AGREEMENT BETWEEN USER AND ACC

The Association of Corporate Counsel ("ACC") Web site is comprised of various Web pages operated by ACC. "ACC Web site" shall be defined herein to include acc.com and all other Web pages operated exclusively by ACC ("Services").

The ACC Web site is offered to you conditioned on your acceptance without modification of the terms, conditions and notices contained herein. Your use of the ACC Web Site constitutes your agreement to all such terms, conditions and notices.

MODIFICATION OF THESE TERMS OF USE

ACC reserves the right to change the terms, conditions and notices under which the ACC Web site is offered, including but not limited to the charges associated with the use of the ACC Web site.

You may not use the ACC Web site and may not accept the Terms if you are a person barred from using services that ACC provides under the laws of any country in which you are resident or from which you use the Services.

ACC reserves the right to disclose aggregated information to the larger public or media or more specific data that you separately and specifically agree that we can share, within infringing upon the users confidentiality.

LINKS TO THIRD PARTY SITES

The ACC Web site may contain links to other Web sites ("Linked Sites"). The Linked Sites are not under the control of ACC and ACC is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. ACC is not responsible for Webcasting or any other form of transmission received from any Linked Site. ACC is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by ACC of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the ACC Web site, you warrant to ACC that you will not use the ACC Web site for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the ACC Web site in any manner that could damage, disable, overburden or impair the ACC Web site or interfere with any other party's use and enjoyment of the ACC Web site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the ACC Web site.

PASSWORDS AND ACCOUNT SECURITY

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

Accordingly, you agree that you will be solely responsible to ACC for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify ACC immediately at membership@acc.com.

USE OF COMMUNICATION SERVICES

The ACC Web site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars and/or other message or communication facilities (collectively, "Communication Services") designed to enable you to communicate with the public at large or with a group. You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

• Advertise or offer to sell or buy any goods or services for any business purpose;
  
  
• Conduct or forward surveys, contests, pyramid schemes or chain letters;
  
  
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner;
  
  
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  
  
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
  
  
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
  
  
• Upload files that contain viruses, corrupted files or any other similar software or programs that may damage the operation of another's computer;
  
  
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
  
  
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent;
  
  
• Restrict or inhibit any other user from using and enjoying the Communication Services;
  
  
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service;
  
  
• Violate any applicable laws or regulations.

ACC has no obligation to monitor the Communication Services. However, ACC reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. ACC does not control or endorse the content, messages or information found in any Communication Service and, therefore, ACC specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. ACC Members are not authorized ACC spokespersons, and their views do not necessarily reflect those of ACC.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO ACC OR POSTED TO ANY ACC WEB SITE

ACC does not claim ownership of the materials you provide to ACC (including feedback and suggestions) or post, upload, input or submit to any ACC Web site (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting ACC and necessary sublicensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; none of which will reveal your name in connection with your Submission unless you, the individual user, agree to permit such in a separate agreement with ACC.

No compensation will be paid with respect to the use of your Submission, as provided herein. ACC is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in ACC sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE ACC WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. ACC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE ACC WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE ACC WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

ACC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE ACC WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. ACC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE ACC WEB SITE, WITH THE DELAY OR INABILITY TO USE THE ACC WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE ACC WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE ACC WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ACC (OR ANY OF ITS SUPPLIERS) HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ACC WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE ACC WEB SITE.

SERVICE CONTACT: legalresources@acc.com

TERMINATION/ACCESS RESTRICTION

ACC reserves the right, in its sole discretion, to edit, refuse to post, or remove any information or materials, in whole or in part, or to terminate your access to the ACC Web site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the District of Columbia, and you hereby consent to the exclusive jurisdiction and venue of courts in the District of Columbia in all disputes arising out of or relating to the use of the ACC Web site. Use of the ACC Web site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment or agency relationship exists between you and ACC as a result of this agreement or use of the ACC Web site.

ACC performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of ACC right to comply with governmental, court and law enforcement requests or requirements relating to your use of the ACC Web site or information provided to or gathered by ACC with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and ACC with respect to the ACC Web site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and ACC with respect to the ACC Web site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this agreement and all related documents be drawn up in English and the English language meaning of the Terms will govern your relationship with ACC.

PRIVACY AND PERSONAL INFORMATION

For information about ACC data protection practices, please read ACC's privacy policy. This policy explains how ACC treats your personal information, and protects your privacy, when you use the Services. You agree to the use of your data in accordance with ACC's privacy and membership policies.

PERPETUITY RIGHTS

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and ACC have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this agreement shall continue to apply to such rights, obligations and liabilities indefinitely.

ADVERTISEMENT

Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by ACC on the Services are subject to change without specific notice to you.

COPYRIGHT AND TRADEMARK NOTICES

All contents of the ACC Web Site are: Copyright 2008 - 2009 by ACC and/or its suppliers. All rights reserved.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Service Contact. ALL INQUIRIES NOT SUBMITTED ACCORDING TO THIS PROCEDURE WILL RECEIVE NO RESPONSE.

GENERAL LEGAL TERMS

The Terms constitute the whole legal agreement between you and ACC and govern your use of the Services (but excluding any services which ACC may provide to you under a separate written agreement), and completely replace any prior agreements between you and ACC in relation to the Services.

You agree that ACC may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

You agree that if ACC does not exercise or enforce any legal right or remedy which is contained in the Terms (or which ACC has the benefit of under any applicable law), this will not be taken to be a formal waiver of ACC's rights and that those rights or remedies will still be available to ACC.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.