Wilson Sonsini Alumni Network

Wilson Sonsini Alumni Website Terms and Conditions

Last updated: November 15, 2021

Welcome, and thank you for your interest in the Wilson Sonsini Alumni Community Website located at wsgralumni.com (the “Alumni Site”). These Alumni Website Terms and Conditions are a binding contract between Wilson Sonsini Goodrich and Rosati, Professional Corporation (“Wilson Sonsini,” “we” or “us”) and you governing your use of the Alumni Site. The Alumni Site is hosted on behalf of Wilson Sonsini by PeoplePath. (“PeoplePath”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR BY OTHERWISE ACCESSING OR USING THE ALUMNI SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE ALUMNI SITE, YOU AGREE TO BE BOUND BY, THESE ALUMNI WEBSITE TERMS AND CONDITIONS AND THE ALUMNI WEBSITE PRIVACY STATEMENT (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THESE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE ALUMNI SITE. YOUR ACCEPTANCE OF THESE TERMS OR USE OF THE ALUMNI SITE CONSTITUTES AN AGREEMENT BY Wilson Sonsini AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16, you agree that disputes arising under these terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Wilson Sonsini ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). In accordance with Section 16, your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

Alumni Site Overview. The Alumni Site enables Wilson Sonsini alumni to stay in touch with Wilson Sonsini and one another, and to keep up-to-date with the latest news and information about Wilson Sonsini.
Eligibility. You must be at least 18 years old and a Wilson Sonsini alumnus/a or current Wilson Sonsini employee to use the Alumni Site. By agreeing to these Terms, you represent and warrant to us that: (a) you meet the eligibility requirements set forth in the foregoing sentence; (b) you have not previously been suspended or removed from the Alumni Site; and (c) your registration and your use of the Alumni Site is in compliance with any and all applicable laws and regulations.
Modifications to Terms
1. Modifications. You agree that we may, from time to time and in our sole discretion, change or modify these Terms on a going-forward basis. If a change to these Terms materially modifies your rights or obligations, you will be required to accept the modified Terms in order to continue to use the Alumni Site. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 3, these Terms may be amended only by a written agreement signed by you and us. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
2. Other Terms. Certain services made available to you through the Alumni Site may be subject to different or additional terms. If you elect to use such services, then you agree that you will be subject to any differing or additional terms (including posted guidelines or rules) applicable to such services. All such additional terms are hereby incorporated by reference into these Terms.
Registration and Accounts
1. Registration. To use the Alumni Site, you must first complete the Alumni Site registration process to create an account with a user name and password ("Account"). You agree to provide accurate, current and complete information during the registration process and when using the Alumni Site. You also agree that you will review, maintain, correct, and update such information in a timely manner to maintain its accuracy and completeness.
2. Your Account. You agree that you will safeguard your user name and password, and you agree that you are solely responsible for any activity that occurs under your Account. You agree that we can rely upon the contact and other information that is supplied to us through your Account and acknowledge that we will rely upon such information. You agree to (a) promptly notify us if you become aware of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you log out of your Account at the end of each visit to the Alumni Site. You acknowledge and agree that your Account is non-transferable and non-assignable.
User Content and Licenses
1. User Content. Certain features of the Alumni Site may permit users to upload content to the Alumni Site, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“User Content”) and to publish User Content on the Alumni Site. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Alumni Site.
2. Licenses. By posting, uploading, inputting, providing or submitting User Content: (a) you hereby grant us a nonexclusive, worldwide, royalty free, full paid, perpetual, sublicensable (including to PeoplePath and its affiliates), non-revocable license to use your User Content in connection with operating the Alumni Site, including the rights to host, store, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed, and to publish your name on the Alumni Site in connection with your User Content; and (b) you hereby grant other users of the Alumni Site a non-exclusive license to access and use your User Content as permitted by these Terms and the functionality of the Alumni Site. For the avoidance of doubt, the license in part (a) of the foregoing sentence gives us and PeoplePath the right to preserve your User Content and disclose your User Content: if we are requested to do so by law or legal process; (ii) to law enforcement authorities or other government officials; (iii) when we believe disclosure is necessary or appropriate to prevent physical harm or financial loss, or in connection with an investigation of suspected or actual fraudulent or illegal activity; (iv) to enforce these Terms or respond to claims that any User Content violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of ourselves, our agents and employees, other users of the Alumni Site and members of the public. You understand and agree that we may transmit your User Content over various networks and make changes to your User Content so that it conforms to the technical requirements of networks or devices connected to the Alumni Site.
3. User Content Warranties. We disclaim any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of submitting, posting, publishing, or sharing User Content. By submitting, posting, publishing, or sharing User Content, you affirm, represent, and warrant that:
  1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize us and users of the Alumni Site to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by us, the features of the Alumni Site, and these Terms;
  2. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause us or PeoplePath to violate any law or regulation; and
  3. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
4. Prohibited Content. You agree not to upload, post or otherwise transmit to or through the Alumni Site any User Content or any other materials whatsoever that are, or could appear to a reasonable person to be: (a) untrue, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive to another person's privacy or protected data, hateful, or racially, ethnically or otherwise objectionable; (b) infringing upon a third party's intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, or the subject of any third-party claim of infringement; (c) of a type that you do not have a right to transmit under any law or under contractual or fiduciary relationships, such as inside information and proprietary and confidential information; (d) unsolicited, undisclosed or unauthorized advertising; (e) software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (f) obtained through access that was not authorized by the owner of materials, or with respect to which such posting would constitute unauthorized use; or (g) in violation of any applicable local, state, national or international law, regulation, or statute (including export laws).
Prohibited Conduct. You agree not to do, or attempt to do, any of the following:
1. access or use the Alumni Site (i) in any way that violates or is not in full compliance with, or that would cause us to violate or not be in full compliance with, any applicable local, state, national or international law, regulation, or statute (including export laws), or any contract or intellectual property right, (ii) in a way that violates, or encourages others to violate, any right of a third party (including by infringing or misappropriating any third party intellectual property right), or (iii) for any purpose that is harmful or not in full compliance with these Terms;
2. access, tamper with, or use the Alumni Site in an unauthorized manner;
3. "stalk" or otherwise harass another user of the Alumni Site;
4. manipulate, except as permitted by ordinary interface of the Alumni Site, any postings, registration information, profiles, submissions or User Content of other users;
5. use any robot, spider, scraper or other automated means or interface not provided or authorized by us to access the Alumni Site;
6. extract data or gather or use information available through the Alumni Site though any means not made available or provided for through the ordinary interface of the Alumni Site;
7. transmit any unsolicited advertising, "junk mail," "spam," or "chain letters";
8. advertise or offer to sell or buy any goods or services except as expressly permitted in a designated area of the Alumni Site;
9. frame any part of the Alumni Site, or link to the Alumni Site, or otherwise imply that you have a relationship to us or that we have endorsed you or your User Content for any purpose except as expressly permitted in writing by us;
10. impersonate or misrepresent your affiliation with any person or entity;
11. manipulate identifiers in order to disguise the origin of User Content transmitted through the Alumni Site;
12. reverse engineer any aspect of the Alumni Site or do anything that might enable you to discover the source code of the Alumni Site, or bypass or circumvent measures employed to prevent or limit access to any area, User Content or code of the Alumni Site (except as otherwise expressly permitted by law);
13. send to or otherwise impact us or the Alumni Site (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware," "adware," or other code that could adversely impact the Alumni Site or any recipient;
14. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 14) or any right or ability to view, access, or use any Materials; or
15. knowingly interfere with or disrupt the Alumni Site or any server or network connected to the Alumni Site, take any action that might impose a significant burden (as determined by us) on the Alumni Site's infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Alumni Site.
Monitoring of Content. We are under no obligation to restrict, monitor, edit or control User Content in any way. You understand and acknowledge that we do not regularly monitor the accuracy, reliability, or quality of User Content. Notwithstanding the foregoing, we reserve the right to modify or remove any User Content at any time for any reason or no reason. We do not endorse, and we are not responsible for, the accuracy, reliability, or quality of any User Content, opinion, advice, information, or statement made available to you through the Alumni Site. You understand that by using the Alumni Site, you may be exposed to User Content that is offensive, indecent, or objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against us with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, we do not permit copyright-infringing activities on the Alumni Site. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities.
Indemnification. You are responsible for your use of the Alumni Site, and you agree to hold us, PeoplePath and our and PeoplePath’s respective directors, officers, employees, agents, attorneys, subsidiaries, affiliates, independent contractors, advertisers, partners and sublicensees and each of their respective successors and assigns (the “Indemnitees”) harmless from, and indemnify each Indemnitee against, all damages, costs, expenses and liabilities, including attorneys' fees and expenses, relating to any third-party claim, demand or proceeding arising out of or related to: (i) your access to and use of the Alumni Site and the User Content therein; (ii) your violation of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law; (iii) your violation of the rights of any third party, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (iv) any dispute you have or claim to have with any third party; or (v) your improper authorization of any Indemnitee to collect, use, or disclose any data or User Content provided by you. The applicable Indemnitee may, at its own expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with such Indemnitee’s defense of those claims.
Disclaimer of Warranties. THE ALUMNI SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE ALUMNI SITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND PEOPLEPATH EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE AS TO THE OPERATION OF THE ALUMNI SITE OR THE INFORMATION OR CONTENT AVAILABLE THROUGH THE ALUMNI SITE. WE AND PEOPLEPATH MAKE NO WARRANTY THAT: (i) THE ALUMNI SITE WILL MEET YOUR REQUIREMENTS; (ii) THE ALUMNI SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ALUMNI SITE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE ALUMNI SITE WILL MEET YOUR EXPECTATIONS; OR (v) ANY ERRORS IN SOFTWARE WILL BE CORRECTED. IF YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE ALUMNI SITE ANY MATERIAL, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE ALUMNI SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. WE AND PEOPLEPATH DO NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND ON THE ALUMNI SITE AND WE AND PEOPLEPATH ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE ALUMNI SITE AND YOUR DEALING WITH ANY OTHER SERVICE USER. ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR ANYONE ELSE.
Exclusion of Damages; Limitation of Liability
1. Exclusions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT WE, PEOPLEPATH, AND EACH OF OUR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS WILL NOT BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO THE ALUMNI SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY.
2. Liability Cap. WITHOUT LIMITING THE FOREGOING, EXCEPT AS PROVIDED IN SECTION 16.4(iii) IN NO EVENT WILL OUR OR PEOPLEPATH’S AGGREGATE LIABILITY OR THE AGGREGATE LIABILITY OF OUR OR PEOPLEPATH’S RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SUPPLIERS TO YOU EXCEED $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.
3. Exceptions. WE AND PEOPLEPATH DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT WE ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH IN SECTIONS 9 AND 10 MAY NOT APPLY TO YOU.
Use and Storage. You acknowledge that we may establish general practices and limits concerning use of the Alumni Site, including without limitation the maximum number of days that messages, message board postings or other uploaded User Content will be retained by the Alumni Site, the maximum disk space that will be allotted on our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Alumni Site in a given period of time. You agree that we and PeoplePath have no responsibility or liability for the deletion or failure to store any messages and other communications or other User Content maintained or transmitted by the Alumni Site. You acknowledge that we reserve the right to log off accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
Term and Termination
1. Term. These Terms are effective beginning when you accept the Terms or access the Alumni Site, and ending when terminated as described in this Section 12.
2. Termination; Suspension. You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate these Terms, your access to the Alumni Site, and/or your Account, or suspend or block your access to the Alumni Site. You may terminate your account and these Terms at any time by emailing alumni@wsgr.com. If your Account is terminated, you may no longer have access to the copies of material or other User Content available through the Alumni Site. Upon termination, you acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Alumni Site. Further, you agree that neither we nor Wilson Sonsini shall be liable to you or any third party for any termination of your access to the Alumni Site.
3. Effects of Termination. Upon termination of these Terms: (a) you must immediately cease all use of the Alumni Site; and (b) you will no longer have access to your Account. Sections 5.2 and 7 through 19 and the Alumni Website Privacy Statement will survive termination of these Terms.
4. Modifications to the Alumni Site. We reserve the right to temporarily or permanently modify or discontinue, and restrict or block access to, the Alumni Site (or any part thereof) without notice. Neither we nor PeoplePath will be liable to you for any such modification, suspension, or discontinuance. You may use the Alumni Site only when and as available. Unless explicitly stated otherwise, any new features that augment or enhance the Alumni Site shall be subject to these Terms
Third-Party Sites. Advertisements, offers, or links to other websites and resources of third parties (“Third-Party Sites”), which we do not control, may be found on or through the Alumni Site. Such advertisements and information may or may not be or remain wholly accurate. You acknowledge and agree that we are not responsible or liable for (i) the availability or accuracy of Third-Party Sites; or (ii) the content, advertising, or products or services on or available from Third-Party Sites. The inclusion of any link on the Alumni Site does not imply that we endorse the linked Third-Party Site. The Alumni Website Privacy Statement does not apply to Third-Party Sites. Your correspondence or business dealings with, or participation in promotions of, third-party merchants or advertisers that are available on or through the Alumni Site, or which provide links on or through the Alumni Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchant or advertiser. You waive any claim against us and agree to hold us harmless from any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such merchants or advertisers on or through the Alumni Site.
Proprietary Rights.
1. Materials. The visual interfaces, graphics, design, content, information, data, computer code and all other elements of the Alumni Site or materials available through the Alumni Site other than your User Content (collectively, “Materials”) are the property of us, PeoplePath, other users or our respective third-party licensors and are protected by intellectual property and other laws. Except as expressly authorized by us, you may not make use of the Materials. We reserve all rights to the Materials not granted expressly in these Terms.
2. Trademarks. “Wilson Sonsini Alumni Community,” “Wilson Sonsini Goodrich and Rosati, P.C.,” “PeoplePath” and other Wilson Sonsini and PeoplePath trademarks, trade names, logos and product and service names (the "Marks") are the sole property of Wilson Sonsini or PeoplePath respectively. Nothing in these Terms grants you the right to display or use any Mark in any manner.
Digital Millennium Copyright Act
1. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Alumni Site, you may contact our Designated Agent at the following address:

Wilson Sonsini Goodrich and Rosati, Professional Corporation
ATTN: Office of the General Counsel
650 Page Mill Road
Palo Alto, California 94304
Email: copyright@wsgr.com

Any notice alleging that materials hosted by or distributed through the Alumni Site infringe intellectual property rights must include the following information:

a.   the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;

b.   identification of the copyrighted work that you claim has been infringed;

c.   identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material (for example, by providing a URL to the material);

d.   your name, street address, telephone number, and email address;

e.   a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

f.   a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Repeat Infringers. We may promptly terminate the accounts of users that are determined by us to be repeat infringers.

Dispute Resolution and Arbitration
1. Generally. In the interest of resolving disputes between you and Wilson Sonsini in the most expedient and cost-effective manner, and except as described in Section 16.2, you and Wilson Sonsini agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Wilson Sonsini ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
2. Exceptions. Despite the provisions of Section 16.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
3. Arbitrator. Any arbitration between you and Wilson Sonsini will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Wilson Sonsini. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
4. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). WSGR's address for notice is: Wilson Sonsini Goodrich and Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Wilson Sonsini may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Wilson Sonsini must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor and the amount of the arbitrator’s award exceeds the last written settlement amount offered by Wilson Sonsini in settlement of the dispute, then, in addition to the amount of the award, Wilson Sonsini will pay your reasonable attorneys’ fees incurred in connection with the arbitration.
5. Fees. If you commence arbitration in accordance with these Terms, Wilson Sonsini will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Wilson Sonsini for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
6. No Class Actions. YOU AND Wilson Sonsini AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Wilson Sonsini agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
7. Modifications to this Arbitration Provision. If Wilson Sonsini makes any future change to this arbitration provision, other than a change to WSGR's address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to WSGR's address for Notice of Arbitration, in which case your account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
8. Enforceability. If Section 16.6 is found to be unenforceable or if the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 19.2 will govern any action arising out of or related to these Terms.
Notices and Contact Information. Except as otherwise provided in these Terms, we will give you any notices by email and by posting them in an area of the Alumni Site that is accessible to you. You agree to check the Alumni Site for notices, and you agree that you will be considered to have received a notice when it is emailed to you or made available to you by posting on the Alumni Site. You authorize us to provide notice (including notice of subpoenas or other legal process) to any e-mail or other address that you provide during registration. You agree to keep the address you provide current and you agree that notice provided by us to the address that you have most recently provided will constitute effective notice. You agree to send any notice under these Terms to our email address for legal notices related to the Alumni Site at alumni@wsgr.com. If you would like more information or have a complaint about the Alumni Site, please contact us at: alumni@wsgr.com.
Privacy Policy. For more information concerning our privacy practices, including our collection, use, storage, disclosure of your personal information, please see our Alumni Website Privacy Statement, which is a part of and incorporated into these Terms. You can view the Alumni Website Privacy Statement by clicking here.
Additional Terms
1. Miscellaneous. These Terms shall be deemed to include the Alumni Website Privacy Statement and any additional terms or conditions incorporated herein pursuant to Section 3. You are responsible for compliance with laws governing your access to and use of the Alumni Site (including laws governing the transmission of data), and you acknowledge that access to the Alumni Site by certain persons or in certain countries may not be legal. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms. Neither you nor we intend that any third party will be a beneficiary of, or entitled to rely upon, any part of these Terms. These Terms comprise the entire agreement between you and us with respect to your use of the Alumni Site and supersede all prior agreements between you and us regarding the subject matter contained herein. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. Neither you nor we have relied on any representations that are not expressly set forth in these Terms. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable provision shall be given effect to the greatest extent possible and the remainder of these Terms will remain in full force and effect. Our failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms, the use of the word "including" means "including but not limited to".
2. Jurisdiction; Choice of Law; Export Limitations. You are responsible for compliance with applicable local laws. You may not use or export anything from the Alumni Site in violation of U.S. export laws and regulations, other applicable laws or regulations, or the Terms. These Terms are governed by the laws of the State of California without regard to conflict of law principles. Subject to Section 16, you and Wilson Sonsini submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding permitted under these Terms.
3. Consent to Electronic Communications. By using the Alumni Site, you consent to receiving certain electronic communications from us. Please read the Alumni Website Privacy Statement to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
4. Contact Information. The Alumni Site is hosted by PeoplePath on behalf of Wilson Sonsini Goodrich and Rosati, Professional Corporation, located at 650 Page Mill Road, Palo Alto, California 94304. You may contact us by sending correspondence to that address or by emailing us at alumni@wsgr.com.
5. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Alumni Site.