Terms of Use

ALM User License and Terms of Use

PLEASE READ THIS AGREEMENT AND TERMS OF USE CAREFULLY BEFORE ACCESSING THE LICENSED MATERIALS. This website is owned and operated by ALM Media, LLC, a Delaware limited liability company with offices at 120 Broadway, 5th Floor, New York, New York 10271 (which is any parent, subsidiaries, or divisions, including but not limited to ALM Media Properties, LLC and ALM Media Canada, Inc., collectively “ALM”). The terms and conditions set forth below shall govern the use of any information, content and/or data provided by ALM to you (“you” or “Licensee”) in either print or digital formats (“Licensed Materials”). The terms and conditions set forth herein shall govern any use of the Licensed Materials, including during any initial period (free or paid) or Subscription Period. By accessing or using the Licensed Materials, you signify your assent to these terms of use and license agreement. If you do not agree to these terms of use or license agreement, please do not access or use the Licensed Materials. ALM reserves the right, at its discretion, to change, modify, add or remove portions of these terms and conditions at any time. Please check these terms and conditions periodically for changes. Your continued use of the Licensed Materials following the posting of changes to these terms and conditions will mean you accept those changes.

1. LICENSE

1.1 In exchange for any applicable fees and subject to certain limitations as described herein, you will be granted the non-exclusive and non-transferable right, throughout the world, to give you access to the Licensed Materials solely for your personal use subject to the terms and conditions set out herein.

1.2 This License shall commence upon your first login into any ALM registration-based website or the commencement of any ALM print product Subscription Period to use the Licensed Materials and unless sooner terminated hereunder, shall terminate at the end of any Initial Period (as defined below) or the end of the Subscription Period (as defined below) and any renewal periods.

1.3 ALM shall:

1.3.1 Make the Licensed Materials available to you in accordance with the terms and conditions set forth herein.

1.3.2 ALM reserves the right at any time to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, chooses to no longer offer for any reason, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.

1.4 You shall:

1.4.1 Ensure that all authorized users accessing the Licensed Materials are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which ALM imposes for failing to do so;

1.4.2 Use best efforts to protect the Licensed Materials from unauthorized use or other breach of this License;

1.4.3 Monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform ALM and take all appropriate steps to ensure that such activity ceases and to prevent any recurrence;

1.4.4 Provide ALM with information sufficient to enable ALM to provide access to the Licensed Material. Should you make any significant change to such information, you will notify ALM not less than ten (10) days before the change takes effect.

1.4.5 Ensure that only authorized users are permitted access to the Licensed Materials. Your right to use the Licensed Materials is not transferrable. Any password or right given to you to obtain information is not transferable.

1.4.6 With respect to any ALM print product, during a Subscription Period, you covenant that you shall maintain your paid print subscriptions to the Licensed Materials in a number equal to or greater than the number of print subscriptions you have on the commencement date of such Subscription Period.

2. USAGE RIGHTS

2.1 During an Initial Period and/or the Subscription Period, subject to Section 3, you may access to the Licensed Materials from the Server for your personal use (e.g., view the Licensed Materials on screen; print paper copies for personal use only) in accordance with the terms herein. As used herein, the “Server” shall mean a server, either ALM’s server or a third party server designated by ALM, on which the Licensed Materials are installed and may be accessed in accordance with the terms herein.

2.2 During an Initial Period or Subscription Period, you may, subject to Section 3 and solely for your personal use:

2.2.1 Search, view, retrieve and display the Licensed Materials.

2.2.2 Electronically save limited portions of content of the Licensed Materials.

2.2.3 Print off limited copies of portions or sections of the Licensed Materials.

2.2.4 Share the Licensed Materials via a hyperlink (solely in accordance with the “Linking” paragraph below).

2.2.5 Include extracts of the material in the Licensed Materials in memoranda and reports for internal use and court filings. If appropriate, you agree to credit ALM with the inclusion of the following language in the material that is being reprinted, as well as any other notices or legends as ALM may designate from time to time: “This material is reprinted with permission from [ALM product or property] © [YEAR] ALM Media Properties, LLC. All rights reserved.”

2.3 If a user ID is provided for any ALM website or product(s), such user ID shall only be used by you and only in connection with the specific products selected with your Initial Period or Subscription and may not be used in connection with other ALM products. You are responsible for maintaining the confidentiality of the user ID and password, and responsible for all activities that occur under your user ID and password; sharing your user ID and password with any other person or making it available to multiple users on a network is strictly prohibited. You hereby agree to (i) provide true, accurate, current and complete information about yourself as prompted by the relevant registration form (such information being the “Registration Data”); (ii) maintain and promptly update the Registration Data (by sending an appropriately worded e-mail to customercare@alm.com to keep it fully up to date; (iii) ensure that you exit from your member account at the end of each session; and (iv) notify ALM of any unauthorized use of your user ID and password or any other breach of security at customercare@alm.com. If ALM determines that your user ID is impermissibly used for other ALM products, ALM may suspend your user ID or require you to use and pay for an additional user ID for the relevant product.

2.4 Visitors to any ALM website shall have five (5) free articles (including blog posts, videos and other multimedia features) each month, as well as access to browse any ALM website home page, section fronts, blog fronts and classifieds. ALM hereby reserves the right, at any time, to change the number of free articles available to any visitor.

3. PROHIBITED USES OF LICENSED MATERIALS

You shall only use the Licensed Materials in accordance with Section 2. Among other things, you shall not:

3.1 Remove or alter the authors’ names or ALM’s copyright notices or other means of identification or disclaimers as they appear in the Licensed Materials;

3.2 Systematically make print or electronic copies of the Licensed Materials or any portion thereof in an effort to duplicate significant portions of the Licensed Materials;

3.3 Install, post or distribute any part of the Licensed Material on any electronic network, including without limitation the Internet and the World Wide Web, in any other way except as expressly permitted in Section 2.2.

3.4 Use of all or any part of the Licensed Materials for any Commercial Use. As used herein, “Commercial Use” shall mean use for the purposes of direct or indirect monetary reward (whether by or for you) by means of sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials. For the avoidance of doubt, recovery of direct costs by you is not deemed to be Commercial Use.

3.5 Systematically distribute the whole or any part of the Licensed Materials.

3.6 Publish, distribute or make available the Licensed Materials, works based on the Licensed Materials or works which combine them with any other material, other than as expressly permitted in Section 2.2.

3.7 Create a database (electronic or otherwise) using any portion of the Licensed Materials.

3.8 Distribute, reproduce, modify, store, transfer or in any other way use any of the Licensed Materials (including as part of any database, library, news, information, archive, web site or similar service) other than as permitted in Section 2.

3.9 Use of the Licensed Materials via mechanical, programmatic, robotic, scripted, spider, manual or any other automated means is strictly prohibited. Unless otherwise agreed to by ALM in writing, use of the Licensed Materials is permitted only via manually conducted, discrete, individual search and retrieval activities.

4. PROHIBITED USES OF ANY ALM WEBSITE

4.1 You hereby agree that you will not use any website or Forum (defined below):

4.1.1 To promote or encourage the sale of your goods/services or those of any third party;

4.1.2 To solicit other guests or users of the website to join or become members of any commercial online or offline service or other organization;

4.1.3 To disseminate any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

4.1.4 To disseminate any material which is or may infringe the rights (including intellectual property rights) of any third party or which is unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, in breach of confidence, in breach of privacy, or which may restrict or inhibit the use of the website and/or any of the Content by any person or which constitutes or encourages conduct that may be considered a criminal offence or give rise to civil liability;

4.1.5 To disseminate any material which does or may bring ALM or any of its brands into dispute or in any way damage their reputation;

4.1.6 To disseminate any material that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data;

or

4.1.7 To post link(s) that take users to material that contravenes any of the above restrictions.

4.2 The following provision applies to all visitors (which shall include persons and representatives of legal entities, whether such representatives are persons or digital engines of a kind that crawls, indexes, scrapes, copies, stores or transmits digital content). By accessing this website or digital service, you specifically acknowledge and agree that (i) Associated Press text, photo, graphic, audio and/or video material shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium, and shall be subject to all terms and conditions made available at the AP Terms and Conditions web page available here; (ii) No Associated Press materials nor any portion thereof may be stored in a computer except for personal and non-commercial use; (iii) The Associated Press will not be held liable for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damages arising from any of the foregoing; (iv) The Associated Press is an intended third party beneficiary of these terms and conditions and it may exercise all rights and remedies available to it; and (v) The Associated Press reserves the right to audit possible unauthorized commercial use of AP materials or any portion thereof at any time.

5. WARRANTIES; LIMITIATION OF LIABILITY

5.1 ALM represents and warrants that it has the right and authority to make the Licensed Materials available to you as authorized by this License.

5.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE LICENSED MATERIALS ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS AND ALM AND ANY THIRD PARTY SUPPLIER OF LICENSED MATERIALS (IF APPLICABLE) MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALM DOES NOT WARRANT THE ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, OMISSIONS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED MATERIALS OR THE INFORMATION THEY CONTAIN. ALM AND ANY THIRD PARTY SUPPLIER (IF APPLICABLE) DO NOT WARRANT THAT THE LICENSED MATERIALS ARE ERROR-FREE IN CONTENT.

5.3 ALM SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGE CAUSED IN ANY PART BY YOUR USE OF THE LICENSED MATERIALS, YOUR RELIANCE ON THE INFORMATION CONTAINED IN THE LICENSED MATERIALS OR ALM’S SUPPORT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ALM BE LIABLE TO YOU FOR ANY CLAIM(S) RELATING IN ANY AWY TO (i) YOUR INABILITY OR FAILURE TO PERFORM ANY KIND OF RESEARCH OR RELATED WORK OR TO PERFORM SUCH RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY ALM, ITS AFFILIATES OR THIRD PARTY SUPPLIER (IF APPLICABLE); (ii) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO YOUR RIGHTS UNDER THIS AGREEMENT OR USE OF OR INABILITY TO USE SUBSCRIPTION SERVICES, EVEN IF ALM, ITS AFFILIATES AND/OR THIRD PARTY SUPPLIERS HAVE BEEN ADIVSED OF SUCH DAMAGES; OR (iii) THE PROCURING, COMPILING, INTERPRETING, EDITION, WRITING, REPORTING, OR DELIVERING CONTENT OR DATA. NEITHER ALM NOR THIRD PARTY SUPPLIER (IF APPLICABLE) MAKE ANY WARRANTY THAT ACCESS TO ANY ALM CONTENT, INFORMATION OR DATA WILL UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE, NOR DOES ALM MAKE ANY WARRANTY AS TO THE LIFE OF ANY SUBSCRIPTION SERVICES. YOU SCHKNOWLEDGE THAT PROVISION OF ALM CONTENT, INFORMATION AND DATA ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INDAVERTENT LOSS OF CONTENT, INFORMATION OR DATA OR DAMAGE TO MEDIA. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

5.4 UNDER NO CIRCUMSTANCES SHALL ALM BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO OTHER AUTHORIZED USERS, FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, ALM’S AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY BREACH OF THIS LICENSE SHALL IN NO CIRCUMSTANCE EXCEED THE FEE PAID BY YOU TO ALM UNDER THIS LICENSE IN RESPECT OF THE SUBSCRIPTION PERIOD DURING WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. REGARDLESS OF THE CAUSE OR FORM OF ACTION, YOU MAY BRING NO ACTION ARISING FROM THIS LICENSE MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES.

5.5 You acknowledge that the Licensed Materials are highly proprietary material in nature and that unauthorized copying, transfer or use may cause ALM irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this License by you may be enforced by ALM by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.

5.6 Indemnification: You agree to indemnify, defend, and hold ALM and its affiliates and their directors, managers, officers, employees, agents, subsidiaries, successors and assigns harmless, from and against any claims, losses, damages and expenses, including reasonable attorneys’ fees, resulting from your breach or alleged breach of the terms of this License, regardless of the form of action.

6. INTELLECTUAL PROPERTY OWNERSHIP

ALM shall own all right, title and interest in and to the Licensed Materials and the ALM websites (which shall be all materials, including but not limited to articles, images, illustrations, designs, icons, photographs, video and audio clips). You shall not permit other users or anyone else to, reproduce, copy, distribute, publish, transmit, broadcast, sell, license or otherwise access or use all or any part of the Licensed Materials or any information contained therein without the prior express written consent of ALM. Each party shall use its best efforts to safeguard the intellectual property, confidential information and proprietary rights of the other party. All ALM brands and trademarks (whether registered or unregistered) and graphics, logos, designs, page headers and button icons are subject to the intellectual property rights of ALM and neither they nor any confusingly similar versions may be used by you including, but not limited to as part of any trademarks and/or domain names without ALM’s prior written consent.

7. DOWNLOADABLE MOBILE PRODUCTS;
EXCEPTIONS FOR VARIOUS TYPES OF SUBSCRIBERS AND OTHER USERS

7.1 Downloadable Mobile Products: If you have downloaded a mobile application to access the Licensed Materials, you may have access without charge for a limited time to certain subscriber-only content and some or all of the fees and payment and/or renewal terms may or may not apply to you during such time.

7.2 Copyright in any software that is made available for download from the websites, mobile applications, the content of such software shall belong to ALM and/or our software suppliers. Your use of the software is governed by the terms of any license agreement that may accompany or be included with it. Do not install, download or use any software unless you agree to such license agreement.

7.3 Other Subscribers and Users: If your access to the Licensed Materials is provided by, or through a third party, or if you have paid for access to the Licensed Materials in connection with your subscription to one of ALM’s print publications, some or all of the fees and payments and/or renewal terms may or may not apply to you. Please contact the third party or ALM’s customer service department for details. If you access the Licensed Materials as part of a “trial period” or otherwise without becoming a subscriber, you are hereby notified that all of the terms and conditions of this License Agreement except paragraph 8 shall apply to your use of the Licensed Materials.

8. TERM, FEES AND PAYMENTS

Applicable fees may include a periodic (e.g., monthly or annual) subscription fee for a specific length of time (“Subscription Period”).

8.1 Initial Period: ALM may offer you a one-time trial period (an “Initial Period”). The length of any such Initial Period, and the particular Licensed Materials included may vary from time to time. If you terminate your subscription prior to the expiration of any Initial Period, you will not have any financial obligation with respect to your subscription, and your credit card will not be charged for your use of the Licensed Materials.

8.2 Initial Subscription Payment: By registering for any ALM product, you agree that if you do not cancel your subscription before the expiration of your Initial Period, you will pay the applicable fees for accessing the Licensed Material that you select upon registration. If you do not cancel your subscription prior to the expiration of the Initial Period, the applicable fees indicated at the time you registered for the subscription will automatically be charged to the credit card you designated as the credit card to be billed for your account.

8.3 Automatic Subscription Renewal: ALM shall notify you at least 30 days prior to the expiration of your subscription. Unless you notify us of your decision to terminate your subscription, your subscription will automatically renew at the end of such subscription term either on a month-to-month or annual basis (depending on the product and/or subscription), and your credit card will be charged our then-current fees for the applicable subscription.

8.4 Refunds, Late Payments and Taxes
8.4.1 All fees paid and charges made prior to termination as provided herein, including any advance charge or payment for the subscription term during which you terminate your subscription, are nonrefundable. Termination of your subscription shall not relieve you of any obligations to pay accrued charges.

8.4.2 Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your subscription to the applicable Licensed Materials.

8.4.3 Prices exclude all shipping, handling and taxes unless stated otherwise. ALM collects taxes at the rate in effect at the time your transaction is completed. If the tax rate changes before the transaction is completed, the new tax rate in effect will apply. ALM cannot accept exemption certificates for purchases made online. Contact customer service if this transaction is exempt from tax.

8.5 Modifications to Fees or Billing Terms: ALM RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS SUBSCRIPTION FEES AND BILLING METHODS, UPON EFFECTIVE NOTICE TO YOU, WHICH SHALL INCLUDE NOTICE SENT TO YOUR DESIGNATED EMAIL ADDRESS. If any such change is unacceptable to you, you may terminate your subscription by contacting customer service. Your continued use of the Licensed Materials following the effective date of a change to fees or billing methods shall constitute your acceptance of such change.

9. TERM AND TERMINATION

9.1 In addition to termination under clause 1.2, this License shall be terminated:

9.1.1 If you default in making payment of any Fee, and fail to remedy such default within thirty (30) days of notification in writing by ALM;

9.1.2 If ALM commits a material or persistent breach of any term of this License and fails to remedy the breach (if capable of remedy) within thirty (30) days of notification in writing by you;

9.1.3 If you commit a material breach of ALM’s copyright or other intellectual property rights or of the provisions of Section 2 in respect of usage rights or of Section 3 in respect of prohibited uses. ALM may take further action as ALM may determine 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 or its rights under this License Agreement;

9.1.4 If either party becomes insolvent or becomes subject to receivership, liquidation or similar external administration.

9.2 On termination all usage rights automatically terminate. For the avoidance of doubt, on termination or expiration of this Agreement you shall immediately cease to distribute or make available the Licensed Materials and you shall remove any and all electronic copies of the Licensed Materials from your systems.

9.3 Following the expiration or termination of this License, the terms of Sections 3, 5.3–5.6, 6 and 10 as well as any provision required for the interpretation of this License or necessary for the full observation and performance arising prior to the date of termination, shall survive.

9.4 On termination of this License by you for cause, as specified in Section 9.1.2, ALM shall forthwith refund the portion of the Fee that represents the paid but un-expired part of the Subscription Period.

10. GENERAL

10.1 This License, including any schedules hereto, constitutes the entire agreement and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.

10.2 Neither party may assign or subcontract its rights or obligations under this License, except that ALM may assign this License to a subsidiary, parent or other affiliate or in connection with a merger, consolidation or sale of all or substantially all the stock or assets of ALM.

10.3 All notices and other communications hereunder shall be in writing or displayed electronically in the Licensed Materials by ALM. Notices shall be deemed to have been properly given on the date first made available, if displayed in the Licensed Materials or fourteen (14) days after posting, if mailed. Legal notices to ALM should be sent to ALM Media, LLC, 120 Broadway, 5th Floor, New York, New York 10271, Attn: General Counsel.

10.4 Other than for payment obligations, neither party’s delay or failure to perform or enforce any provision of this License, as result of circumstances beyond its reasonable control (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or Internet failures, or damage to or destruction of any network facilities) shall be deemed to be, or to give rise to, a breach of this License.

10.5 The invalidity or unenforceability of any provision of this License shall not affect the continuation or enforceability of the remainder of this License.

10.6 The waiver by either party of a breach or violation of any provision of this License shall not constitute a waiver of any subsequent or other breach or violation.

10.7 Unless otherwise specified, the Licensed Materials and/or content on any ALM website is presented solely for the purpose of promoting publications and other products available in the United States, its territories, possessions and protectorates. ALM makes no representation that any content and/or Licensed Materials on any ALM website is appropriate or available for use in other locations. Those who choose to access any ALM website from other locations do so on their own initiative and are responsible for establishing the usability or correctness of any information, content or Licensed Material under any or all jurisdictions and the compliance if that information, content or Licensed Material with local laws, if and to the extent local laws are applicable. All users, including those users who access any website and/or the Licensed Materials from a country other than the United States, hereby acknowledge and agree that this License shall be governed by and construed in accordance with the laws of the State of New York; the parties irrevocably agree that any dispute arising out of or in connection with this License (including those arising from ALM’s use of personal information or otherwise relating to privacy, as specified in the Privacy Policy) will be subject to and within the exclusive jurisdiction of the federal and state courts located in New York, New York.

10.8 The headings used in this License are for convenience of reference only and shall not affect the construction or interpretation of any of the provisions hereof.

10.9 The Parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of the other Party. This License will not be construed to create or imply any partnership, agency or joint venture.

10.10 The Licensed Materials and any content on an ALM website have been prepared by ALM as a service to ALM readers and the Internet community. It is provided only for general information and in not intended to address your particular requirements or to constitute any form of advice or recommendation (including, but not limited to legal advice). ALM has used reasonable efforts in collecting, preparing and providing quality information and material, but do not warrant or guarantee the accuracy, completeness, adequacy or currency of the information contained in the Licensed Materials and/or on or linked to any ALM website. Users of information on any ALM website or links do so at their own risk and acknowledge that this information should not be relied upon in making (or refraining from making) any specific investment or other business or personal decisions (professional advice should always be obtained prior to making any such decision).

10.11 Any reference made by the website to any specific commercial product, process, or service (or provider of such product, process or service) by trade name, trademark, hyperlink, or otherwise, does not constitute or imply an endorsement, recommendation, or favoring by ALM. The Licensed Materials and/or any content on an ALM website may be provided by third parties and users. Any opinions, advice, statements, services, 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.

10.12 LINKING: To the extent that any ALM website contains links to outside services and resources, ALM does not control the availability and content of those outside services and resources. These links are provided solely for your convenience. If you use these links, you leave any ALM website. ALM does not endorse or make any representations about these third party sites, or any material found on them, or any results that may be obtained from using them. If you decide to access any of these third party websites you do so entirely at your own risk. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular service or resource. You may link to any page of an ALM website subject to the following conditions:

10.12.1 You do not replicate the home page of the website;

10.12.2 You do not create a frame or any other browser or border environment around the website;

10.12.3 You only link to freely available content (and not link to any content that is considered Licensed Materials that is only made to users with a username and password);

10.12.4 You do not in any way imply any endorsement by ALM other than with its written consent or misrepresent your relationship with ALM;

10.12.5 You do not use any logos or trademarks displayed on the website without the express written permission of ALM; and

10.12.6 The linking website does not contain content that is distasteful, offensive or controversial, that infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

10.13 Registration data and certain other demographic information about you are subject to ALM’s Privacy Policy. For more information, see ALM’s Privacy Policy which is incorporated in full herein by reference.

11. CLE

11.1 In states where we pay per credit, certain subscriptions may include reporting fees for the state’s credit requirements per reporting cycle plus carryover credits. Any amount above that will be billed to a subscriber’s credit/debit card. The following states are included: Illinois, Hawaii, Tennessee, Georgia, Pennsylvania, Nebraska, Utah and Washington.

11.2 Due to the different rules and guidelines for each state governing MCLE requirements, certain courses will expire at different times. To be sure that you are taking courses before their expiration dates, please check the course page. The rules state that you must apply for credit with the CLE governing body for your state on or before the date of expiration. We are not responsible for any actions taken against the lawyer for failure to complete required CLE credits on time because of an expiration issue.

12. FORUMS, CHAT PAGES AND COMMUNICATIONS

12.1 For the purposes of this License Agreement, “Forum” means letters, emails or other types of communications to the editors, Webmaster(s) or employees of ALM, and messages posted to them or to other users in connection with online seminar discussions, forums, blogs or chat-pages on any ALM website.

12.2 Forums are provided for your exchange of lawful, relevant, fair and appropriate information, opinions and comment. Use of the Forums that is inconsistent with those stated purposes or which is prohibited under these terms of use is prohibited. ALM has the right, but not the obligation to monitor or edit Forum content or Forum materials, and may do so at any time, including but not limited to the course of normal maintenance of the website and its systems 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, ALM users, advertisers, customers, sponsors, advertisers or affiliates; or (3) act in an emergency to protect the personal safety of ALM guests or the public. You shall remain solely responsible for the content of your communications.

12.3 By uploading materials to any Forum or submitting any materials to ALM, you automatically (1) grant (or warrant that the owner of such rights has expressly granted) ALM a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, disclose, post, remove and/or distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed throughout the universe; (2) warrant that all so-called “moral rights” in those materials have been waived; and (3) warrant to ALM that all such content complies in all ways with the provisions of these terms of use.

If you object to the publication of any material placed on any ALM website please contact ALM by sending an appropriately worded email to customercare@alm.com and ALM will take whatever action it deems appropriate.

ALM accepts no responsibility for any statements, material or other submissions placed on Forums by users.

13. DELIVERY AND CANCELLATIONS

Where your Subscription or product order involves the delivery of a physical item or items they will be delivered to the address that you indicate when you place an order through any ALM website and risk of damage to or loss of them shall pass to you at the time of delivery even if they have not been received by you in person. Any times quoted for delivery are approximate only and ALM shall not be liable for any delay in delivery howsoever caused. ALM shall confirm each order of a physical item in writing by sending you a receipt along with your products. Requests for returns or cancellations can be made to customercare@alm.com and refunds for unused portions may be granted in ALM’s sole discretion.

14. LAW JOURNAL PRESS

14.1 Notwithstanding anything to the contrary contained in this License, paragraph 1.4.6 shall not be applicable to any product sold through Law Journal Press (“LJP”).

14.1.2 Notwithstanding anything to the contrary contained in paragraph 3.4, with respect to any LJP product, the recovery of costs by you or lending by a public library shall not be deemed a Commercial Use.

14.2 EBook Copyright and Terms of Use: Use of an electronic publication (“eBook”) from ALM and LJP is for the personal use of Licensee and is subject to the following terms and conditions; (i) all access to and use of an eBook is subject to U.S. copyright law; (ii) all intellectual property right are reserved to the copyright holder; (iii) redistribution or duplication of an eBook, including but not limited to any other electronic media or third party, is strictly prohibited; (iv) under no circumstances may you redistribute an eBook by posting such eBook on an intranet, internet or SharePoint site or in any other manner; (v) any transfer of an eBook is strictly prohibited; and (vi) any use of an eBook is also subject to the terms and conditions set forth in this License.

15. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE

Materials may be made available via ALM’s websites by third parties not within ALM’s control. ALM is under no obligation to, and does not, scan content used in connection with the websites for the inclusion of illegal or impermissible content. However, ALM respects the copyright interests of others. It is ALM’s policy not to permit materials known by ALM to infringe another party’s copyright to remain on the websites. If you believe any materials on the websites infringe a copyright, you should provide us with written notice that at a minimum contains:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit ALM to locate the material;

4. Information reasonably sufficient to permit ALM to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to ALM’s designated agent as follows:

ALM Media, LLC
Attn: Associate General Counsel
120 Broadway, 5th Fl.
New York, NY 10271
212-457-9679
646-822-5159 (fax)
Email: copyright@alm.com

It is ALM’s policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

16. USAGE BY CHILDREN UNDER 13

The websites are directed to adults and are not directed to children under the age of 13. ALM cannot prohibit minors from visiting the websites so 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 website, such as during the registration process.

17. ALM iOS APPLICATIONS (“iTunes Apps”)

With respect to any iTunes App, ALM and you hereby acknowledge and agree that this license agreement and terms of use is solely between you and ALM, not Apple Inc. (“Apple”), and ALM, not Apple, shall be solely responsible for the iTunes App and the Licensed Materials included therein. ALM hereby grants you a non-transferable license to use the iTunes App and the Licensed Materials included therein solely on any iPhone or iPod touch that you own and control and as permitted by the Usage Rules set forth in the Apple Store Terms of Service. If you require any maintenance or support in connection with your use of any iTunes App, please contact customercare@alm.com as Apple will not be able to provide any such services to you. The iTunes App is covered by the terms and conditions set forth in paragraph 5 herein, however in the event of any failure of the iTunes App to conform to the terms and conditions set forth in paragraph 5, you may notify Apple, and Apple shall refund the purchase price for the iTunes App to you provided that Apple shall have no other warranty obligation whatsoever with respect to the iTunes App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any such failure to conform to the terms and conditions set forth in paragraph 5 herein, shall be ALM’s responsibility. You hereby acknowledge that ALM, not Apple, is responsible for addressing any of your or any third party claims relating to the iTunes App or your possession and/or use of the iTunes App, including but not limited to (i) product liability claims; (ii) any claims that the iTunes App fails to conform or any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You hereby acknowledge that if any third party claims that the iTunes App or your possession and use of such iTunes App infringes on that third party’s intellectual property rights, ALM, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You hereby represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties. ALM and you hereby acknowledge and agree the Apple, and Apple’s subsidiaries, are third party beneficiaries of this license agreement and terms of use, and that upon your acceptance of this license agreement and terms of use, Apple shall have the right (and will be deemed to have accepted the right) to enforce this license agreement and terms of use against you as a third party beneficiary thereof.

Last Updated: June 13, 2013.