Effective September 3, 2013

Welcome to the Prime Clerk LLC (together with its subsidiaries and affiliates, “Prime Clerk”) Site (the “Site”). Please review the following terms and conditions concerning your use of and access to this Site. By accessing or using this Site, including to download any materials from this Site, you agree to follow and be bound by these Terms of Use (the “Terms”). If you do not agree with these Terms, do not use this Site.

General Use Provisions

All materials provided and available on this Site, including but not limited to information, documents, products, logos, graphics, sounds, images, software, and services (“Materials”), are provided either by Prime Clerk or by its clients or other vendors (“Third Party Providers”) and are the copyrighted work of Prime Clerk and/or its Third Party Providers. Except as expressly stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of Prime Clerk.  You may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on this website for any public or commercial purpose.

You may not “mirror” any Materials contained on this Site on any other server without Prime Clerk’s prior express written permission. You may not access or use this Site or any Materials in any manner that could damage, disable, overburden, or impair any Prime Clerk server, or the network(s) or system(s) connected to any Prime Clerk server, or interfere with any other party’s use and enjoyment of this Site or any products or services provided by Prime Clerk. Any use of direct or indirect automated searches or data queries with respect to this Site or the Materials is strictly prohibited without Prime Clerk’s prior written consent. You may not attempt to gain unauthorized access to any services, accounts, computer systems or networks connected to any Prime Clerk server or network or to this Site or any of the Materials, through hacking, password mining or any other means. You may not obtain or attempt to obtain any Materials or information through any means not intentionally and publicly made available through this Site.

Except where expressly provided otherwise by Prime Clerk, nothing on this Site shall be construed to confer any license under any of Prime Clerk’s or any Third Party Provider’s intellectual property rights, whether by estoppel, implication, or otherwise.

Materials provided by Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by Prime Clerk.

Any unauthorized use of any Materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Submissions

Except where expressly provided otherwise by Prime Clerk, all comments, feedback, information or materials submitted to Prime Clerk through or in association with this Site (“Submissions”) shall be considered non-confidential and Prime Clerk’s property. By providing such Submissions to Prime Clerk, you assign to Prime Clerk, effective immediately upon such submission, at no charge, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions and represent and warrant that you have all necessary ownership rights, consents and authority to assign all such rights, title and interest to Prime Clerk. Prime Clerk shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. You acknowledge that you are responsible for the Submissions that you provide, and that you, not Prime Clerk, have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality and copyright.

Functioning of the Site

No representation or warranty is given that any functions contained in the Site will be uninterrupted, error-free, virus-free, free from harmful components, or that any defects will be corrected. No transmission over the Internet can be guaranteed to be secure. Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.

Disclaimer

ALTHOUGH PRIME CLERK SEEKS TO PROVIDE ACCURATE AND UPDATED INFORMATION ON THIS SITE, WE CANNOT ASSURE THAT SUCH IS THE CASE. THE INFORMATION AND CONTENTS OF THIS SITE ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY DISCLAIMED.  WE MAKE NO REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENTS OF THIS SITE.  WE ALSO DO NOT UNDERTAKE ANY OBLIGATION TO UPDATE, MODIFY, REVISE OR REORGANIZE THE INFORMATION PROVIDED ON THIS SITE, OR TO NOTIFY YOU OR ANY THIRD PARTY SHOULD ANY SUCH INFORMATION BE UPDATED, MODIFIED, REVISED OR REORGANIZED.
PRIME CLERK IS NOT IN THE BUSINESS OF PROVIDING PROFESSIONAL OR LEGAL ADVICE AND INFORMATION CONTAINED ON THIS SITE SHOULD NOT BE RELIED ON AS A SUBSTITUTE FOR FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVICE.  ANY RELIANCE ON THE INFORMATION CONTAINED ON THIS SITE IS SOLELY AT YOUR RISK.

Limitation of Liability

PRIME CLERK AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS AND REPRESENTATIVES (THE “PRIME CLERK PARTIES”) SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF YOUR ACCESS OR USE OF THIS SITE OR ACCESSING, USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE MATERIALS.
IN NO EVENT SHALL THE PRIME CLERK PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE DISALLOWANCE OF A POTENTIAL CLAIM AGAINST A CLIENT OF PRIME CLERK, OR LOSS OF BUSINESS OR PROFITS), HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE ACCESS TO, USE OF, PERFORMANCE OF, OR INFORMATION AVAILABLE FROM THIS SITE, EVEN IF ANY PRIME CLERK PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITE AND/OR MATERIALS AND YOU WILL NOT MAKE A CLAIM AGAINST ANY PRIME CLERK PARTY FOR LOST OR CORRUPTED DATA OR SYSTEMS, LOSS OF GOODWILL, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF THE SITE OR MATERIALS.
YOU AGREE TO HOLD THE PRIME CLERK PARTIES HARMLESS FROM, AND YOU COVENANT NOT TO SUE PRIME CLERK FOR, ANY CLAIMS ARISING OUT OF OR RELATED TO YOUR ACCESS AND USE OF THIS SITE AND/OR THE MATERIALS IN ANY MANNER.

Links to Third Party Websites

The Site may contain hyperlinks to other websites. The use of any such other website may be subject to a privacy statement, terms of use, disclaimer or similar legal condition which may significantly differ from those set forth in this privacy policy or elsewhere on the Site. Prime Clerk strongly encourages you to review the privacy policies of any website you visit via the Site before supplying personally identifiable information through that website and to familiarize yourself with the terms, conditions and policies implicated by the use of those sites. Prime Clerk is not responsible for the privacy practices or the content of any such other sites.

Intellectual Property Notices

Elements of the Site and Materials are protected by copyright, trade dress, intellectual property and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the Site or any Materials may be copied or retransmitted unless expressly permitted by Prime Clerk. Any permissible use of Prime Clerk’s Materials, logos, graphics, sounds or images found on this Site must include the copyright notice identified below without any modification.

Prime Clerk, the Prime Clerk logo, any other protected mark or logo on this Site or Materials, and/or other Prime Clerk products referenced herein are trademarks and service marks of Prime Clerk LLC and its affiliated companies, and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols may be the trademarks of their respective owners.

Governing Law; Arbitration

These Terms shall be construed in accordance with the laws of the State of New York without regard to its principles of conflicts of law.

Prime Clerk may elect to resolve any controversy or claim arising out of or relating to these Terms or our Site by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of New York, County of New York, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or the property of you or us (or those of our affiliates and our clients), pending the completion of arbitration.

Miscellaneous

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

These Terms constitute the entire agreement between you and us concerning your use of the Site, superseding any prior agreements that you may have with us.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, 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 Terms shall continue in effect.

Questions & Contact Information

Questions or comments about the Site may be directed to us at webmaster@primeclerk.com.