User Agreement

User Agreement - Terms and Conditions of Use - Privacy Policy - Disclaimer

The use of TheCorporateCounsel.net is subject to the following terms, conditions and limitations. All of these may be changed or updated from time to time without notice.

Read this user agreement carefully before accessing content on this web site or any affiliated web sites. By accessing this web site or any affiliated sites, you are deemed to accept and agree the terms in this agreement. IF YOU DO NOT ACCEPT THE TERMS OF THIS USER AGREEMENT, YOU MAY CANCEL YOUR SUBSCRIPTION AND YOU WILL RECEIVE A REFUND.

1. Web Site Grant - Executive Press hereby grants to you nonexclusive, nontransferable access to use the web site or any affiliated sites only as authorized in this User Agreement. YOU AGREE THAT ACCESS TO THE WEB SITE OR ITS CONTENT WILL BE LIMITED TO THE NAMED USER(S) ONLY. For those with "unlimited user per office" subscriptions, you agree that access will be limited to those at the same office location. YOU AGREE FURTHER THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCES, ALLOW YOUR USER ID OR PASSWORD TO BE USED BY ANY OTHER PERSON. Note that this also applies to all products and services that are conditioned on the user being a subscriber to TheCorporateCounsel.net. Don't forget, a few years back, Legg Mason was hit with a $20 million dollar judgment because its employees were sharing IDs/passwords for an online service.

"Named User" means the identity of the person(s) that are provided to Executive Press as subscribers of the site. For example, if the librarian of a particular location for a law firm obtains a single license - only that librarian can use the subscription; it can't be shared with anyone else in the firm (including persons that come into the library and want to see the site on the librarian's computer). If a librarian faces this situation, that location should upgrade its license to a multiple user license (i.e. firmwide, unlimited or 2-5 user license).

2. Liquidated Damages - YOU AGREE THAT, IN THE EVENT OF ANY VIOLATION OF THIS AGREEMENT, YOU WILL PAY $1,000 LIQUIDATED DAMAGES PER VIOLATION TO EXECUTIVE PRESS (eg. if you email your ID and password to 25 people, you would owe us $25,000).

3. Proprietary Rights - You acknowledge and agree that TheCorporateCounsel.net (and affiliated sites) and any necessary software used in connection with it and affiliated sites contain proprietary and confidential information that is protected by applicable intellectual property and U. S. copyright law. You further acknowledge and agree that all rights, titles, and interests in these sites, including associated intellectual property rights, are and shall remain with Executive Press and that YOU WILL NOT COPY OR SEND TO OTHERS VIA E-MAIL OR ANY OTHER MEDIUM ANY MATERIAL ON THE WEB SITES, other than documents included on the website under "Sample Documents" or "Downloadable Forms" which can be copied without permission. You acknowledge and agree that your right to copy or to send to any other person, by e-mail or otherwise, any Downloadable Forms appearing on the website will terminate upon termination of this User Agreement.

4. International Use - Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

5. Terms and Terminations - This User Agreement is effective upon receipt of your user ID Number and password and shall continue until the end of the calendar year, unless renewed or terminated. The User Agreement shall automatically terminate upon the breach by you of any terms hereof. Upon termination, your user ID Number and password shall be disabled. Executive Press may also in its sole discretion and at any time discontinue providing access to TheCorporateCounsel.net or any affiliated sites, or any page or part thereof, without notice.

6. Limitation of Liability - None of the Executive Press staff, consultants, contractors or third-party content providers shall be liable for damages arising out of or in connection with the use of this TheCorporateCounsel.net or any affiliated sites.

This is a comprehensive limitation of liability and under no circumstances shall Executive Press or any party involved in creating, producing, distributing, or providing content for the sites be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use the sites, including but not limited to, damages due to: loss of data, income or profit; loss of or damage to property; claims of third parties; reliance by a user on information obtained from the sites or any linked site.

Except as set forth above, Executive Press’s liability for damages is limited to the purchase price of the subscription. Executive Press makes no other warranties, express or implied. Executive Press is not responsible for any special, consequential, incidental or other damages for any reason

7. Governing Law - This User Agreement shall be construed and governed in accordance with the law of the State of Texas. The sole venue for legal proceedings hereunder shall be Travis County, Texas. The law is different from jurisdiction to jurisdiction, and even similar laws may be interpreted differently in different courts or in different places.

8. Severability - Should any term of this User Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

9. No Waiver - Executive Press’s failure to enforce its rights hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights.

10. Copyright - All information, other than the law firm memos noted below, on the web sites is copyrighted and is intended for the use of subscribers to the web sites. No portion of this site may be reproduced or transmitted in any way without express written permission from Executive Press, except for those circumstances described in Sections 2 and 12 of this agreement. All information, other than the law firm memos noted below, on the web sites is copyrighted and is intended for the use of subscribers to the web sites. No portion of this site may be reproduced or transmitted in any way without express written permission from Executive Press. Any commercial use of the contents and/or database information contained on the web sites is strictly prohibited. Any violations may face legal action.

The law firm memos and other law firm materials posted on our sites are copyrighted by their authors and may be posted elsewhere or reproduced only with the explicit written permission of the copyright holder.

11. No Legal Advice - Executive Press, and the providers of information that appears on the web sites, attempt to provide accurate and authoritative information in regard to the subject matter covered. We do our best to make sure that the information is accurate and up to date, but the law changes rapidly. So we can't guarantee that all the information on the site is completely current.

We do not undertake any obligation to update any of the information contained on the site, nor do we make any representations or warranties regarding the accuracy of any information or content contained on this site or on sites to which this site links.

Access to the web sites is sold with the understanding that the publisher and all providers of information that appears on the Web Site are not engaged in rendering legal, accounting or other professional service. If legal advice or other expert assistance is required, you will obtain the services of a competent, professional person, and will not rely on information provided on the web sites as a substitute for such advice or assistance.

12. Reproduction of Content - Other than printing discrete, searched articles for research purposes, no information on the web sites may be reproduced in whole or in part without the express consent of Executive Press. Consent can be obtained from Liz Dunshee at info@ccrcorp.com, other than documents included on the website under "Sample Documents" or "Downloadable Forms" which can be copied without permission. You acknowledge and agree that your right to copy or to send to any other person, by e-mail or otherwise, any Downloadable Forms appearing on the website will terminate upon termination of this User Agreement.

13. Views May Vary - The web sites are an educational service that focus on legal issues involving corporate and securities regulation. The views expressed on these web sites are not necessarily those of Executive Press or any affiliate.

14. You Should Validate Information - The information on the web sites is provided solely for educational and informational purposes and should not be relied upon for any reason without first independently verifying the data. The law is a personal matter, and no general information like the kind we provide can fit every circumstance, so you should consult a licensed lawyer in your area to get specific advice for your problem. In particular, we disclaim any responsibility for any information contributed by third-parties (e.g. lawyers and law firms) , including, but not limited to, duties to update or correct the information.

The web sites do not include all information necessary to evaluate any actual or proposed transaction or dispute.

15. No Advertising - The web sites are not intended to advertise any services, legal or otherwise, to solicit clients or to provide legal advice. Materials on the web sites and to which the web sites link to are intended solely for general informational and educational purposes. These materials may be considered advertising in some states or other jurisdictions.

16. No Attorney-Client Relationships - The web sites are not an offer to represent you. You should not act, or refrain from acting, based on any information at the web sites. Neither the presentation of such information nor your receipt of it creates an attorney-client relationship.

17. No Endorsement of Third-Party Content - We do not necessarily endorse, and are not responsible for, any third-party content that may be linked to or accessed through the web sites.

18. Privacy Policy - We are committed to protecting your privacy. We use the information we collect about you to maximize the services that we provide to you. Technologies are rapidly changing as are the services that we provide to you. Therefore, these policies are subject to change. By using our web sites, you consent to the collection and use of this information by us.

The information we may collect from you may include your name; business and residential street address; business and home phone number; facsimile number; e-mail address; etc. Sometimes, we may request that you verify the information we have collected, either by sending you an e-mail to check an online database - or by mail or facsimile, or sometimes even by telephone.

We do not sell, trade, or rent your personal information to others. We may provide aggregate statistics about our customers, sales, traffic patterns, and related site information to others, but these statistics will include no personally identifying information. We may release account information when we believe, in good faith, that such release is reasonably necessary to (i) comply with law, (ii) enforce or apply the terms of any of our user agreements or (iii) protect the rights, property or safety of Executive Press, our users, or others.

19. Only One Membership Center Per Calendar Year - You are able to enter into only one Membership Center to a particular website (or print publication) in a single calendar year. Once you enter into a Membership Center and obtain a refund, if you wish to access that same website or publication again in the same calendar year, you must pay the stated license fee on a no-refund basis.

20. Reasonable Use of "Q&A Forums" - While we are not committed to answering all of the questions posed in the "Q&A Forums" on this site, nor do we purport to provide any legal advice (as noted in the condition entitled "No Legal Advice"), we do attempt to provide guidance when we can. As a result, members are limited to a "reasonable" number of questions they pose in the Forums as we can't do your job for you. For example, more than one question per month (particularly for a single license membership) would be considered unreasonable.