and/or any other breaches of security. You acknowledge and agree that We will not be liable, directly or indirectly, for any acts or omissions by You, including any damages of any kind incurred as a result of Your acts or omissions. If You suspect or become aware of: (i) any loss of Your passwords; or (ii) any attempted or actual unauthorized access to Your accounts, You must immediately notify Us at[email protected].
b. Transmissions and Processing of Services. You understand that the technical processing and transmission of Your electronic communications is fundamentally necessary to Your use of the Site. You expressly consent to Our interception and storage of Your electronic communications and/or Your data. You understand that Your electronic communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Us. You understand that changes to Your electronic communications may occur in order to conform and adapt such data to the technical requirements of connecting networks and devices. You understand that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. You agree that We are not responsible for any electronic communication and/or Your data which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by Us.
a. Reasons for Suspension. We will not monitor any Content or any Services, however, We reserve the right to remove Services and suspend any access to the Site, as We may determine in Our sole discretion. Circumstances under which We may remove or suspend any Services, portions of the Site, or Your access to the Site include, but are not limited to, violation of the terms of this Agreement (including, but not limited to, the Additional Policies), overly or unsubstantiated defamatory, inflammatory or damaging comments, abuse of the Site, virus or malware concerns, notification of possible infringement of another’s rights, privacy concerns, compliance with laws and under circumstances when We are assisting law enforcement.
b. Modifications to the Site. You understand and agree that We reserve the right to modify, suspend or discontinue any part or all of the Site or the Services at anytime and that We will not be liable to You (or to any third-party) for doing so, even if such modifications make it more difficult or impossible for You to interact with the Site or any Services You have ordered, acquired or paid for.
c. Our Obligations. You understand and agree that We may, without notice to You, access, preserve, and disclose any information provided by You (including, but not limited to details relating to Your Access Codes and User Account) if required to do so by law, or if, in Our reasonable judgment, such is reasonably necessary to: (a) comply with Your requests for assistance with the Site; (b) comply with legal process; or (c) address claims from third parties that any of the Services You have acquired or Your Content (or portions thereof) violate their rights.
8. Termination of Your Account
a. Termination by You. You may cancel Your use of the Site at any time by providing notice to Us.
b. Termination by Us. You understand and agree that We may immediately terminate Your right to use the Site without notice to You under certain circumstances, including:
i. breaches of this Agreement or Additional Policies;
ii. requests by law enforcement, government agencies or court order;
iii. security and technical issues or problems;
iv. non-payment of any fees owed by You; or extended periods of inactivity.
c. Effects of Termination. You understand and agree that We will not be liable to You or any third party for any termination of Your right to use the Site. Upon termination, We may remove or delete any Content You have provided. We will have no further obligation to grant You any access to or use of the Site.
9. Links and Dealings with Outside Parties
We have no control over any links or other resources available to You via the Site. Your interactions with any third parties via the Site are solely between You and such parties. We are not responsible for the availability of such external resources, and do not endorse any content, advertising, products, services, or other materials on or available from such resources. We do not warrant any such third-party providers or any of their products or services. Any exchange of data or other interaction between You and a third-party provider, and any purchase or use by You of any product or service offered by such third-party provider, is solely between You and such third-party provider. You agree that We will not be liable, directly or indirectly for any loss or damage of any kind or nature arising out of or related to, or incurred in reliance upon, any such interactions, links, resources or content.
10. Your Indemnification of Us
You will indemnify, defend, and hold Us harmless from and against all liabilities, damages, and costs (including, but not limited to, reasonable attorneys’ fees and all settlement costs) arising out of or related to a third party claim regarding: (i) Your (or anyone using Your Access Codes and User Account) infringement or misappropriation any Proprietary Rights; (ii) any of Your acts or omissions, including, but nor limited to, Your misrepresentation of any information You provide to Us; (iii) anything arising out of or related to Your Content; or (iv) Your use of the Site in violation of this Agreement (including, but not limited to, Your breach of this Agreement). We reserve the right, at Your expense, to assume the defense (if applicable) and control of any matter relating to Us, and You shall provide reasonable assistance with respect to such claims. You will not settle any matter relating to Us without Our prior written consent.
11. Representations and Warranties
a. Your Representations and Warranties. You represent and warrant that:
i. All of the information You provide to Us is correct;
ii. You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You under this Agreement;
iii. You will not harass or cause distress or inconvenience to any person via the transmission of obscene or offensive material of any kind;
iv. You will not disrupt the normal flow of any access to, or use of, the Site;
v. You will not use the Site or any of the Services in a manner not permitted under this Agreement or in a manner that interferes with any websites or network resources operated by Us or any third-party;
vi. You agree to comply with all applicable tax laws regarding the purchase of any materials obtained through the Site, and that compliance with such tax laws is Your responsibility and that of the providers of such products, services, or materials, and not Our responsibility;
vii. You agree to comply with all local rules regarding online conduct.
b. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
i. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SITE OR TO ANY INFORMATION, PRODUCTS, OR SERVICES AVAILABLE THROUGH THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY PRODUCTS OR SERVICES OFFERED VIA THIS SITE;
ii. WE MAKE NO WARRANTY THAT: (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE TIMELY, SECURE, ERROR-FREE OR OPERATE IN AN UNINTERRUPTED FASHION; (iii) ANYTHING AVAILABLE THROUGH OR OBTAINED FROM THE SITE WILL BE ACCURATE, RELIABLE, OR USEFUL; AND (iv) ANY ERRORS WILL BE CORRECTED;
iii. ANY INFORMATION, PRODUCTS, SERVICES, OR OTHER ITEMS OBTAINED VIA THE SITE ARE PROVIDED TO YOU SOLELY AT YOUR RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY HARM TO YOU OR OTHERS, DAMAGE TO YOUR COMPUTER, SYSTEMS, OR OTHERWISE, OR LOSS OF DATA THAT RESULTS FROM ANYTHING OBTAINED VIA THE SITE;
iv. ONLY THE LIMITATIONS WHICH ARE ALLOWED AND LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU. OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
12. Limitation of Liabilities
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE (INCLUDING ALL OF OUR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND LICENSORS) SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF OBTAINING SUBSTITUTE GOODS OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; (v) ANY INFORMATION, PRODUCT, OR SERVICE YOU OBTAIN THROUGH THE SITE; OR (vi) ANY OTHER MATTER RELATING TO THE SITE. OUR MAXIMUM AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF: (i) THE FEES YOU PAID US IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM; OR (ii) FIVE DOLLARS ($5 USD). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
13. General Terms
a. Entire Agreement. Except for the Additional Policies, this Terms of Site constitutes the entire agreement between Us and You regarding the Site and supersedes any prior agreements between Us and You with respect to the Site.
b. Choice of Law. You agree that this Agreement will be governed by the law of the State of New York, USA, without regard to conflicts of law principles or provisions. You and We expressly agree that any dispute between You and Us will be conducted exclusively in the state and federal courts located in the State of New York, County of Monroe, and You hereby submit to such exclusive jurisdiction and venue, as applicable, and agree that such jurisdiction and venue are reasonable and proper.
c. No Waiver. Our failure or Your failure to exercise or enforce any right or provision of this Agreement or the Additional Policies shall not constitute a waiver of the right or provision. If any provision of this Agreement or the Additional Policies is found by a court of competent jurisdiction to be invalid, then You agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement and the Additional Policies remain in full force and effect.
d. Force Majeure. Performance by any party of any obligation hereunder shall be excused if and for so long as such breach or failure to perform is caused by a force majeure event, and prompt notice thereof has been given to the other party. If any party fails to perform any duty or obligation hereunder as a result of a force majeure event, such party shall be required to fulfill its obligations hereunder within a reasonable time after the force majeure event ceases to exist.
e. No Assignment By You. You agree that Your rights under this Agreement are personal to You, and that You do not have the right to assign, transfer or convey (by operation of law or otherwise) this Agreement or any right or interest under this Agreement herein in whole or in part without Our prior written consent. Any attempt to do so shall be null and void.
f. We May Assign the Agreement. You understand that We may transfer ownership or operation of all or any part of the Site to another person, and You agree that if We do so, We may assign Our rights and obligations under this Agreement to another person. You will remain bound by all of the terms and conditions of this Agreement following any such assignment by Us.
g. Our Right to Amend the Agreement. We have the right to amend this Agreement at any time. We will provide notice on our Site that this Agreement has been amended and when such amendments will take effect. You acknowledge and agree that this shall constitute reasonable and appropriate notice to You. You acknowledge and agree that if You use the Site following such an amendment, You will automatically be bound by all of the terms in the amended Agreement as if those terms were in the original Agreement accepted by You.
h. Survival. In the event of any termination or expiration of this Agreement for any reason, all provisions of this Agreement whose meaning requires them to survive shall survive the expiration or termination of this Agreement, including, but not limited to, Sections 3.b, 3.c, 3.e, 4, 6.a, 7.c, 8, 9, 10, 11.b, 12, and 13.
i. Export Control Notice. Regardless of any disclosure made by You to Us of an ultimate destination or use of the Site or any Services, or other materials, products, goods, or services You obtain through the Site, You acknowledge and agree that such may be subject to the United States export control laws. You acknowledge Your exclusive obligation to ensure that Your obtaining and use of any Services, materials, products, goods, or services are in compliance with the United States export control laws.