Effective Date: May 22, 2018
1. ACCEPTANCE OF TERMS
Before accessing and using the Services, please read these Terms carefully, because they form a legal agreement between McDermott and you. These terms contain provisions that limit McDermott’s liability to you.
BY USING THE SERVICES, YOU AFFIRM THAT:
- YOU HAVE READ AND UNDERSTAND THESE TERMS;
- YOU WILL COMPLY WITH THE TERMS; AND
- YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO CONTRACTS.
IF YOU DO NOT AGREE TO ANY OF THESE TERMS, PLEASE DO NOT USE THE SERVICES.
2. CHANGES TO TERMS
The Effective Date of these Terms is set forth at the top of this webpage. We may make changes to these Terms from time to time, and we will notify you of such changes by posting the revised version of the Terms on the Services. When we modify these Terms, we will update the Effective Date above.
Your continued use of the Services after the Effective Date constitutes your acceptance of the amended Terms. The amended Terms supersede all previous versions of the Terms. We encourage you to review these Terms frequently and to print out a copy of these Terms for your records.
3. ADDITIONAL TERMS
Additional terms and conditions (“Additional Terms”) may apply to certain of the Services, such as mobile applications (“Apps”). McDermott may present Additional Terms through the Services or offline. You must agree to Additional Terms before using the Services to which they relate. These Terms and any of the Additional Terms apply equally. If any of the Additional Terms are irrevocably inconsistent with any provision of these Terms, the Additional Terms will prevail, but only for the Services to which the Additional Terms apply.
4. MCDERMOTT CONTENT
All content and material comprised in, appearing on, or made available through the Services, including, without limitation, artwork, graphics, photos, images, page layout and look and feel designs, text, publications, blog posts, client alerts, video and audio clips, podcasts, webinars, directories, listings, databases, online and mobile software applications, trademarks, service marks, logos and other McDermott identifiers (collectively, “McDermott Content”), together with all copyrights, trademark rights and other intellectual property rights therein and thereto, are the property of McDermott and may not be copied, reproduced, used or exploited without the express prior written permission of McDermott. McDermott does not own Submissions as described in Section 5 below.
If you agree to these Terms (as well as any Additional Terms related to specific McDermott Content), then McDermott grants you a limited, non-exclusive, non-sub-licensable and non-transferable license to access and use the McDermott Content for your personal, non-commercial use only. All rights not expressly granted herein are reserved by McDermott.
Unless McDermott provides you with written authorization to do so, you may not:
- Incorporate any McDermott Content into any other work or use McDermott Content in any public or commercial manner;
- Copy, modify, reproduce, adapt, reverse engineer, distribute, frame, republish, upload, display, post, transmit, transfer, license or sell McDermott Content in any form or by any means;
- Change any of the notices about copyright, trademarks or other intellectual property rights included in the McDermott Content; or
- “Deep link” to any of the Services (i.e., link to any page other than the home page of one of the Services).
These Terms and your use of the Services grant you only the limited rights described in these Terms. Nothing contained in these Services grants, by implication, estoppel or otherwise, any license or right in or to McDermott’s trademarks, logos or service marks (“Marks”), patents, trade secrets or other intellectual property embodied in the Services. Unauthorized use of any of the Marks or McDermott’s other intellectual property may violate law.
WHILE MCDERMOTT CONTENT CONCERNS LEGAL ISSUES, IT IS NOT LEGAL ADVICE. MOREOVER, THE USE OF THE SITE 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 SITE. Please do not send us any information or documents that you want to have treated as secret or confidential. Providing information to McDermott via email links on this website or other introductory email communications will not create an attorney-client relationship; will not preclude McDermott from representing any other person or firm in any matter; and will not obligate McDermott to keep confidential the information you provide. McDermott cannot enter into an attorney-client relationship with you until McDermott has determined that doing so will not create a conflict of interest, and until you and McDermott have entered into a written agreement or engagement letter that sets forth the terms of our relationship.
McDermott Content provided through the Services is for informational purposes only. Please review all McDermott Content with qualified professional service providers. McDermott does not warrant or guarantee any action, recommendation or strategy of any author or other person available through the Services. We expressly disclaim all liability in respect to actions taken or not taken based on any McDermott Content.
5. USER SUBMISSIONS
McDermott may offer areas where you and others can post or otherwise submit information, photos, graphics, creative suggestions, ideas, notes, concepts or other materials on or to the Services (collectively, “Submissions”). You own your Submissions, but, by sending, posting or transmitting Submissions to or through the Services, you grant McDermott and our designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), transferable, royalty-free, perpetual and irrevocable right to use, reproduce, sub-license (through multiple tiers), distribute, create derivative works of, perform and import your Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you. In other words, McDermott has the automatic right to use your Submissions—including reproducing, disclosing, publishing or broadcasting your Submissions—anywhere, anytime, in any medium and for any purpose. Under no circumstances are you entitled to payment if McDermott uses one of your Submissions. All Submissions are deemed non-confidential and non-proprietary.
You are responsible for the content of your Submissions. By posting a Submission, you represent and warrant that:
- You own or otherwise control all of the rights to your Submission, including without limitation all copyrights and trademarks;
- Your Submission is true and accurate;
- Your Submission does not violate the rights of any other person or entity, such as rights of privacy and publicity; and
- Your Submission complies with applicable laws, rules and regulations.
You acknowledge and agree that McDermott has the right (but not the obligation) to alter, remove, or refuse to post or allow to be posted any Submission. You also may have the right to request that McDermott remove your Submission. McDermott takes no responsibility and assumes no liability for any Submission posted by you or any third party.
McDermott strongly encourages you not to disclose any personal or identifying information in your Submissions, because other people can see and use the information in your Submissions. McDermott is not responsible for information that you communicate in any of your Submissions.
6. USING THE SERVICES
While using the Services, you will comply with all applicable laws, rules and regulations. Your use of the Services is conditioned on your compliance with these Terms. Your failure to comply with these Terms may result in termination of your access to the Services.
Your Account: You may receive log-in credentials from McDermott to access an account with our Services (“Account”). If you provide untrue, incomplete or inaccurate information, or use your Account for any purpose prohibited by law or these Terms, McDermott will terminate your Account and use of the Services. By accessing an Account, you agree that McDermott may contact you and send you communications using the information in your Account.
You are responsible for all use of your Account, including use by others to whom you have provided access to your Account. Access to any of the Services through your Account is treated as authorized by you. You also are responsible for any use of your Account caused by your failure to secure your user ID or password.
Your Responsibilities: You are responsible for obtaining the internet access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a mobile device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services. McDermott does not guarantee that the Services (or any portion thereof) will function on any particular hardware or device. In addition, the Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
- You may use the Services for lawful purposes only.
- You may not use the Services in any manner that could damage, disable, overburden or impair McDermott’s servers or networks, or interfere with any other party’s use and enjoyment of the Services.
- You may not attempt to gain unauthorized access to the Services, other users’ Accounts, or McDermott’ computer systems or networks through hacking, password mining or any other means.
While using the Services, you agree that you will not:
- Create a false identity or impersonate any person, including falsely indicating that you are a McDermott official or representative, celebrity or public figure, or otherwise provide inaccurate or incomplete information about yourself;
- Use the Services to send any unauthorized advertisement, junk mail or other unsolicited or unauthorized commercial or promotional content;
- Use any program, application, script or other means to access, scrape, index, data mine or extract any portion of the Services or transmit any virus or other malware to or though the Services;
- Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of any of the Services;
- “Frame” or “mirror” any part of any of the Services unless you have McDermott’s prior written authorization;
- Post or transmit any material or engage in any other behavior or activity that is false, misleading, unlawful, offensive, disruptive, harmful or otherwise objectionable (as determined by McDermott); or
- Assist any person or entity in engaging in any of the activities described above.
McDermott has the discretion to terminate your access to the Services without notice for any violation of the above rules.
7. THIRD-PARTY WEBSITES AND SERVICES
The Services may contain links to other websites and services, including social media (collectively, “Linked Services”). McDermott provides links to Linked Services for your convenience only. You access Linked Services at your own risk. Linked Services are not controlled by McDermott, and McDermott is not responsible for Linked Services or their content. Linked Services may have different terms and conditions and privacy practices that apply to their use. Unless expressly stated, McDermott does not endorse any of the Linked Services. McDermott does not investigate, verify or monitor the Linked Services. Please check the Uniform Resource Locator (URL) address provided in your browser to see if you have moved to another website or service.
8. INFORMATION PRIVACY AND PROTECTION
McDermott takes reasonable precautions intended to help protect information that we process. Unfortunately, however, no security measure is 100 percent secure. We cannot guarantee the security of information processed by us. You are responsible for using the precautions best suited for your intended use of the Services.
Unauthorized access to password-protected areas of the Services is prohibited and may lead to criminal prosecution. We may suspend your use of all or part of any of McDermott’s Services, without notice, if we suspect or detect any breach of security.
If you believe that information you provided to McDermott is no longer secure, or if you discover a security vulnerability in the Services, please contact firstname.lastname@example.org.
9. DISCLAIMERS OF WARRANTIES & LIMITATIONS OF LIABILITY
THE DISCLAIMERS AND LIMITATIONS IN THIS SECTION 9 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
McDermott warrants that McDermott has validly entered into these Terms and has the legal power to do so. You warrant that you have validly entered into these Terms and have the legal power to do so.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. McDermott does not warrant that (i) the Services will meet your requirements; (ii) operation of the Services will be uninterrupted or virus- or error-free; or (iii) errors will be corrected. All warranties of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade, are disclaimed. Any oral or written advice provided by McDermott or its authorized agents does not and shall not create any warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, WHICH MEANS THAT SOME OR ALL OF THE ABOVE DISCLAIMERS OR EXCLUSIONS MAY NOT APPLY TO YOU.
YOU AGREE THAT MCDERMOTT IS NOT LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS; OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF MCDERMOTT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ALSO AGREE THAT MCDERMOTT IS NOT AND WILL NOT BE LIABLE FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.
THE MAXIMUM AGGREGATE LIABILITY OF MCDERMOTT AND ITS AFFILIATES IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE THE SERVICES.
You acknowledge and agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms and that McDermott would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.
You agree to indemnify and defend McDermott and its directors, officers, employees and agents from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees brought against McDermott by any third party arising from your use of the Services; McDermott’s use of your Submissions; or your breach or violation of these Terms, the rights of a third party or applicable law. McDermott reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of McDermott may be made without McDermott’s prior written approval.
11. GOVERNING LAW; DISPUTE RESOLUTION
These Terms are governed by and construed and enforced in accordance with the internal laws of the US State of Illinois without giving effect to the principles of conflicts of laws of such state) and are binding upon the parties hereto in the United States and worldwide. You and McDermott agree to be subject to the jurisdiction of courts in the city of Chicago, Illinois.
These Terms are effective until terminated. McDermott may, at any time and for any reason, terminate your access to or use of the Services, your Account, or any files or information associated with your Account. These Terms automatically terminate when you fail to comply with any term or condition of them. Termination shall not limit any of McDermott’s other rights or remedies. This Section 12, along with Sections 4, 5, 9, 10, 11, 14 and 17, shall survive termination of these Terms.
13. JURISDICTIONAL ISSUES; TAXES
McDermott makes no representation that the Services are appropriate or available for use outside the United States. You are responsible for compliance with all applicable laws. McDermott reserves the right to limit the availability of the Services in any geographic area or for any person at any time. Access to the Services from territories where their content is illegal is prohibited. You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed by any taxing authority in connection with your use of the Services.
14. CLAIMS OF COPYRIGHT INFRINGEMENT
We respond to notices of alleged infringement as required by 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:
McDermott Will & Emery LLP
444 West Lake Street
Chicago, Illinois 60606
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 physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
- A description of the copyrighted work that you claim has been infringed;
- A description of where in the Services the material that you claim is infringing is located;
- Contact information reasonably sufficient to permit McDermott to contact you;
- 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
- 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 our DMCA agent.
15. ELECTRONIC SIGNATURE
Your affirmative act of using and/or registering for any of the Services constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.
16. ADDITIONAL TERMS FOR SOFTWARE AND MOBILE APPLICATIONS
Use of Software: If you acquire or download any software or App (together, “Software”) from the Services, you acknowledge that your use of the software is also subject to the terms and conditions of the applicable end user license agreement that accompanies the software or, if there is no such end user license agreement, the following additional terms and conditions:
- The Software is licensed on a limited basis by McDermott (or the applicable third-party licensor) to you for your own internal use only.
- Title to the Software is not transferred to you. All right, title and interest in and to the Software (including all copyrights, patent rights, trade secret rights and other intellectual property rights) will remain with McDermott or the applicable third-party licensor of the Software.
- You are allowed to make a single copy of the Software for your own internal use, and may not make any additional copies of the Software, in whole or in part.
- You may not modify, sell, offer to sell, distribute, disseminate, transfer, transmit, translate, reverse engineer, decompile or disassemble the Software, in whole or in part.
- You may not bypass, disable, deactivate or render ineffective any protection or security scheme or program contained in the Software.
- You may not remove, erase, modify or tamper with any copyright, trademark or other proprietary rights notice that is printed or stamped on, affixed to, or encoded or recorded in the Software.
- All Software provided on the Services is subject to US export control laws and regulations. No Software may be downloaded from the Services or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Sudan, Libya, North Korea, Iran, Syria or any other Country to which the United States has embargoed goods, or (ii) to anyone on the US Treasury Department’s list of Specially Designated Nationals or the US Commerce Department’s Table of Deny Orders. By downloading, installing or using any Software obtained from the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You may not download, install, use, export or re-export the Software or any underlying information or technology except in full compliance with US export control laws and regulations.
- You acknowledge that, unless expressly otherwise stated in writing by us, we provide no assistance, including any technical or customer support, in the use of the Software, and your use of the Software is solely and entirely at your own risk.
Updates to Apps: McDermott may from time to time, in its sole discretion, develop and provide updates for Apps, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, “App Updates”). App Updates may also modify or delete in their entirety certain features and functionality. You agree that McDermott has no obligation to provide any App Updates or to continue to provide or enable any particular features or functionality. You further agree that all App Updates will be deemed part of the Services and subject to these Terms.
When your mobile device is connected to the internet, App Updates may automatically download and install, or you may receive notice of or be prompted to download and install available Updates depending on your device settings. If you do not download and install App Updates, portions of the Services may not properly operate.
Apple Device Additional Terms: If you access an App via a mobile device or tablet branded by Apple, Inc. (“Apple”) and running Apple’s iOS (an “Apple Device”), the following terms (“Apple Device Additional Terms”) are hereby made part of these Terms:
- Conflicting Terms. If these Terms conflict with the Apple Device Additional Terms, then the Apple Device Additional Terms shall apply with respect to access and use of the Services via an Apple Device.
- Agreement with McDermott, Not Apple. You acknowledge that these Terms are an agreement between McDermott and you, and not with Apple. McDermott, not Apple, is solely responsible for any App you access via your Apple Device (“iOS App”) and the content thereof. If these Terms are less restrictive with respect to an iOS App or otherwise conflict with, the Apple App Store Terms of Service (the “App Store Terms of Service”), the App Store Terms of Service shall apply to the extent of any conflict.
- Scope of License. The license granted to use an iOS App is limited to a non-transferable license to use the App on an Apple Device that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service.
- Maintenance and Support. McDermott is solely responsible for providing any maintenance and support services for an iOS App, as specified in these Terms or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any iOS App.
- Warranty. McDermott is solely responsible for any product warranty, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of an iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iOS App (if any) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty are McDermott’s sole responsibility.
- Product Claims. You hereby acknowledge that McDermott, not Apple, is responsible for addressing your or any third-party claims relating to an iOS App and/or use of an iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that an iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. These Terms do not limit McDermott’s liability beyond what is permitted by applicable law.
- Intellectual Property Rights. You acknowledge that, in the event of any third-party claim that an iOS App or your possession and use of an iOS App infringes that third party’s intellectual property rights, McDermott, not Apple, is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- Third-Party Beneficiary. You hereby acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to any iOS App, and that, upon your acceptance of these Terms, Apple has the right (and is deemed to have accepted the right) to enforce the Terms against you with respect to the iOS App as a third-party beneficiary thereof.
- Questions or Complaints. Please address your questions, complaints or claims with respect to an iOS App to the Contact information set forth below.
If a service is described with an incorrect price or other information because of typographical error or based on information received from a third party, McDermott may refuse or cancel any order placed for the incorrectly described service even if the order was confirmed and your account charged. If your account was charged for an incorrect price and your order is canceled, McDermott will issue a credit to your account in the amount of the incorrect price.
These Terms contain the entire understanding by and among McDermott and you with respect to the matters contained herein, and there are no promises, covenants or undertakings other than those expressly set forth herein.
These Terms (i) inure to the benefit of and will be binding upon McDermott and you and your successors and assigns, respectively; and (ii) may be assigned by McDermott, but you may not assign them without the prior express written consent of McDermott.
If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been inserted herein.
If McDermott fails or you fail to perform any term hereof, and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.
Nothing contained in these Terms will be deemed to constitute McDermott or you as the agent or representative of the other or as joint venturers or partners.
If McDermott is or you are prevented from performing or unable to perform any obligation under these Terms for any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence.
The headings and captions contained herein are for convenience only.
These Terms and all related documentation will be drafted in English. While these Terms may be made available in languages other than English (whether translated by a person or solely by computer software), the English language version controls.
18. INFORMATION OR COMPLAINTS
If you have a question or compliant 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
444 West Lake Street
Chicago, Illinois 60606
+1 312 372 2000