General Terms & Conditions for Directory Service and Articles Service

1. APPLICATION. The terms and conditions set forth in this Part A shall apply to all Services.
2. ORDERS. No Service subscription will be effective, and no Service provided, unless and until Client submits a completed Order and the corresponding payment has been processed.
3. FEES. Fees for Service subscriptions are set forth in the applicable Order. ALM reserves the right to adjust its subscription fees at any time upon written notice to Client, provided such adjusted rates shall only apply to subscriptions renewals, not existing subscriptions.
4. NON-TRANSFER. The Services subject to any Order are for the exclusive use and benefit of the Client. The subscribed Services may not be used by or transferred to another person or entity, in whole or in part.
5. ERRORS AND OMISSION. Any publication errors or errors of omission shall not be considered a breach of an Order or this Agreement. Client agrees to promptly notify ALM upon becoming aware of any errors or omissions for correction, and ALM shall use on-going, commercially reasonable efforts to correct any error. ALM will not, in any event, be responsible for any errors or omissions in the content of any published feature of the Services. Client’s sole remedy for an error or omission in the content of any published feature of the Services is ALM’s use of on-going, commercially reasonable efforts to correct the error or omission.
6. TAXES. Client shall be responsible for all taxes (other than ALM's income taxes) imposed as a result of any subscription fees and other costs and expenses arising in connection with the provision of any Services.
7. APPLICABLE LAWS, RULES AND REGULATIONS. Client assumes all responsibility for compliance with applicable laws, rules and regulations in the relevant jurisdiction(s), including without limitation, any professional codes of conduct and attorney advertising rules or regulations. ALM is not responsible for any violation of any such rules or regulations, or compliance with any professional codes of conduct governing Client’s industry, including the rules of any bar association or governmental agency having jurisdiction over the conduct of the Client’s business.
8. NO EXCLUSIVITY. Client expressly acknowledges that ALM may provide the same or substantially the same Services to third parties, including third parties that directly compete with Client.
9. MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to each other that: (i) it is an entity in good standing; and (ii) it has the necessary authority and ability to enter into and perform all of its obligations under this Agreement and will perform such obligations in a professional manner.
10. CLIENT'S REPRESENTATIONS AND WARRANTIES. Client hereby represents and warrants that:

a. use of all content and information provided by Client in order to provide the Services (collectively, the “Client Content”) will not infringe on, misappropriate or otherwise violate any third party (i) copyright or moral right; (ii) trademark, business name or other intellectual property right; or (iii) right of privacy or publicity;

b. no claim has been made that Client does not have all necessary rights to effectuate the purposes of the Agreement hereunder; and

c. no portion of the Client Content is  defamatory or otherwise unlawful and the Client Content complies with any applicable laws, regulations and/or codes of conduct applicable to the Client Content or the Client’s industry.

11. INDEMNIFICATION. Client acknowledges and agrees that all Client Content are accepted and published by ALM upon the representation by the Client that they are authorized to publish the Client Content and that any such publication by ALM will not violate any law or infringe upon any right of any party. In consideration of the publication of the Client Content, the Client will defend, indemnify and hold ALM and its parent, subsidiaries, commonly owned or controlled affiliates, and their respective officers, directors and employees harmless from and against any and all losses and expenses (including, without limitation, attorney’s fees) (collectively, “Losses”) arising out of the publication of the Client Content, including without limitation those arising from third party claims, suits, judgments or proceedings for violation of applicable laws, rules or regulations, defamation, copyright or trademark infringement, infringement or misappropriation of any other intellectual property rights or rights of privacy or publicity, violation of the Lanham Act, and from any and all other claims or rights of action now known or hereafter devised or created (collectively, “Claims”).
12. LIMITATION OF LIABILITY. Client agrees that ALM shall not be liable for (i) any delays in the delivery of any Services or the correction of any errors or omissions in the Client Content; (ii) consequential, punitive, special or other speculative damages of any nature whatsoever, including lost profits; and/or (iii) errors or omissions in the Client Content as it is exhibited to the public.
13. REMEDY AT LAW. In the event of any dispute arising out of or relating to this Agreement, Client's sole remedy shall be an action for damages at law. Client expressly waives any and all equitable rights they may have hereunder, including without limitation any right to enjoin, rescind, terminate or otherwise interfere with the conduct of ALM's business.
14. RESULTS. Unless otherwise agreed by both parties, ALM makes no representations regarding the results to be achieved by the provision of any Services, and ALM does not guarantee a specific level of results with respect to such Services.
15. GOVERNING LAW. The parties agree that this Agreement will be construed in all respects in accordance with the laws of the State of New York applicable to agreements entered into and to be wholly performed therein, and, in the event of any dispute related to the subject matter of this Agreement, the parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts located in the State of New York, New York County.
16. NOTICE. Except as otherwise provided herein, all notices and approvals desired or required to be given to either party hereunder shall be in writing and shall be deemed given when delivered via email to (1) in the case of notices to Client, the notice email set forth in the relevant Order, and (2) in the case of ALM, [email protected].
17. ASSIGNMENT. Neither party may assign this Agreement, in whole or in part, without the other party's prior written consent, except that either party may, upon written notice, assign this Agreement without consent of the other in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets. Any attempt to assign this Agreement other than as permitted herein will be null and void ab initio. Without limiting the foregoing, this Agreement will inure to the benefit of and bind the parties' respective successors and permitted assigns.
18. SEVERABILITY. If any term or provision of this Agreement is declared illegal, invalid or unenforceable, the parties intend that the remainder of this Agreement shall not be affected thereby and that, in lieu of any such stricken provision, there shall be added as a part hereof, a substitute provision as similar in substance to the illegal, invalid or unenforceable term or provision as may be possible.
19. NO PARTNERSHIP. Nothing contained in this Agreement shall be construed to constitute a partnership or joint venture or any other fiduciary relationship. Neither party is the employee, agent, partner or joint venture of the other, it being understood and agreed that the relationship of the parties is that of independent contractors.
20. DEFAULTS; NO WAIVER. No waiver by either party of any default hereunder shall constitute a waiver by such party of any subsequent default, whether such subsequent default is similar in nature to any previously waived default. All remedies under this Agreement or under law or otherwise shall be cumulative and not alternative.
21. FORCE MAJEURE. Other than for payment obligations, neither party's delay or failure to perform or enforce any provision of this Agreement, as result of circumstances beyond its reasonable control (including, without limitation, war, strikes, floods, governmental restrictions, pandemic, public health emergency, failures of power, telecommunications or Internet, or damage to or destruction of any network facilities) shall be deemed to be, or to give rise to, a breach of this Agreement.
22. ENTIRE AGREEMENT. This Agreement and the applicable Orders are intended by the parties hereto as a complete and final expression of their agreement and understanding with respect to the subject matter hereof. This Agreement may not be changed or modified, or any covenant or provision hereof waived, except by an agreement in writing, signed by the party against whom enforcement of the change, modification or waiver is sought, and not otherwise.

1. Application. In addition to the terms and conditions set forth in Part A, the terms and conditions set forth in this Part H shall apply to subscription for the Directory Service. In the event of any conflict or inconsistency between the terms and conditions in Part A and this Part, the terms and conditions in this Part shall govern.
2. Authorized Representative. Orders for Directory Service subscriptions will only be fulfilled after receipt of a completed Order that is signed by a known, authorized representative of the Client.
3. Payment Terms. Subscriptions to the Directory Service are billed annually in advance via credit card. Subscriptions fees are not pro-rated for subscriptions that commence on a date other than the first day of a calendar month.
4. Term and Termination. The term of a Directory Service subscription is one year, and will automatically renew for subsequent consecutive one-year terms at ALM’s then current subscription price unless either party notifies the other of its election not to renew at least thirty (30) days prior to the end of the then current term. ALM will provide Client with notice of renewal and any change in the subscription price at least forty-five (45) days prior to the end of the then current term. Pre-paid subscription fees for the Directory Service are not refundable.

1. Application. In addition to the terms and conditions set forth in Part A, the terms and conditions set forth in this Part I shall apply to subscriptions for the Articles Service. In the event of any conflict or inconsistency between the terms and conditions in Part A and this Part, the terms and conditions in this Part shall govern.
2. Authorized Representative. Orders for the Articles Service subscriptions will only be fulfilled after receipt of a completed Order that is signed by a known, authorized representative of the Client.
3. Standards Review. The content and subject matter of Articles submitted by Client must meet ALM’s minimum quality standards for publication. Client acknowledges and agrees that ALM shall expressly disclaim responsibility for the content, editorial perspective, opinions or subject matter of any Articles submitted by Client.
4. Payment Terms. Subscriptions to the Articles Service are billed annually in advance via credit card. Subscriptions fees are not pro-rated for subscriptions that commence on a date other than the first day of a calendar month.
5. Term and Termination. The term of an Articles Service subscription is one year, and will automatically renew for subsequent consecutive one-year terms at ALM’s then current subscription price unless either party notifies the other of its election not to renew at least thirty (30) days prior to the end of the then current term. ALM will provide Client with notice of renewal and any change in the subscription price at least forty-five (45) days prior to the end of the then current term. Pre-paid subscription fees for the Articles Service are not refundable.