terms-of-service - McDermott Alumni Connect

TERMS OF SERVICE

THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 24.7 OF THIS DOCUMENT CONTAINS A PROVISION THAT LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US, AND REQUIRES CLAIMS TO BE BROUGHT ON AN INDIVIDUAL BASIS (RATHER THAN AS A PART OF GROUP OR CLASS ACTION).

1. ACCEPTANCE OF THE TERMS OF SERVICE. BY CLICKING THE CHECKBOX YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE (“TERMS”), INCLUDING MCDERMOTT’S PRIVACY POLICY LOCATED AT https://www.mwe.com/legal/privacy-policy (“PRIVACY POLICY”); (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND THE PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES, IN WHICH CASE YOU SHOULD IMMEDIATELY EXIT AND CEASE USING THE SERVICES.

These Terms are a binding contract between PeoplePath, GmbH. (“PeoplePath”) and McDermott Will & Emery LLP (“McDermott”) on the one hand, and you (“You” and “Your”) on the other hand, governing Your access and use of the McDermott Alumni Connect site, a McDermott site powered by the PeoplePath operated online service platform, and for which McDermott manages certain of the daily operations (collectively, the “Services”). For purposes of these Terms, “We,” “Us” and “Our” will mean PeoplePath and McDermott, unless the context indicates otherwise.

2. DESCRIPTION OF SERVICES; MINIMUM AGE REQUIREMENT

The Services provides a way for You to stay connected with McDermott, its employees, and alumni with whom You previously worked. To use the Services, You must be at least 18 years old, a McDermott alumnus, McDermott employee, or otherwise expressly authorized and granted access to use the Services by McDermott. McDermott may also from time to time impose other conditions on usage of the Services. We will notify You, if and when, these changes occur.

3. MODIFICATIONS TO TERMS

You agree that from time to time We may, at Our sole discretion, modify, add or remove any or all parts of these Terms and the Privacy Policy. Such modifications will be effective immediately upon posting of the modified Terms to the Services. Your continued use of the Services following the posting of changes to these Terms will mean that You accept those changes. To update the Terms, We will make the changed version and its effective date available via the Services. It is Your responsibility to check back regularly to review these Terms and any updates thereto. In addition, when using particular Services, You are subject to any guidelines or rules applicable to such Services that may be made available from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms.

4. MODIFICATIONS TO SERVICES

You may use the Services only when and as available. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, shall be subject to these Terms. We reserve the right from time to time to temporarily or permanently modify or discontinue, and restrict or block access to, the Services (or any part thereof) without notice. We will not be liable to You or any third-party for any such modification, suspension, or discontinuance.

5. REGISTRATION

To access and use the Services, You must first complete the Services registration process to create an account with a user name and password (the “Account”). You agree to provide accurate, current and complete information during the registration process and when using the Services. You also agree that You will review, maintain, correct, and update such information in a timely manner to maintain its accuracy and completeness. If You provide any information that is inaccurate, not current, or incomplete or We have reasonable ground to suspect that such information is inaccurate, not current, or incomplete, We may elect to, but shall not have any obligation to, suspend or terminate Your Account and refuse any and all current or future use of the Services (or any portion thereof) by You.

6. MEMBER ACCOUNT; PASSWORD; SECURITY

You agree to safeguard Your username and password, and You authorize Us to accept any use of the Services through Your Account as use by You or someone authorized to act for You. You agree to be liable for any transactions associated with Your Account. You agree that We can rely upon the contact and other information that is supplied to Us using Your Account and that We will rely upon such information. You agree to (a) immediately notify Us 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. You agree and acknowledge that Your Account is non-transferable and non-assignable. We cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section.

7. PRIVACY POLICY

Please make sure that you carefully read McDermott’s Privacy Policy, located at https://www.mwe.com/legal/privacy-policy, to learn about the information that McDermott collects on the Services and how we process it. We reserve the right at all times to disclose any information as We deem necessary to satisfy any applicable law, regulation, legal process or governmental request, or as otherwise described in McDermott’s Privacy Policy.

8. POSTING CONTENT

You are entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) that You upload, post, email or otherwise transmit via the Services. We do not claim ownership of the Content You upload, post, email or otherwise transmit via the Services unless otherwise specified. However, by posting, uploading, inputting, providing or submitting Content, You are granting Us, Our affiliated companies, our third party contractors, necessary sub-licensees and successors and assigns a nonexclusive, worldwide, royalty-free, perpetual, non-revocable license to use Your Content in connection with the operation of the Services, including, without limitation, the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat Your Content and to publish Your name in connection with Your Content. You acknowledge and agree that We may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of any Us, Our agents and employees, Our users and the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (x) transmissions over various networks; and (y) changes to conform and adapt to technical requirements of connecting networks or devices.

9. PROHIBITED CONTENT

You agree not to upload, post, email, or otherwise transmit through the Services any Content or any other materials whatsoever that are or could appear to be:

(a) untrue, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive to another person’s privacy or protected data, hateful, or racially, ethnically or otherwise objectionable;

(b) infringing or alleged to be infringing upon a third-party’s intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including, without limitation, any Content that is the subject of any third-party claim of infringement;

(c) of a type that You do not have a right to transmit under any law or under contractual or fiduciary relationships, such as inside information and proprietary and confidential information;

(d) unsolicited, undisclosed or unauthorized advertising;

(e) software viruses, bugs, Trojan horses, worms, backdoor or any other computer code, time bomb or drop dead devices, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(f) data or information obtained through access that was not authorized by the owner of the data or information, or with respect to which such posting would constitute unauthorized use;

(g) in violation of any applicable local, state, national or international law, regulation, or statute (including export laws); or

(h) inconsistent with the purposes or objectives of the Services, as determined in good faith by Us.

10. PROHIBITED CONDUCT

You agree not to do, or attempt to do, any of the following:

(a) access or use the Services other than for Your personal, non-commercial use, and in Your capacity as an employee, alumnus, or otherwise expressly authorized user of McDermott, or in any manner harmful to Us or any other user of the Services;

(b) access or use the Services in any way that violates or is not in full compliance with any applicable local, state, national or international law, regulation, or statute (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by Us), or other than in full compliance with these Terms;

(c) 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 Services, use of the Services, or access to the Services, without Our written consent;

(d) access, tamper with, or use the Services in a manner not authorized;

(e) “stalk” or otherwise harass another user of the Services;

(f) alter information obtained from or available through the Services;

(g) tamper with postings, registration information, profiles, submissions or Content of other users;

(h) use any robot, spider, scraper or other automated means or interface not provided by Us to access the Services;

(i) extract data or gather or use information available through the Services through any means not intentionally made available or provided for through the Services;

(j) transmit any unsolicited advertising, “junk mail”, “spam”, or “chain letters”;

(k) advertise or offer to sell or buy any goods or services except as expressly permitted by a specific area of the Services;

(l) frame any part of the Services, or link to the Services, or otherwise make it look like You have a relationship to Us or that We have endorsed You or Your Content for any purpose except as expressly permitted in writing by Us;

(m) impersonate or misrepresent Your affiliation with any person or entity;

(n) manipulate identifiers in order to disguise the origin of Content transmitted through the Services;

(o) reverse engineer any aspect of the Services or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, Content or code of the Services (except as otherwise expressly permitted by law);

(p) send to or otherwise impact Us or the Services (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, “spyware”, “adware”, or other code that could adversely impact the Services or any recipient;

(q) interfere with or disrupt the Services or server or network connected to the Services, take any action that might impose a significant burden (as determined by Us) on the Services’ infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Services; or

(r) use the Services in any manner that is inconsistent with the purposes or objectives of the Services, as determined in good faith by Us.

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. McDermott makes no representation that the Services are appropriate or available for use outside the United States.

12. MONITORING OF CONTENT

We are under no obligation to restrict or monitor Content in any way. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE DO NOT REGULARLY MONITOR THE ACCURACY, RELIABILITY, OR QUALITY OF CONTENT. Notwithstanding the foregoing, We reserve the right to modify or remove any Content at any time. Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by third-parties, including other users, are those of the respective author(s) or distributor(s) and not Ours. We do not endorse and are not responsible for the accuracy, reliability, or quality of any opinion, advice, information, or statement made through the Services. You understand that by using the Services, You may be exposed to Content that is offensive, indecent, or objectionable. 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. Under no circumstances will We 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, emailed, or otherwise transmitted via the Services.

13. INDEMNIFICATION

As a condition of Your access to and use of the Services, You agree to hold Us, and Our directors, officers, employees, agents, attorneys, subsidiaries, affiliates, independent and third party contractors and service providers, advertisers, partners, co-branders and sub-licensees and each of their respective successors and assigns harmless from, and indemnify Us and them for, all damages, costs, expenses and other liabilities, including but not limited to attorneys’ fees and expenses, relating to any claim arising out of or related to: (a) Your access to and use of the Services and the Content therein; (b) Your violation of these Terms, the Privacy Policy, any applicable local, state, national or international law, regulation or statute, or the rights of another person or party; (c) any dispute You have or claim to have with one or more users of the Services; (d) Our resolution (if any) of any dispute You have or claim to have with one or more users of the Services; (e) Your improper authorization for Us to collect, use, or disclose any data or Content provided by You; and (f) any disclosures made with Your permission (including, without limitation, Your consent that We disclose Your personal information and other information collected as set forth in the Privacy Policy). Furthermore, You fully understand and agree that: (x) We will have the right but not the obligation to resolve disputes between users relating to the Services and Our resolution of a particular dispute does not a create an obligation to resolve any other dispute; and (y) Our resolution of a dispute will be final with respect to the Services.

14. DISCLAIMER OF WARRANTIES:

14.1 THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION OR CONTENT AVAILABLE THROUGH THE SERVICES.

14.2 WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SERVICES, INCLUDING ANY SOFTWARE USED IN CONNECTION WITH THE SERVICES, WILL BE CORRECTED.

14.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES ARE DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

14.4 CONTENT AND OTHER INFORMATION CONTAINED ON THE SERVICES IS NOT INTENDED TO CONSTITUTE ADVICE OR RECOMMENDATIONS UPON WHICH YOU MAY RELY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. WHILE MCDERMOTT’S CONTENT MAY CONCERN LEGAL ISSUES, IT IS NOT LEGAL ADVICE. MOREOVER, USE OF THE SERVICES IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, A SOLICITATION FOR THE FORMATION OF AN ATTORNEY-CLIENT RELATIONSHIP. NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED THROUGH YOUR USE OF THE SERVICES.

14.5 YOU MUST ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR ANYONE ELSE.

14.6 WE DO NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND ON THE SERVICES AND, THEREFORE, WE SPECIFICALLY DISCLAIM ANY LIABILITY WITH REGARD TO THE SERVICES AND ANY OTHER ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.

15. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT WE, AND OUR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTRACTORS AND SERVICE PROVIDERS, OR SUPPLIERS WILL NOT BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL OUR AGGREGATE LIABILITY OR THE AGGREGATE LIABILITY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTRACTORS AND SERVICE PROVIDERS, AND SUPPLIERS TO YOU EXCEED, IN TOTAL, ONE-HUNDRED DOLLARS ($100). YOU ACKNOWLEDGE THAT THESE LIMITATIONS APPLY EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

16. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 14 AND 15 MAY NOT APPLY TO YOU.

17. USE AND STORAGE

You acknowledge that We may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Services, the maximum disk space that will be allotted on Our servers on Your behalf, and the maximum number of times (and the maximum duration for which) You may access the Services in a given period of time. You agree that We have no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Services. You acknowledge that We reserve the right to log off accounts that are inactive for an extended period of time. You further acknowledge that We reserve the right to change these general practices and limits at any time, in Our sole discretion, with or without notice.

18. TERMINATION

You agree that We may, at any time and at Our sole discretion, with or without cause or any notice to You, terminate these Terms, Your access to the Services, and/or Your Account, or suspend or block Your access to the Services. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of the Services may be referred to appropriate law enforcement authorities. If Your Account is terminated, You may no longer have access to the copies of materials or other Content available through the Services. We may also in Our sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of Your access to the Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that We may immediately deactivate or delete Your Account and all related information and files in Your Account and/or bar any further access to such files or the Services. Further, You agree that We shall not be liable to You or any third-party for any termination of Your access to the Services. The provisions entitled “Posting Content”, “Prohibited Conduct”, “Indemnification”, “Disclaimer of Warranties”, “Exclusion of Damages”, “Limitation of Liability” and “Additional Terms” and the Privacy Policy will survive termination of these Terms. For the avoidance of doubt, Our license rights to Content will survive any termination of these Terms and will not be limited, restricted, reduced or otherwise negatively affected by any termination or other action described in this paragraph.

19. DEALINGS WITH MERCHANTS; LINKS

Advertisements, offers, or links to other websites and resources of third-parties that We do not control may be found on or through the Services. Such advertisements and information may or may not be or remain wholly accurate. You acknowledge and agree that We are not responsible or liable for (i) the availability or accuracy of such sites or resources; or (ii) the Content, advertising, or products or services on or available from such sites or resources. The inclusion of any link through the Services does not imply that We endorse the linked site. You use the links at Your own risk. the Privacy Policy is applicable only when You are using the Services. Once You choose to link to another website, You should read and understand that website’s privacy statement before disclosing any personal information.

Your correspondence or business dealings with, or participation in promotions of, third-party merchants or advertisers that are found on or through the Services or which provide links on or through the Services, including, for example, “click to purchase” and other similar programs, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such merchant or advertiser. You waive any claim against Us and agree to hold Us harmless from any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such merchants or advertisers on or through the Services.

20. PROPRIETARY RIGHTS

You acknowledge and agree that the Services, including any software used in connection with the Services, contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in information presented to You through the Services are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Us, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part.

21. TRADEMARK INFORMATION

McDermott Will & Emery LLP, MWE, PeoplePath, GmbH, and other McDermott and PeoplePath logos and product and service names are trademarks of McDermott or PeoplePath (the “Marks”) respectively. Without McDermott’s or PeoplePath’s prior written permission, as applicable, You agree not to display or use the Marks in any manner whatsoever.

22. CLAIMS OF COPYRIGHT INFRINGEMENT

McDermott responds to notices of alleged infringement in accordance with the US Digital Millennium Copyright Act (“DMCA”), including by removing or disabling access to material claimed to be the subject of infringing activity. McDermott’s DMCA Agent will only respond to notices and inquiries that comply with the requirements of the DMCA. Please see www.copyright.gov for more information.

If You have a good faith belief that Your work was copied in a way that constitutes copyright infringement or that Your intellectual property rights otherwise were violated on or through the Services, please send your claim or notice of infringement to McDermott’s designated DMCA Agent at:

DMCA Agent

McDermott Will & Emery LLP

444 West Lake Street

Chicago, Illinois 60606

compliance@mwe.com

Upon receipt of notification complying with the DMCA, McDermott will take steps to remove or disable access to any infringing material and remove or disable access to any link to infringing material. Notifications must include ALL of the following:

(a) A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;

(b) A description of the copyrighted work that You claim has been infringed;

(d) Contact information reasonably sufficient to permit McDermott to contact You;

(e) A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

(f) A statement by You, made under penalty of perjury, that the information in Your notification to McDermott is accurate and that You are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please do not send any other correspondence or inquiries to McDermott’s DMCA agent.

23. NOTICES AND CONTACT INFORMATION

Except as otherwise provided in these Terms, We will give You any notices by posting them on the Services. You agree to check the Services for notices, and that You will be considered to have received a notice when it is made available to You by posting on the Services. You authorize Us to provide notice (including without limitation notice of subpoenas or other legal process, if any) to any email or other address that You provide during registration. You agree to keep Your address current and that notice provided by Us to the address that You have most recently provided will constitute effective notice. If you have a question regarding the Services, please feel free to contact us via email or at the address below. Email communications are not necessarily secure, so please do not include sensitive information in any email to us.

McDermott Will & Emery LLP

Attn: Marketing

444 West Lake Street

Chicago, Illinois 60606

+1 312 372 2000

contactus@mwe.com.

Legal notices must be sent to the following:

McDermott Will & Emery LLP

444 West Lake Street

Chicago, Illinois 60606

+1 312 372 2000

GENERALCOUNSELOFFICE@mwe.com

Attn: Office of the General Counsel

24. ADDITIONAL TERMS

24.1 Agreement to Conduct Transactions Electronically. You agree that all of Your transactions with or through the Services may, at Our option, be conducted electronically from start to finish. If We decide to proceed non-electronically, those transactions will still be governed by the remainder of these Terms unless You enter into different terms on a form provided by Us. If the law allows You to withdraw this consent or if We are ever required to deal with You non-electronically, We reserve the right to charge or increase fees and You agree to print or make an electronic copy of the Terms and any other contract or disclosure that We are required to provide to You.

24.2 Compliance with Laws. You are responsible for compliance with all applicable laws, keeping in mind that access to the Services by certain persons or in certain countries may not be legal.

24.3 No Agency; No Third-Party Beneficiary. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms. Neither You nor We intend that any third-party will be a beneficiary of or entitled to rely on any part of these Terms.

24.4 Severance. If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible.

24.5 No Assignment. These Terms are personal to You and You may not transfer, assign or delegate these Terms to anyone without Our express written permission. Any attempt by You to assign, transfer or delegate these Terms without Our express written permission will be null and void. We shall have the right to transfer, assign and/or delegate these Terms to one or more third-parties without Your permission.

24.6 Jurisdiction; Choice of Law; Export Limitations. The Services are controlled and primarily operated by us in the United States, with certain data center services provided by our third-party service provider located in Cologne, Germany. You are responsible for compliance with applicable local laws. You may not use or export anything from the Services in violation of U.S. export laws and regulations, other applicable laws or regulations, or the Terms. These Terms and all performances and claims of every nature (including without limitation, contract, tort and strict liability) relating in any way to any aspect of the Services are governed by the laws of the State of Illinois, United States, without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction. In case of any dispute related to the Services, You agree (i) to submit to personal jurisdiction in the city of Chicago, Illinois, and (ii) that exclusive jurisdiction and venue shall lie in the state and federal courts located in the city of Chicago, Illinois.

24.7 Limitations on Actions; No Class Actions. Any action concerning any dispute You may have with respect to the Services must be commenced within one year after the cause of the dispute arises, or the cause of action is barred. You agree any action related to the Services must be brought in Your individual capacity only – not as a representative or member of a class – and You expressly waive any right to file a class action or seek relief on a class action basis.

24.8 Paragraph Headings. The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect.

24.9 Entire Agreement. These Terms (including terms incorporated into them (e.g., the Privacy Policy)), as well as any additional terms or conditions contained on the Services for particular activities, and disclosures provided by Us and consents provided by You on the Services comprise the entire agreement between You and Us with respect to the use of the Services and supersedes all prior agreements between the parties regarding the subject matter contained herein, and neither party has relied on any representations made by the other that are not expressly set forth in these Terms.

24.10 No Waiver. Our failure to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or Our right to act with respect to subsequent or similar breaches. We suggest that You print out a copy of these Terms for Your records.

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Last updated: [April 13, 2021]