Terms and Conditions

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates (collectively, "Skadden, Arps," "Skadden," the "firm," "we," "us" or "our") welcomes you to the Skadden, Arps Alumni Website (the "Alumni Website"). By accessing or using the Alumni Website, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms and Conditions. Please note that if you visit the other areas of our website, you are subject to the terms and conditions applicable for that area and you should consult such terms and conditions.
 

1. Privacy

 
Please review our Privacy Policy, which also governs your visit to the Alumni Website, so that you may understand our privacy practices.
 

2. Disclaimer

 
The information contained in the Alumni Website is provided for informational purposes only and should not be construed as legal advice on any subject matter.
 
No visitors to the Alumni Website, clients or otherwise, should act or refrain from acting on the basis of any content included in the Alumni Website without seeking the appropriate legal or other professional advice on the particular facts and circumstances at issue from an attorney licensed in the recipient's state.
 
We do not warrant that the contents of the Alumni Website are accurate, complete, reliable, current, or error-free. We expressly disclaim all liability in respect to actions taken or not taken based on any or all the contents of the Alumni Website.
 

3. Intellectual Property

 
All content available on the Alumni Website, including, but not limited to, text, graphics, logos, button icons, images, audio clips, data compilations, and software, and the compilation thereof (the "Content") is the property of Skadden, our affiliates or our licensors, and is protected by United States and international copyright laws.
 
The trademarks, logos, and service marks displayed on the Alumni Website (collectively, the "Trademarks") are the registered and unregistered marks of Skadden, our affiliates or our licensors, in the United States and other countries, and are protected by United States and international trademark laws. All Trademarks not owned by us or our affiliates that appear on the Alumni Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
 
Except as set forth in the limited license in Section 4 below, or as required under applicable law, neither the Content, the Trademarks, nor any other portion of the Alumni Website may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent.
 

4. Limited License

 
We grant you a limited, revocable, and non-exclusive license to access and use the Alumni Website for individual use. Please note that you may not frame or utilize framing techniques to enclose the Alumni Website or any portion thereof without our prior written consent.
 
The limited license set forth in this Section 4 does not include the right to: (i) modify, download, distribute or reproduce the Alumni Website or its Content (except for caching, to print a copy for individual use, or as necessary to view content); (ii) make any use of the Alumni Website or its Content other than individual use; (iii) create any derivative work based upon either the Alumni Website or its Content; (iv) use any meta tags or any other "hidden text" utilizing our name or the Trademarks without our express written consent; or (v) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure.
 
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Alumni Website for personal, non-commercial use only. A website that links to our Alumni Website (i) may link to, but not replicate, our Content; (ii) may not imply that we are endorsing such website or its services or products; (iii) may not misrepresent its relationship with us; (iv) may not contain content that could be construed as distasteful, obscene, offensive or controversial, and may contain only content appropriate for all ages; (v) may not portray us or our services in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions; (vi) may not use any Trademark without express written permission; and (vii) may not link to any page of the Alumni Website other than the home page. We may, in our sole discretion, request that you remove any link to the Alumni Website, and upon receipt of such request, you shall immediately remove such link.
 
Any unauthorized use by you of the Alumni Website terminates the limited license set forth in this Section 4 without prejudice to any other remedy provided by applicable law.
 

5. Your Account

 
Authorized users of the Alumni Website are provided with a user name and password. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your user name and password. We reserve the right to revoke your user name and password, refuse service, or remove or edit content, for any reason in our sole discretion, without prior notice.
 

6. Third Party Links

 
We are not responsible for the content of any websites linked to or from the Alumni Website. Links appearing on the Alumni Website are for convenience only and are not an endorsement by us of the referenced content, product, service, or supplier. Your linking to or from any other websites is at your own risk. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, any other websites linked to or from the Alumni Website, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms and conditions. You should carefully review the terms and conditions and privacy policies of all other websites that you visit.
 

7. Submissions

 
Any inquiries, feedback, suggestions or ideas you provide to us (collectively, "Submissions") will be treated as non-proprietary and non-confidential. Subject to the terms of our Privacy Policy, by transmitting or posting any Submission, you hereby grant us a nonexclusive, royalty-free, perpetual, transferable, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute, and display any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works. You also acknowledge that we may use your Submission, and any ideas, concepts or know how contained therein, for any purpose.
 
If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission and that such Submission does not infringe the rights of any third party. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify us for all claims arising from your Submission.
 

8. Representations and Warranties; Limitation of Liability

 
THE ALUMNI WEBSITE IS PRESENTED "AS IS" AND "WHEN AVAILABLE." WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE ALUMNI WEBSITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AVAILABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.
 
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, TORT OR OTHERWISE), UNDER ANY CIRCUMSTANCES, FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE ALUMNI WEBSITE; (c) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF THE PLACEMENT OF LINKS TO OR FROM THE ALUMNI WEBSITE; (e) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE ALUMNI WEBSITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES; (f) ANY INACCURACIES, OMISSIONS OR MISLEADING, FALSE OR DECEPTIVE STATEMENT IN THE CONTENT; OR (g) EVENTS BEYOND OUR REASONABLE CONTROL.
 
FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE ALUMNI WEBSITE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH COUNTRIES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
 

9. Indemnification

 
You agree to defend, indemnify and hold us harmless for any loss, damages or costs, including reasonable attorneys' fees and disbursements, resulting from any third party claim, action, or demand resulting from your use of, or inclusion in, the Alumni Website. You also agree to indemnify us for any loss, damages, or costs, including reasonable attorneys' fees and disbursements, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
 

10. Disputes

 
With respect to any dispute regarding the Alumni Website, your rights and obligations and all actions contemplated by these Terms and Conditions shall be governed by the laws of New York, as if the Terms and Conditions were a contract wholly entered into and wholly performed within New York. Any dispute relating in any way to your visit to the Alumni Website shall be submitted to confidential arbitration in New York, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in New York, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
 

11. General

 
You acknowledge and agree that these Terms and Conditions, together with our Privacy Policy, constitute the complete and exclusive agreement between us concerning your use of the Alumni Website, and supersede and govern all prior proposals, agreements, or other communications.
 
We reserve the right, in our sole discretion, to change these Terms and Conditions at any time by posting the changes on the Alumni Website. Any changes are effective immediately upon posting to the Alumni Website. We may, with or without prior notice, terminate any of the rights granted by these Terms and Conditions. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Alumni Website.
 
Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, or other form of joint enterprise between us. Our failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of these Terms and Conditions shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
 
If you have any questions regarding these Terms and Conditions, please contact us by email at alumni@skadden.com.