Terms of Use & Privacy Statement

TERMS OF USE STATEMENT GOVERNING
THE HOWARD RICE WEBSITE

Howard Rice Nemerovski Canady Falk & Rabkin ("Howard Rice") provides this website and website-related services (collectively, the "HR Site") subject to your compliance with the terms and conditions set forth in these Terms of Use (the "Terms of Use"). By using the HR Site, you agree to be bound by these Terms of Use and the Howard Rice Privacy Policy. If you do not agree to these terms and conditions, you must not use the HR Site.  Howard Rice may at any time, in its sole discretion, revise or otherwise update these Terms of Use by posting an amended Terms of Use on the HR Site and any changes will be effective immediately upon posting. Your use of the HR Site following the posting of an updated Terms of Use constitutes acceptance of the updated Terms of Use. Further, Howard Rice reserves the right, at any time, to modify or discontinue, temporarily or permanently, the HR Site (or any part thereof) without notice. You agree that Howard Rice shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the HR Site, or of any Materials (as defined below).

No Legal Advice
Howard Rice makes available the information and materials on the HR Site (the "Materials") for general informational purposes only. The Materials are not intended to and do not constitute legal advice or a solicitation for the formation of an attorney-client relationship and no attorney-client relationship is created through your use of the HR Site or your receipt of the Materials. Unsolicited e-mails and information sent to Howard Rice do not create an attorney-client relationship with Howard Rice, will not be considered confidential, and may be disclosed to others pursuant to Howard Rice's Privacy Policy. Howard Rice accepts clients only in accordance with certain formal procedures, and renders legal advice only after completion of those procedures.  Howard Rice does not seek to represent anyone desiring representation based upon viewing the HR Site in a state, territory or foreign country where the HR Site fails to comply with applicable laws and ethical rules. In addition, Howard Rice's attorneys do not seek to practice law in states, territories and foreign countries where they are not properly authorized to do so.

Proprietary Rights
You acknowledge and agree that the HR Site and the Materials are and shall remain the property of Howard Rice or its licensors and are protected by copyright, trademark, and other proprietary rights and laws. Except as expressly authorized in advance by Howard Rice, you agree not to copy, distribute, transmit, display, perform or create derivative works of the HR Site or any of the Materials. Notwithstanding the foregoing, and subject to your compliance with these Terms of Use, Howard Rice grants to you a limited, personal, revocable, non-transferable and non-sublicensable license to (a) access the HR Site and the Materials via the Internet solely for purposes of viewing such materials and (b) to print out pages of the HR Site for your personal, non-commercial use. Trade names, trademarks, service marks and domain names (collectively, "Marks") of Howard Rice include, without limitation, "Howard Rice Nemerovski Canady Falk & Rabkin," "Howard Rice," "howardrice.com," and any associated logos. All Marks on the HR Site that are not owned by Howard Rice are the property of their respective owners. You agree not to use the Marks owned by Howard Rice, whether registered or unregistered, on or in connection with any product or service that is not a product or service provided by Howard Rice, or in any other manner that is likely to cause confusion or dilution. Nothing on the HR Site should be construed as granting, by implication, estoppel, or otherwise, any right or license to use any of Howard Rice's Marks without Howard Rice's prior express written permission.

User Conduct
You agree to comply with all applicable laws and regulations in connection with your use of the HR Site.  Without limiting the foregoing, you agree not to use the HR Site in connection with (a) the infringement of intellectual property rights (including Howard Rice's rights in its Marks and the Materials); (b) the unauthorized transmission of unsolicited commercial electronic mail; (c) the transmission of defamatory materials; or (d) fraud. You will not violate, attempt to violate, or knowingly facilitate the violation of the security (including access control or authentication systems) or integrity of the HR Site. Without limiting the foregoing, you agree not to (a) attempt to or enable others to attempt to gain unauthorized access to any other accounts, computer systems or networks connected to any Howard Rice server or to any of the Materials, through hacking, password theft or any other means; (b) use any "deep-link," "page-scrape," "robot," "spider" or other automatic device, program, algorithm or methodology, or any equivalent manual process, to access, acquire, copy or monitor any portion of the HR Site or Materials, or in any way circumvent the navigational structure or presentation of the HR Site or Materials; (c) attempt or enable others to attempt to obtain any Materials through any means that Howard Rice has not intentionally made available on the HR Site; or (d) use the HR Site or the Materials in any manner that could damage, disable, overburden, or impair any Howard Rice server, or the network(s) connected to any Howard Rice server, or that might interfere with any other person's access to or use or enjoyment of any Materials.

Limitation of Liability and Disclaimer of Warranties
THE HR SITE AND THE MATERIALS ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. HOWARD RICE, ITS AFFILIATES AND ITS SUPPLIERS DO NOT MAKE ANY, AND HEREBY DISCLAIM ALL, WARRANTIES THAT MIGHT ARISE FROM YOUR USE OR RELIANCE ON THE HR SITE AND THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. HOWARD RICE, ITS AFFILIATES AND ITS SUPPLIERS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE HR SITE OR MATERIALS, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLES, EVEN IF HOWARD RICE, ITS AFFILIATES AND/OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE HR SITE OR THE MATERIALS IS TO STOP USING THE HR SITE OR THE MATERIALS. TO THE EXTENT THAT HOWARD RICE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF HOWARD RICE'S LIABILITY SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

Indemnity
You agree to defend, indemnify and hold harmless Howard Rice, its affiliates and its suppliers, and each of their respective partners, employees, representatives and agents, from and against all claims, losses, costs, damages, liabilities, and expenses (including but not limited to attorneys fees) arising out of: (a) your activities in connection with the HR Site; (b) any violation of these Terms of Use by you; (c) any improper or unauthorized use of the Materials by you; and (d) any allegation that anything you transmit through or in connection with the HR Site infringes or otherwise violates the copyright, trademark, trade secret, privacy, or other rights of any third party.

Governing Law and Venue
These Terms of Use shall be governed by the laws of the State of California as applied to agreements made, entered into, and performed entirely in California by California residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms of Use or your use of the HR Site or Materials shall be brought in the Federal or State courts located in San Francisco County, California, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose.

Miscellaneous
If any term or provision of these Terms of Use are in violation of or prohibited by any applicable law or regulation, such term or provision shall be deemed to be amended or deleted to conform to such law or regulation, without invalidating or amending or deleting any other terms or provisions of these Terms of Use. The failure of Howard Rice to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the HR Site or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Neither the course of conduct between you and Howard Rice, nor trade practice, shall act to modify any provision of these Terms of Use. These Terms of Use are not assignable, transferable or sublicensable by you.  These Terms of Use comprise the entire and exclusive agreement between you and Howard Rice with respect to your use of the HR Site and Materials, superseding any prior agreements or negotiations between you and Howard Rice with respect to your use of the HR Site (except other written, fully-executed contracts between you and Howard Rice).

PRIVACY STATEMENT GOVERNING THE HOWARD RICE WEBSITE

Howard Rice Nemerovski Canady Falk & Rabkin ("Howard Rice" or "we") respects the privacy and security of users of the Howard Rice web site (the "HR Site"). This Privacy Statement discloses Howard Rice's information gathering and dissemination practices solely with respect to the Howard Rice Site and does not apply to Howard Rice's practices conducted offline. Because the Internet is global, information about you that Howard Rice collects or that you submit through the HR Site may be transferred to, processed in, and held in countries (including the United States) other than the one in which you reside. By using the HR Site, you explicitly consent to such use of your information and agree to the terms of this Privacy Statement.  This Privacy Statement is effective April 15, 2005.

Revisions
Howard Rice reserves the right to update and revise this Privacy Statement at any time. You can determine if this Privacy Statement has been revised since your last visit to the HR Site by referring to the effective date in the first paragraph of this Privacy Statement. Your use of the HR Site constitutes your acceptance of the terms of the Privacy Statement as amended or revised by Howard Rice, and you should therefore review this Privacy Statement regularly to ensure that you are aware of its terms.

Information Collection Practices
As a visitor to the HR Site, you can engage in many activities without providing any personal information. Even if we do not collect personal information about you, we nevertheless may collect non-personally identifiable information about you such as your Internet Protocol (IP) address, your Internet host company (e.g., AOL), your browser software (e.g., Microsoft Internet Explorer), your software platform (e.g., Windows 2000), the duration of your visit to the HR Site, and the domain (e.g., .COM, .NET, .JP) of the site from which you arrived at the HR Site.  In addition, we may use cookies and tracking technologies to allow us to track the actions of users of the HR Site.  We may also aggregate such information about you with similar data collected from other users of the HR Site.  We use such information to help diagnose problems with our server, administer the HR Site, gather broad demographic information and generate user statistics. We do not use such data to create or maintain a personal profile about you.

You may choose to provide Howard Rice with personally identifiable information (e.g., your name, physical address, e-mail address) in connection with subscribing to certain services offered through the HR Site or through e-mailing us to provide feedback or otherwise. We use such personally identifiable information to provide the service for which you have subscribed and to respond to your comments and questions about our services and the HR Site.

Information Sharing Practices
Except as otherwise described in this section of our Privacy Statement, Howard Rice will not share your personally identifiable information with any third party without your permission. From time to time, we may enter into relationships with third parties who provide services to us (e.g., web hosting services or data management and storage services) and, in those circumstances, we reserve the right to disclose personally identifiable information that is necessary for such service providers to perform those services for us.  We may also from time to time share aggregated personally identifiable information with third parties, but not in manner that would enable the recipient to personally identify any individual. Finally, and notwithstanding anything in this Privacy Statement to the contrary, we reserve the right, unless limited by applicable law, to share any personally identifiable information we have collected: (1) in response to subpoenas, court orders, or legal process, or to establish, protect, or exercise our legal rights or defend against legal claims; (2) if we believe it is necessary in order to investigate, prevent, or take action regarding illegal activities, fraud, or situations involving potential threats to the safety of any person or property; (3) if we believe it is necessary to investigate, prevent, or take action regarding situations that involve significant abuse of our website infrastructure or the Internet in general (such as voluminous spamming, denial of service attacks, or attempts to compromise the security of information); (4) to companies under common control with us (in which case we will require such entities to honor this Privacy Statement); and (5) if we are acquired by or merged with another entity.

Choice/Opt-Out
Howard Rice offers you the opportunity to choose not to receive communications from us.  If you would like to take advantage of this opportunity, please let us know by sending us an e-mail to website@howardrice.com or making use of the "opt-out" mechanism in any communications we send to you. Please note that sometimes these requests may take up to ten business days to process.

Accessing, Correcting, and Deleting Your Personally Identifiable Information
If you would like to modify or delete from our database any personally identifiable information you previously submitted to Howard Rice, please let us know by sending us an e-mail to website@howardrice.com (please clearly state what personally identifiable information you would like modified or deleted). Please note that sometimes these requests may take up to ten business days to process and that any personally identifiable information that we have copied may remain in back-up storage for some period of time after your request.  Also, please note that we will maintain information about you in our database whenever we are required to do so by law.

Security
Howard Rice uses a variety of security technologies and procedures to help protect your personally identifiable information from unauthorized access, use, or disclosure.  For example, we store your personally identifiable information on computer systems with limited access that are located in controlled facilities. We also use encryption technology, such as the Secure Socket Layer (SSL), to protect personally identifiable information transmissions if your Internet browser supports 128-bit encryption.  Unfortunately, however, no data transmission over the Internet can be guaranteed to be 100% secure.  As a result, while we strive to protect your personally identifiable information, we cannot guarantee its security.

Links
The HR Site may contain links to other sites.  We are not responsible for the privacy practices of any such other site and urge you to review such practices prior to submitting any personal information to such websites.

Contact Us
If you have any questions about these Terms of Use & Privacy Statement, please contact Howard Rice at website@howardrice.com.

These Terms of Use & Privacy Statement were last updated April 15, 2005.