By accessing or using this website (the “Site”), you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you, Source 44 LLC dba Source Intelligence (“SI”), Schulte Roth & Zabel LLP (“SRZ”) and each of the American Apparel & Footwear Association, Fashion Jewelry and Accessories Trade Association, National Association of Manufacturers, National Electrical Manufacturers Association, National Retail Federation, Toy Industry Association and United States Association of Importers of Textiles and Apparel (collectively, the “Associations”) (SI, SRZ and the Associations, collectively, “Us,” “Our,” or “We”), and governs your access and use of the Site, which includes any text, graphics, photographs, images, user interfaces, information, data, white papers, articles, reports, publications, webinars, software, tools, products, services, trademarks, service marks, logos, wallpaper, icons, characters, and other materials and content (together, “Content”) available on or through the Site. You may contact Us by e-mail at email@example.com with questions about the terms and conditions of this User Agreement.
- We grant you a limited right to use the Site and download Content from the Site to your own computer for your personal, non-commercial use.
- Your right to use the Site and Content is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, guidelines, policies, terms or conditions We may adopt that govern all or any portion of the Site.
- At any time and for any reason We may revoke your right to use all or any portion of the Site.
- You may not violate or attempt to violate the security of the Site. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site or use any technology or technique intended to extract Content from the Site.
- The Site and Content is owned by Us, our affiliates and/or third parties.
- The Site and Content are protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Us, our affiliates and/or third parties. Your unauthorized use of the Content may violate copyright, trademark, patent, privacy, or other U.S. and/ or international laws, and infringe upon the rights of the owners. Such unauthorized use may result in your personal liability, including potential criminal liability.
- You may not alter, archive, copy, publish, broadcast, retransmit, reproduce, repackage, frame, modify, adapt, translate, display, sell, license, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site or Content except for Content you have posted on or submitted to the Site or as explicitly permitted in this User Agreement.
- You may print copies of any accessible portion of the Site only for your own personal use.
- You may not remove any copyright, trademark, or other proprietary notice or legend contained on (or printed from) the Site or any Content.
- You make certain representations and warranties regarding your use of the Site.
- You represent and warrant that:
- you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement; and
- you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement.
- The Content on the Site is made available by Us as an informational resource. You acknowledge that the Content is provided for general information purposes only and is not intended to provide, and does not constitute, legal advice.
•You agree and acknowledge that no attorney-client relationship will be deemed to exist between you and SRZ. To the extent you have entered into a written engagement agreement with SRZ, you should contact the SRZ attorney with whom you work before taking any action in reliance on the information included herein.
- We are not responsible for any Content on this Site provided by third parties.
- Each of SI, SRZ and the Associations does not endorse the opinions of, or warrant the accuracy or reliability of, or assume any liability in connection with, any facts or other Content contributed by, any other party. The use of the names or trademarks of any third parties and any references to their products or services on this Site does not constitute an endorsement by Us of such parties or their products or services.
6. You are solely responsible for maintaining the confidentiality and security of your login and password. You accept full responsibility for any use of your password. You may not disclose any Content that is contained within the password protected portions of the Site to any third party.
7. You are solely responsible for your use of or any action taken using your login and password. We will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.
8. We are not liable for any technological problems and any impact they may have.
- All or any portion of the Site may not be available and may not function properly at any time.
- We make reasonable efforts to avoid technological problems, but at any time, the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines.
- We take reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but We disclaim liability for any interception of data or communications.
- We make reasonable efforts to ensure that the Site is secure, but We do not guarantee the security of the Site.
- We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.
- We are not liable for any defects, delays, or errors in or resulting from your use of the Site.
- We are not responsible for information on any third party web site that is referenced in, or accessible or connected by hyperlink to, the Site.
- Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by, or affiliation with Us. We disclaim all liability in connection with such activities.
- We have the right, but not the obligation, to monitor and record activity on the Site and respond as it deems appropriate.
- We may monitor and record activity on the Site for any reason or for no reason.
- We may investigate any complaint or reported violation of our policies.
- We may report any activity We suspect may violate any law or regulation to regulators, law enforcement officials, or other persons or entities We deem appropriate.
- We may issue warnings, suspend, or terminate use of the Site, deny access to all or part of the Site or take any other action We deem appropriate.
- WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS US TO DISCLAIM.
- THE SITE AND CONTENT AND SERVICES ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
- WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING (WITHOUT LIMITATION) WARRANTIES OF
- MERCHANT ABILITY,
- FITNESS FOR A PARTICULAR PURPOSE AND
- NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
- WITHOUT LIMITING OUR GENERAL DISCLAIMER, WHILE It is our intention to provide accurate, COMPLETE, and RELIABLE Content and comply with all applicable laws and regulations as they may be modified from time to time, We may not promptly update or correct the Site even if We are aware it is inaccurate, outdated, or otherwise inappropriate. AND WE DO NOT GUARANTEE THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, OR SPEED OF DELIVERY OF THE SITE OR ANY CONTENT OR SERVICES.
- UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF US, OUR AGENTS, AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, OR THE INABILITY TO USE THE SITE.
- OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.
- THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
- You will be responsible for any liability to Us that arises out of your breach of this User Agreement or your use of the Site.
- You agree to indemnify, defend, and hold harmless Us, and our affiliates, agents, employees, and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to:
- your use of the Site or any Content you provide to the Site,
- your breach of this User Agreement or any representation, warranty, or covenant made by you in this User Agreement,
- your violation of any applicable law, statute, ordinance, regulation, or of any third party’s rights, or
- claims asserted by third parties that, if proven, would place you in breach of representations, warranties, covenants, or other provisions contained in this User Agreement.
9.You will be bound by revised versions of this User Agreement that We post on the Site.
- Modifications will be effective immediately upon posting unless We indicate otherwise.
- Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.
- You are bound by certain other general conditions.
- We may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void.
- If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this User Agreement shall remain in full force and effect.
- This User Agreement constitutes the entire understanding, and supersedes all other understandings between you and Us concerning the subject matter hereof.
Effective Date: 1/14/2014