Terms and Conditions of Use

Terms of Website

BY ACCESSING SEWARD & KISSEL LLP’S (“S&K”) SKRC WEBSITE (THE “WEBSITE”), YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE (THE “TERMS”) AND ALL APPLICABLE LAWS AND REGULATIONS, AND YOU AGREE THAT YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.  IF YOU ARE ACCESSING THE WEBSITE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF.  IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, OR YOU DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR APPLICABLE ENTITY, YOU ARE PROHIBITED FROM ACCESSING OR USING THE WEBSITE.

You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Website.  You additionally represent, warrant and agree that (i) your use of the Website and the materials on the Website is in compliance with your employer’s compliance policies (if applicable) and you have received all necessary approvals from any such employer for your use of the Website; and (ii) you are in compliance with the laws and regulations of each country, political subdivision, and regulatory, self-regulatory or membership organization that has jurisdiction over you or of which you are a member relating to trading in or advising others regarding purchasing or selling securities, commodities, currencies or any financial instrument or contract for the exchange of value, services or risk that is traded on any market or otherwise.

To the extent that there is a conflict between any terms of engagement in place between you and S&K (“Terms of Engagement”) and these Terms, these Terms will govern with respect to the Website and the materials provided on the Website.  Materials provided on the Website do not constitute legal advice, have not been developed for your specific purposes or circumstances, and are for informational purposes only.  You should seek legal advice before acting or refraining from acting as a result of materials on the Website.

The materials on the Website are only relevant to the jurisdictions to which they expressly apply and may not be suitable for use in other jurisdictions.

 

 

  • Modification of Terms

 

S&K may revise these Terms at any time without notice. By accessing this Website you are agreeing to be bound by the current version of these Terms.

 

  • Passwords and Website Access

 

When you create an account on the Website, you will be provided with or asked to supply a password.  Access to the Website is provided on a single user basis and you may not share your password with others.  By creating an account, you agree to provide accurate and complete information and to promptly inform S&K of any changes to such information.

You must keep your password confidential, and you are responsible for all use of your password and account. S&K has the right to disable your password at any time for any reason or no reason and your sole and exclusive remedy will be a refund of a pro rata portion of any consideration paid by you for such Website access.

The amount and type of material that you can access on the Website is governed by your relationship with S&K and shall be determined by S&K in its sole discretion.

You must immediately inform S&K if you are mistakenly granted access to the Website in whole or in part, if you become aware of a breach of the confidentiality of your password, or if you become aware of an unauthorized use of the Website.

S&K reserves the right to suspend or discontinue the Website or your access to the Website at any time without notice or liability.

 

  • License

 

S&K grants to you a limited, revocable, non-exclusive and non-transferable license to use the Website for internal purposes only in the ordinary course of your employer’s business in accordance with these Terms.  S&K may terminate this license at any time with or without notice and for any reason or no reason.  By allowing you access to the Website, S&K does not grant to you any express or implied patent, trademark, copyright or other intellectual property right except for the right to use the Website as expressly permitted by these Terms.

You may download, copy, or print authorized materials from the Website only for internal use or personal purposes in the ordinary course of your employer’s business provided that you acknowledge S&K as the source of the materials and you do not download, copy, or print materials from the Website for profit.  You may not:

      1. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
      2. remove any copyright or other proprietary notices from the materials;
      3. resell, distribute or transfer the materials to outside persons for any purpose, except that you may send materials to regulators as required by the regulators or to potential investors in the ordinary course of your employer’s business; or
      4. link to or frame the Website.

You may not hold out any material taken from the Website and subsequently amended by you as an S&K document. Upon S&K’s request, you must return or destroy all copies of material that you have downloaded, copied, or printed.  Except as otherwise expressly provided in these Terms, you must keep the Website and all materials on the Website confidential.

 

  • Disclaimer

 

THE MATERIALS ON THE WEBSITE ARE PROVIDED “AS IS”. S&K MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WEBSITE OR THE MATERIALS ON THE WEBSITE, EXPRESS OR IMPLIED, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW HEREBY DISCLAIMS AND NEGATES ALL REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER RIGHTS. FURTHER, S&K DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY OF, RESULTS TO BE OBTAINED FROM, OR RELIABILITY OF THE WEBSITE OR THE MATERIALS ON THE WEBSITE OR OTHERWISE RELATING TO THE WEBSITE OR SUCH MATERIALS OR ANY SITES LINKED TO THE WEBSITE.

 

  • Indemnity; Limitations

 

You agree to indemnify, defend and hold S&K harmless from and against any and all losses, liabilities, judgments, arbitration awards, settlements, expenses, damages and costs, including without limitation attorneys’ fees and disbursements, arising in any manner out of or relating to your use of, or inability to use, the Website or the materials on the Website or any breach or alleged breach by you of these Terms.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW S&K WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, OPPORTUNITY, SYSTEMS, REPUTATION, GOOD WILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF S&K HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OF OR THE INABILITY TO USE THE WEBSITE OR THE MATERIALS ON THE WEBSITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE WEBSITE OR THE MATERIALS ON THE WEBSITE.  NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE TERMS AND WITHOUT LIMITING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF S&K WITH RESPECT TO THE WEBSITE AND THE MATERIALS ON THE WEBSITE SHALL NOT EXCEED THE AMOUNT EARNED, IF ANY, BY S&K FROM YOU FOR THE LAST 12 MONTHS FOR YOUR USE OF THE WEBSITE.

S&K may use third party providers in connection with the Website.  You understand and agree that S&K is not responsible for the information or materials provided by such third party providers and is not obligated to manage the accuracy or completeness of such information or materials.

Nothing on the Website constitutes an offer or acceptance to provide or receive legal advice, and no attorney-client relationship is formed with S&K by accessing the Website.

 

  • Revisions and Errata

 

The materials appearing on the Website may include technical, typographical, or photographic errors. S&K does not warrant that any of the materials on the Website are accurate, complete, or current. S&K may make changes to the materials on the Website at any time without notice and for any reason in S&K’s sole discretion. S&K does not make any commitment to update the materials.

 

  • Intellectual Property

 

As between you and S&K, S&K is the owner of all right, title and interest, including without limitation all intellectual property rights, in the Website and the materials on the Website. S&K reserves all rights to any materials created by S&K, including without limitation design, text, graphics, and their selection and arrangement.  The Website and the materials on the Website are Copyright © 2005-2015 Seward & Kissel LLP or its licensors.

 

  • Viruses; Conduct

 

You shall not introduce viruses, including without limitation Trojan horses, worms, time bombs, cancel bots or other viruses, into the Website.  You may not attempt to access the Website without authorization.

S&K shall not be liable for any damage caused by an attack on or introduction of a virus to the Website, even if such attack or virus affects your computer equipment, computer programs, data, or other proprietary material.

You shall not: (i) interfere or attempt to interfere with the proper working of the Website; (ii) use manual or automated software, devices, or other processes to crawl or spider any page of the Website; or (iii) harvest or scrape any materials from the Website.

 

  • Links

 

S&K may provide links to third party sites on the Website.  S&K has not reviewed all of the sites linked to the Website and is not responsible for the contents of any such linked sites. The inclusion of any link does not imply endorsement by S&K of the site. Use of any such linked site is at your sole risk.  S&K shall not be liable, directly or indirectly, for any damage or loss resulting from any linked sites or the contents of any linked sites.

 

  • Privacy Policy

 

S&K has developed this privacy policy in order for you to understand how S&K collects, uses, communicates and discloses personal information.  If you do not agree with S&K’s privacy policy, you are prohibited from accessing or using the Website. The following outlines S&K’s privacy policy:

        1. Information collected by S&K may include, but is not limited to, your name, company name, job title, address, telephone number, fax number, website address, and e-mail address.  E-mail addresses, IP addresses, ISP identifiers and timestamps may be collected, recorded and stored for the potential purpose of tracking Website usage or acting upon violations of these Terms.
        2. S&K will collect and use personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
        3. S&K will only retain personal information as long as necessary for the fulfillment of those purposes.
        4. S&K will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
        5. S&K will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
        6. S&K will make readily available to users information about our policies and practices relating to the management of personal information.
        7. S&K does not intentionally trade, sell, distribute, rent, or pass on any information about users without a court order.  S&K, however, is not responsible and shall not be liable for any hacking attempt that may lead to this information being compromised.

 

  • Duty to Monitor

 

S&K is under no obligation to restrict or monitor Website content in any way.  S&K neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Website.  S&K, however, reserves the right to modify or remove any content at any time.

 

  • Claims Against Employees

 

By using this Website, you acknowledge and accept that you may not bring a claim against any of S&K’s employees in connection with your use of or inability to use the Website.

 

  • Technical Support

 

S&K has no obligation to provide you with technical support of any kind.  However, S&K may provide you with technical support from time to time, in our sole discretion, if you have created an account.  You may contact us at help@sewkis.com.

 

  • Entire Agreement

 

These Terms and any policies and guidelines posted to the Website by S&K comprise the entire agreement between you and S&K with respect to the use of the Website and the materials on the Website.  The headings in these Terms are intended for convenience of reference only and shall not affect the meaning or interpretation of these Terms.

 

  • Assignment

 

These Terms are personal to you and may not be assigned, transferred or sublicensed by you without S&K’s prior written consent. S&K may assign, transfer or delegate any of its rights and obligations hereunder without your consent.

 

  • Agency

 

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither of us has any authority to bind the other in any respect.

 

  • Miscellaneous

 

Any claim relating to the Website or the materials on the Website shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and S&K agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, New York.  The failure of S&K to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.  If any provision of these Terms is found to be invalid by a court of competent jurisdiction, you and S&K nonetheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.  You agree that regardless of any statute or law to the contrary, you may not bring any claim or cause of action arising out of or related to use of the Website or the materials on the Website or arising out of or relating to these Terms more than one (1) year after such claim or cause of action arose.  EACH OF US WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THESE TERMS OR YOUR USE OF THE WEBSITE OR THE MATERIALS ON THE WEBSITE.