ADLER & COLVIN
EXTRANET USER AGREEMENT
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Adler & Colvin hosts the Adler & Colvin Extranet through which you, our client, and other authorized parties can access client materials. The Adler & Colvin Extranet is provided for your benefit and for the benefit of other clients and authorized parties. The Adler & Colvin Extranet provides you and other clients and authorized parties with secure access to important legal documents and work product. This User Agreement sets forth the terms and conditions governing your access and use of the Adler & Colvin Extranet. You must agree to comply with the applicable terms and conditions of this User Agreement. This User Agreement also applies to any of your employees or agents who use or have access to the Adler & Colvin Extranet, regardless of whether such user gains access from your place of business, a user’s home, or any other location.
Access and Security
By indicating your acceptance of this User Agreement and/or accessing the Adler & Colvin Extranet, you agree to be bound by and comply with the terms contained in this User Agreement and further agree to cause each of your employees and agents with access to the Adler & Colvin Extranet to be bound by all of the terms of this User Agreement. If you do not agree, then you may not access the Adler & Colvin Extranet. You will be granted a User ID for access to the Adler & Colvin Extranet. Each User ID may have a different level of access privilege. You agree that your User ID is only for your personal use, and you will not permit anyone else to use your User ID. You are responsible for all access to the Adler & Colvin Extranet through your User ID. If you believe that another party has gained access to your User ID or has gained access or attempted to gain access to the Adler & Colvin Extranet, you must inform Adler & Colvin immediately. You may not transfer your User ID to anyone else.
You agree to protect your User ID and any authentication relating to the Adler & Colvin Extranet, which will be supplied by Adler & Colvin. You will not access or attempt to access, view, modify, copy, or disclose any files or data as to which you do not have specific permission from Adler & Colvin. You may not provide third parties with access to the Adler & Colvin Extranet, nor may you share User IDs or other authentication. You will report any unauthorized use of the Adler & Colvin Extranet to Adler & Colvin.
You represent and warrant that any information you provide to Adler & Colvin in order to obtain access to the Adler & Colvin Extranet is complete and accurate. It is your responsibility to inform Adler & Colvin of any changes to your user information. Adler & Colvin reserves the right to suspend or terminate user privileges and block access of any user who violates this User Agreement or as we deem necessary to protect our Extranet and the content and systems related thereto. You agree to comply with reasonable requests from Adler & Colvin to maintain the Adler & Colvin Extranet and network security.
Your User ID only allows you to view materials related to your relationship with Adler & Colvin, and provides no ability to view materials related to or intended for any other party. You shall not attempt to access or view materials related to or intended for any other party. If for any reason you obtain access to any materials not related to your relationship with Adler & Colvin, you shall immediately inform Adler & Colvin at Support@adlercolvin.com and refrain from viewing, downloading, or disclosing the contents of such materials.
b. Viewing and Downloading.
You have the ability to view and download materials including documents and work product. You must maintain the appropriate level of confidentiality for material that you download from the Adler & Colvin Extranet. Adler & Colvin is not responsible for the security of any material that you download from the Adler & Colvin Extranet.
c. Uploading Material.
If granted the right under your User ID, you have the ability to upload materials to the Adler & Colvin Extranet. You warrant that the materials you upload are for the purpose of your relationship with Adler & Colvin, and that such materials are free from any viruses, Trojan horses, or any code that could harm any computer system. You are solely responsible for any material you upload. You must be aware that depending on the specific matter and related level of restricted access, several parties, including potentially adverse parties, may have access to your uploaded materials.
Certain communications between clients and their attorneys are protected by the attorney-client privilege. Adler & Colvin treats the information and documents on the Adler & Colvin Extranet as it would other legal documents or information. Consequently, you should not share documents or other information extracted from the Adler & Colvin Extranet with third parties, or access such confidential information in a public forum, or take any other action that could waive the attorney-client privilege with respect to information or documents on the Adler & Colvin Extranet. You are responsible to make sure you do not waive this privilege through inadvertent disclosure to third parties. Access to the Adler & Colvin Extranet does not create any attorney-client relation not already in existence.
When using the Adler & Colvin Extranet, you may sometimes be linked to other web sites. Adler & Colvin is not responsible for any web sites not operated by Adler & Colvin.
The Adler & Colvin Extranet uses industry standard security protection to protect against unauthorized access, including firewall protection and SSL encryption on connections. Adler & Colvin may change or enhance the security protection without notice to you. You shall not attempt to disable or circumvent any security features on the Adler & Colvin Extranet.
You may terminate your access privilege to the Adler & Colvin Extranet at any time by providing written or email notice to Adler & Colvin at Support@adlercolvin.com. Adler & Colvin also reserves the right to terminate your registration at any time without notice. All applicable provisions of this User Agreement (including without limitation those relating to indemnification, disclaimer of warranties, limitation of liability, and applicable law and jurisdiction) shall survive termination of this User Agreement.
To the maximum extent allowed by law, you agree to defend, indemnify, and hold harmless Adler & Colvin and any of its shareholders and employees from and against any and all third-party claims and all liabilities, assessments, losses, costs, or damages resulting from or arising out of or related to your use of the Adler & Colvin Extranet, or any breach by you of any term or condition of this User Agreement. If any such action shall be brought against any indemnified party, they shall notify you in writing, and you shall assume and control the defense and settlement of each such action, including the employment of counsel and payment of all expenses. Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense, at their own cost unless otherwise agreed to by you.
Disclaimer of Warranties
Adler & Colvin has security measures in place to maintain the safekeeping of information exchanged over the Adler & Colvin Extranet. As an internet-based system, however, the Adler & Colvin Extranet may be subject to viruses or unauthorized access. While Adler & Colvin attempts to reduce the risk associated with the Adler & Colvin Extranet, access and use of the Adler & Colvin Extranet is at your own risk. More specifically, Adler & Colvin does not warrant that the Adler & Colvin Extranet will operate error-free or that it or any of Adler & Colvin’s servers are completely free from computer viruses, contamination, or other harmful or destructive features. If your use of the Adler & Colvin Extranet results in any cost or expenses, including, without limitation, the need for servicing or replacing equipment or data, Adler & Colvin shall not be responsible for those costs or expenses.
ACCESS TO THE ADLER & COLVIN EXTRANET AND ITS CONTENT, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS,” AND ADLER & COLVIN DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, CONCERNING THE MERCHANTABILITY, QUALITY, NON‑INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OF THE ADLER & COLVIN EXTRANET OR ITS CONTENT. TO THE EXTENT ANY JURISDICTION DOES NOT ALLOW ANY SUCH EXCLUSION OF IMPLIED WARRANTIES, SUCH EXCLUSION DOES NOT APPLY TO YOU. YOU ASSUME ALL RISK OF USE. NO WARRANTY IS GIVEN THAT THE SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES, OR UNINTERRUPTED. ADLER & COLVIN IS NOT RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATIONS CARRIERS’ OR OTHER PROVIDERS’ FACILITIES. ADLER & COLVIN HAS NO LIABILITY FOR FAULTY OR INTERRUPTED COMMUNICATION LINKS. YOU ACKNOWLEDGE THAT PORTIONS OF THE CONTENT OF THE ADLER & COLVIN EXTRANET ARE PROVIDED BY THIRD-PARTY USERS, AND ADLER & COLVIN HAS NO CONTROL OVER, OR LIABILITY FOR, ANY SUCH CONTENT.
Adler & Colvin reserves the right to make the Adler & Colvin Extranet unavailable for any reason at any time for any period, or to terminate or suspend access to the Adler & Colvin Extranet at any time without notice.
Limitation of Liability
ADLER & COLVIN SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF GOOD WILL, LOSS OF PROFITS, WORK STOPPAGE OR BUSINESS INTERRUPTION, DATA LOSS OR COMPUTER FAILURE INCURRED OR ARISING OUT OF THE USE OF, OR THE INABILITY TO USE, THE ADLER & COLVIN EXTRANET, EVEN IF ADLER & COLVIN HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE OR LOSS.
General Compliance with Laws
You agree to comply fully with all applicable laws, statutes, ordinances, rules, and regulations, and agree not to use the Adler & Colvin Extranet to facilitate collusion or for any other conduct violating antitrust or other applicable laws.
Protection of Software and Technology
You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Adler & Colvin Extranet. You agree not to modify the software underlying the Adler & Colvin Extranet in any manner or form or to use modified versions of such software, including, without limitation, for the purpose of obtaining unauthorized access to the Adler & Colvin Extranet. You agree not to access the Adler & Colvin Extranet by any means other than through the interface that is provided by Adler & Colvin for use in accessing the Adler & Colvin Extranet.
Waivers and Remedies
Any waiver by Adler & Colvin of the provisions of this User Agreement or of Adler & Colvin’s rights or remedies under this User Agreement must be in writing to be effective. Any waiver in a particular instance shall not constitute a waiver of the same or different rights or breaches in any other instance. Failure, neglect, or delay by Adler & Colvin to enforce the provisions of this User Agreement or Adler & Colvin’s rights or remedies at any time will not be construed and will not be deemed to be a waiver of Adler & Colvin’s rights under this User Agreement and will not prejudice Adler & Colvin’s right to take subsequent action. No exercise or enforcement of any right or remedy under this User Agreement will preclude the enforcement of any other right or remedy under this User Agreement or that Adler & Colvin is entitled by law to enforce.
The Adler & Colvin Extranet is owned by Adler & Colvin. Elements of the site are also protected by trademark, copyright, trade dress, and other laws.
Applicable Law and Jurisdiction
This User Agreement shall be governed and interpreted pursuant to the laws of the State of California, notwithstanding any principles of conflicts of law. If you take legal action relating to these terms, you agree that the state and/or federal courts located in the City and County of San Francisco, California, shall have the personal and exclusive jurisdiction of such action. If any part of this User Agreement is deemed unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.
Updates and Amendments
Adler & Colvin reserves the right, in its sole discretion, to supplement, modify, or discontinue any aspect of the Adler & Colvin Extranet, including, without limitation, restricting the times or means of access to the Adler & Colvin Extranet. Adler & Colvin also reserves the right, in its sole discretion, to modify this User Agreement in any manner and to adopt additional terms or conditions governing your access and use of the Adler & Colvin Extranet, at any time, without prior notice. The terms of any such amendment to this User Agreement shall become effective immediately upon posting of such terms on the Adler & Colvin Extranet, and your use of the Adler & Colvin Extranet on or after such effective date shall constitute acceptance of such amended terms.
All users on the Adler & Colvin Extranet are intended third-party beneficiaries of this User Agreement; all rights and benefits conferred by this User Agreement shall extend to such users, and such users are independently entitled for enforcement of its provisions. You acknowledge that each other user is relying upon the representations made in this User Agreement.
This User Agreement sets forth the entire understanding between Adler & Colvin and you with respect to the subject matter of this User Agreement and supersedes any previous and contemporaneous communications, representations, understandings, and agreements, whether oral or written, between Adler & Colvin and you with respect to said subject matter.
By clicking on the “I Accept” button below, you acknowledge that (a) you have read and understand this User Agreement in its entirety, (b) you agree to the terms and conditions of this User Agreement, and (c) the individual so clicking has the power, authority, and legal right to enter into this User Agreement on behalf of you and, by so clicking, this User Agreement constitutes binding and enforceable obligations of you.
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