“CS&M” shall mean Cravath, Swaine & Moore LLP;
“we”, “us” or “our” shall mean CS&M and any current or future successors and/or assigns;
“Web Site” or “the Web Site” shall refer to the CS&M Alumni Web Site or such other web site as may be designated by CS&M from time to time;
“Content” shall mean any text, software, database, format, graphic, photographic and/or written content and/or all other material developed by or on behalf of CS&M that are on or form part of the Web Site;
“partner, associate or other employee of CS&M” shall mean a member, partner, associate attorney, consultant or other employee of CS&M;
“Intellectual Property Rights” shall mean (i) copyrights, patents, database rights and rights in trademarks, designs, know-how and confidential information (whether registered or not); (ii) applications for registration and the right to apply for registration for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
“you” or “your” shall mean each individual user of the Web Site; and
“your Material” shall mean all personal and professional data and all other material you allow to be posted to the Web Site or that you send, submit or upload to the Web Site, including but not limited to e‑mails, text, graphic files, photographs or moving images, or responses to any questionnaire(s) available through the Web Site.
2. Access to the Website
a. The Web Site may at times be provided by a service provider on behalf of CS&M, the principal office of which is located at Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019, United States. CS&M is a registered limited liability partnership established under the laws of the State of New York. The personal liability of its partners is limited to the extent provided in such laws.
b. By enrolling as a user of the Web Site, you agree that you will employ its contents solely for your own personal use.
c. Except as expressly permitted by applicable law, you may not copy (except to the extent required in order to use the Web Site in accordance with the Policy), store in any medium (including in any other Web Site), distribute, transmit, re-transmit, broadcast, modify or show in public any part of the Web Site or systematically extract material from the Web Site or any document available through it or in any other way exploit commercially all or any part of the Web Site or any document available through it without our prior written permission.
d. Access to the Web Site shall be provided to you subject to the Policy. We cannot guarantee that the Web Site will operate in accordance with your expectations or will be error-free. If you become aware of any operational problem or error relating to the Web Site, you may contact us by e-mail at email@example.com and we will endeavor to correct it. We do not guarantee the availability to you of any links that may be provided from the Web Site.
e. You agree to ensure the confidentiality of your password and to prevent any unauthorized person or persons from accessing the Web Site through the use of your password.
f. If you know or suspect that an unauthorized person knows your password, or you are concerned about possible misuse of the alumni and/or CS&M lawyer directory accessible via the Web Site, you agree to notify us immediately by sending an e-mail to firstname.lastname@example.org. You may request a new password from us at any time by sending an e-mail to email@example.com or by logging on to the Web Site and clicking on “Change Password”. Once you select a new password, your previous password will be cancelled and your new password will be in effect.
g. You agree to comply with the instructions we give you relating to the use of the Web Site.
h. You agree to comply with all applicable laws and regulatory requirements relating to your use of the Web Site. You agree not to use the Web Site to circulate, send or distribute any information or data that would be in contravention of any applicable regulations or legislation, including but not limited to regulations or legislation governing financial services, money laundering and anti-terrorism.
i. You are responsible for all telecommunications charges relating to your use of the Web Site.
j. We reserve the right to update, modify, restrict access to or close the Web Site at any time. We have no obligation to update the Web Site but we may do so from time to time.
3. As between us and you, we (or our suppliers) own all Intellectual Property Rights in the Content and the Web Site and you do not acquire, by virtue of your use of the Web Site and your acceptance of the Policy (or otherwise), any right, title or interest in any of such Intellectual Property Rights. If third-party software is required in order for you to use the Web Site, you will obtain the license to use such software at your expense.
4. Your Material
a. You agree to ensure that all your Material shall be legal and truthful; that it complies with all applicable laws and regulations; that it does not infringe the Intellectual Property Rights or other rights of CS&M or any third party; that it is not defamatory, obscene, offensive, pornographic, harassing, invasive of another’s privacy or indecent, bigoted or racially, ethnically, sexually or otherwise objectionable; that it is free of computer bugs, worms, or viruses; and that it is not fraudulent, false, unreliable or misleading. CS&M reserves the right not to publish (or, if already published, to remove) any of your Material that we deem, in our sole discretion, to be contrary to this paragraph or any other applicable provision contained in the Policy and/or any applicable law or regulation.
b. You agree to ensure that all of your Material provided by you for posting to the Web Site is accurate and current, and to update your Material, as necessary, to ensure that it remains accurate and current on an ongoing basis. CS&M assumes no responsibility or liability whatsoever in relation to the accuracy or currency of any of your Material that is posted to the Web Site.
c. You agree to assume sole responsibility and liability for all of your Material that is posted to the Web Site. CS&M assumes no liability whatsoever in relation to any of your Material.
d. If we conclude, in our sole discretion, that any part of your Material exposes CS&M to the risk of a claim or complaint by any third party, or is otherwise inappropriate for posting to the Web Site, we may block your access to any or all of the Web Site and remove or refuse to post to the Web Site any or all of the relevant part of your Material. You will provide all reasonable assistance to us in this respect. To the extent reasonably practicable and appropriate to do so, we will notify you in advance of taking this action.
e. You agree not to use the Web Site to advertise or sell any goods or services to anyone, including other Web Site users.
5. No representation or warranty, express or implied, statutory or otherwise, as to condition, satisfactory quality, performance, fitness for purpose or otherwise is given by us in respect of the Web Site or the Content, and all such representations and warranties are excluded except to the extent that their exclusion is prohibited by law.
6. Limitations and Exclusions of Our Liability
a. Our liability to you under or in connection with the Web Site, whether arising from negligence, breach of contract or otherwise, shall be to take such actions as are reasonably required at our sole and exclusive discretion in order to:
i. remove or delete data or other material entered in error,
ii. remove or delete data or other material that is the subject of dispute or
iii. correct data or other material entered in error.
b. We will not be liable to you for any loss of profits, business or data or for any indirect, special, incidental, consequential, punitive or exemplary damages or costs, whether arising from negligence, breach of contract or otherwise, regardless of whether it was foreseeable or not.
c. We will not be liable to you for any direct or indirect, special, incidental or consequential, punitive or exemplary damages or costs arising out of the use or misuse of any aspect of the Web Site, including but not limited to the alumni and CS&M lawyer directories that are posted to the Web Site.
d. We will not be liable for any damage or loss that may be caused to any equipment or software due to any virus, defect or malfunction in connection with the access or use of the Web Site, your Material or the Content.
e. Nothing in the Web Site or the documents available through it gives rise to an attorney-client relationship or constitutes legal or other professional advice. You should not rely on any information contained in the Web Site as if it were legal or other professional advice.
d. We may collect information about you and other users of the Web Site in various ways:
i. By gathering information provided to us by you and other users of the Web Site from time to time;
ii. By gathering publicly available news or published material relating to you and other users of the Web Site from time to time;
iii. By our use of “cookies” (as described below) on the Web Site;
iv. By extracting any of your Material that you have voluntarily sent or uploaded to the Web Site during the course of your use of the Web Site; and
v. By requesting additional information from you from time to time once you have enrolled as a user of the Web Site.
b. The data and other material collected by our servers and/or through cookies that may be placed in your computer will not be kept for longer than is necessary to fulfill the purposes mentioned above.
c. Navigation data about users of the Web Site shall be automatically collected by our servers. If you do not wish to have this navigation data collected, we recommend that you not enroll as a user of the Web Site.
d. You may set your browser to block the recording of cookies on your hard drive to minimize the amount of data that may be collected about your usage of the Web Site. The browser on your computer can be set to notify you when a cookie is being recorded on your computer’s hard drive. Most browsers can also be set to prevent cookies from being recorded on your computer. However, for optimal use of the Web Site, we recommend that you do not block the recording of cookies on your computer.
9. We will use your Material only in accordance with the following guidelines:
a. To support the proper functioning of the Web Site;
b. To provide users of the Web Site with data about other users;
c. To enable us to answer any questions you may have about the Web Site and to notify you of any changes to the Web Site;
d. To enable our staff or designated representatives to verify your identity for the purposes of enrolling new users to the Web Site; issuing new and/or replacement passwords to users; and allowing users to gain access to the Web Site on an ongoing basis; and
e. To disclose to selected third parties who may assist us in the development, maintenance and improvement of the Web Site on a need-to-know basis.
10. If you receive communications from CS&M, including memos periodically distributed to clients and others, in paper or electronic form, or you enroll to become a user of the Web Site, we may use your Material in order to send you additional information relating to CS&M, its Alumni Program or its products or services. We may also use your Material to update our records.
11. If we, or any of the third parties we engage to provide this Web Site to you, cease to trade, become insolvent, enter into receivership or are subject to any equivalent event, those acting on our behalf or on behalf of such third parties may sell their respective businesses or parts of their respective businesses to a third party, in fulfillment of legal or business requirements. In these circumstances, we shall use reasonable efforts to contact you in advance of the disclosure, by us or such third parties, of your Material to any other party, but you acknowledge that this might not be technically or commercially feasible in all circumstances.
12. Terminating Your Use of the Web Site and/or Your Receipt of CS&M Communications
a. If you wish to terminate your use of the Web Site, please contact firstname.lastname@example.org. Please note that it may take some time to process your request and to cancel your participation.
b. Your Material shall remain on the Web Site, even if you decide to terminate your use of the Web Site. If you wish us to remove your Material from the Web Site, please contact email@example.com. We will remove your Material from the Web Site as quickly as is reasonably possible. In removing your Material from the Web Site, we will retain your information for such periods as are appropriate in relation to legal and other operational requirements.
c. If you wish to withdraw your consent to receive CS&M communications, please contact firstname.lastname@example.org.
13. We may be required to disclose your Material to a third party as a result of a court order or to comply with other legal or regulatory requirements. We will use reasonable endeavors to notify you beforehand, unless we are legally restricted from doing so or circumstances make this not practical.
14. General Provisions
a. We reserve the right to vary or amend the Policy from time to time. We will notify you of any such amendment by posting the relevant amendment to the Web Site. Any changes shall take effect as of the time and date the amendment is posted on the Web Site.
b. Our rights under the Policy:
i. may be exercised as often as necessary;
ii. are cumulative and not exclusive of rights or remedies provided by law; and
iii. may be waived only in writing and specifically.
Delay in the exercise or non-exercise of any such right is not a waiver of that right.
c. If a provision of the Policy is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:
i. the legality, validity or enforceability in that jurisdiction of any other provision of the Policy; or
ii. the legality, validity or enforceability in other jurisdictions of that or any other provision of the Policy.
d. Nothing in the Policy shall be deemed to give rise to a partnership between CS&M and you, or render either of us as the agent of the other for any purpose.
e. A waiver (whether express or implied) by either CS&M or you of any of the provisions of the Policy or of any breach of, or default by the other of us in performing, any of the provisions of the Policy will not constitute a continuing waiver and that waiver will not prevent the waiving party from subsequently enforcing any of the provisions of the Policy not waived or from acting on any subsequent breach of, or default by the other party under, any of the provisions of the Policy.
15. Governing Law
The Policy in its entirety shall be governed by, and interpreted in accordance with, the laws of the State of New York, and you and we agree to submit irrevocably to the exclusive jurisdiction and venue of the United States federal and New York State courts located in the County, City and State of New York in connection with any dispute or claim arising under or relating to the Policy.