Effective: December 17, 2020

The following terms and conditions (the “Terms”) govern your access to and use of the Website as a User. By accessing and using our Website, you agree to these Terms. We may update the Terms at any time by posting an amended version on this Website including the effective date of the updated version. By accessing the Website after we make such changes, you will be deemed to have agreed to such changes.

Intellectual Property: Labaton Keller Sucharow LLP (“Labaton”) owns all right, title and interest, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Website and its software, applications, systems, functionality, appearance, text, video, audio, graphics and content, including but not limited to any enhancements, derivatives, updates or other modifications, any data or information developed or provided by Labaton (including any de-identified or aggregated data), and any know-how, methodologies, equipment, technologies, formulas, databases, data analytics, algorithms, designs, benchmarks, or processes used by Labaton on the Website. All rights in the Website, including but not limited to, rights in intellectual property therein, confidential and trade secret material, source code, object code, trademarks, service marks, patents, copyrights and logos, and technologies, formulas, databases, data analytics, algorithms, designs, content, benchmarks or processes developed or provided by Labaton shall be and will remain the sole and exclusive property of Labaton.

Prohibited Uses: User is granted only a limited right of personal access and use of the Website. User is not permitted to make any commercial use of the Website. User will not permit, assist, facilitate or encourage others to: (a) modify, publish, translate, reverse engineer, reverse compile, disassemble, translate, or create derivative or collective works from the Website or any portion thereof; (b) copy, reproduce, transmit, scrape or distribute the Website, including through the use of a robot, spider or other automatic means; (c) license, sell, resell, lease or otherwise distribute or grant access to third parties to the Website; (d) create malicious software products, tools, designs, instructions or technologies that negatively impact the Website’s performance, functionality, or interoperability with other applications; (e) circumvent any technological measure that controls access to the Website or any part thereof; (f) remove or obfuscate any proprietary notices or labels on the Website; or (g) use the Website for any unlawful or improper purpose.

Third Party Links: Our Website may contain links to other third-party sites. Labaton provides these links for your convenience only. When you click on one of these links, you are visiting a website operated by an entity other than Labaton. Labaton does not control and is not responsible for those third-party sites and their practices. We encourage you to investigate the policies and practices of these third-party operators.

No Warranty: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.” LABATON SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE, APPLICATIONS AND ENTIRE CONTENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, AND A COURSE OF DEALING OR TRADE USAGE.

Limitations of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, LABATON SHALL NOT BE LIABLE FOR (i) ANY PERSONAL INJURY, HARM, DEATH OR DISABILITY ARISING FROM USER’S ACCESS TO OR USE OF THE WEBSITE; OR (ii) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT AND LOSS OF USE) ARISING FROM USER’S ACCESS TO OR USE OF THE WEBSITE, EVEN IF LABATON HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

SOME STATES DO NOT RECOGNIZE EXCLUSIONS OF OR LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSIONS OF OR LIMITATIONS ON PERSONAL INJURY DAMAGES OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES SO THE PROVISIONS SET FORTH ABOVE IN PARAGRAPHS (“No Warranty” and “Limitations of Liability”) MAY NOT BE APPLICABLE TO YOU DEPENDING ON THE STATE.

Indemnification: You agree to defend, indemnify and hold harmless Labaton from any claim, loss, expense, demand or damage arising from your violation of the Terms.

Non-Waiver: No waiver on the part of Labaton to exercise any right, remedy or privilege shall preclude or limit Labaton from exercising any other right or further exercise of such rights or the exercise of another right, remedy or privilege.

Attorney Advertising: the Website may be considered attorney advertising under the rules of some states. The information contained on this Website is for informational purposes and does not constitute legal advice.

Governing Law: The Terms shall be governed by the laws of the State of New York, without giving effect to its conflict of laws provisions, and the venue and jurisdiction for any legal action to resolve disputes concerning this Agreement shall be in the State and/or Federal Courts of the State of New York.