Terms of Service

June 19, 2019

These terms of use (these “Terms”) represent a legal agreement between you and LAROCQUE, LLC and govern your use of all of the following (collectively, the “Services”):

(i) this website and any related website operated by LAROCQUE, LLC (the “Site”);

(ii) any products, services or applications offered by LAROCQUE, LLC in connection with the Site (the “Products”); and

(iii) any information, data or other materials contained in or accessible by means of the Site or the Products (the “Information”).

By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by and comply with these Terms.

PRODUCTS
Use of certain Products may be subject to additional terms and conditions, including payment of fees, which LAROCQUE, LLC will post on the Site. When you register for or use such Products, such additional terms and conditions will apply and be deemed incorporated into these Terms.

LICENSE
LAROCQUE, LLC grants you a non-exclusive, non-assignable, revocable license (the “License”) to access and use the Services during the term hereof, subject to all of the terms and conditions hereof, including your satisfaction of all registration, payment and/or other requirements to the extent applicable to particular Products, as described on the Site.

 

Except with LAROCQUE, LLC’S prior written consent, You may not access the Services or Licensed Materials if You directly compete with LAROCQUE, LLC’S business in any material way. You may not access the Services or Licensed Materials for purposes of monitoring the availability, performance, or functionality of the Services or Licensed Materials, or for any other benchmarking or competitive purposes as related to LAROCQUE, LLC’S business.

 

USER CONDUCT
(a) In using the Services, you shall not:

(i) violate any applicable international, federal or state laws, regulations or rules or any securities exchange requirements (collectively, “Laws”), including by using any Information in a manner that violates the U.S. CAN-SPAM Act of 2003 or the Canadian Anti-Spam Legislation, as such statutes may be amended from time to time;

(ii) Make any Information available to LAROCQUE, LLC if doing so would violate any applicable Laws, industry or professional codes or standards, contractual or fiduciary obligations, confidentiality obligations, or employer policies or other requirements to which you are bound;

(iii) Transmit any information, data, images, or other materials that are unlawful, harmful, threatening, harassing, libelous, defamatory, vulgar, obscene or otherwise objectionable or that may invade another’s right of privacy or infringe any intellectual property right, including patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party;

(iv) Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

(v) Violate or attempt to violate the security of any of the Services, including: logging in to a server or account that you are not authorized to access; attempting to test, scan, probe or hack the vulnerability of the Site or any network used by the Site or to breach security, encryption or other authentication measures; or attempting to interfere with the Site by overloading, flooding, pinging, mail bombing or crashing it;

(vi) Reverse engineer, decompile or disassemble any portion of the Services; or

(vii) “Scrape” information from the Services, or use or attempt to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search any portion of the Site, other than the search engine and search agents available from LAROCQUE, LLC on the Site and generally available to third party web browsers (e.g., Mozilla Firefox, Google Chrome and Microsoft Internet Explorer).

(b) You shall: (i) provide true, accurate, current and complete information about yourself if prompted by the registration form; and (ii) maintain and update this information to keep it true, accurate, current, and complete.

ADDITIONAL RESTRICTIONS
(a) You may not develop or derive for commercial sale any Contact Data or other Information in any form, including an individual’s contact information or lists of multiple individuals’ contact information, that you may be granted access to through use of LAROCQUE, LLC’s products and services. Except with the prior written consent of LAROCQUE, LLC, you may not transfer or disclose any Contact Data or other Information to anyone else. You may only use the Site for commercial purposes after registering and paying any applicable fees for one or more applicable LAROCQUE, LLC Services. (email hrmw@hrwins.com for details.) You may not use the Services in a commercial service bureau environment including any provision or export of Information to third parties in any form whatsoever. You may use the Services solely for personal and/or your internal business purposes only, subject to the limitations set forth herein and in compliance with all applicable laws.

(b) You may not modify, copy, distribute, display, publish, license, create derivative works from, transfer or sell any Contact Data or other Information, except that you may store, print and/or email personal or company summaries of Information as needed for your personal use (provided that such use is in compliance with these Terms).

SUBMISSIONS

LAROCQUE, LLC does not want to receive confidential or proprietary information from you. Any information or material submitted by you to LAROCQUE, LLC through LAROCQUEINC.COM, HRWINS.COM, or in any other manner, will be deemed NOT to be confidential. Unless otherwise agreed to in writing, by sending LAROCQUE, LLC any information or other material, you grant LAROCQUE, LLC a non-exclusive, unrestricted, irrevocable, perpetual, royalty-free, worldwide, assignable, transferrable, sublicenseable, right and license, in all formats or media, whether now known or hereafter devised or discovered, to use, reproduce, display, transmit, translate, rent, sell, modify, disclose, publish, create derivative works from and distribute that material or information, and you also agree that LAROCQUE, LLC is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. You further agree to indemnify, defend and hold LAROCQUE, LLC harmless from any liability arising due to the use or distribution of any such material or information.

PROPRIETARY RIGHTS
(a) LAROCQUE, LLC and/or its licensors own or license the Services, including all software and other technology provided or employed by LAROCQUE, LLC in connection with the Services, and the contents, design, layout, functions, appearance and other intellectual property comprising the Services, including all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights inherent therein or appurtenant thereto. Without limitation of the foregoing, as between LAROCQUE, LLC and you, LAROCQUE, LLC shall retain all right, title and interest in and to the compiled biographical and company data and all other materials accessible by means of the Services, including news articles, company summaries, company descriptions, people summaries and contact information, and the selection, coordination and arrangement of such content, and you shall not acquire ownership in any of the Information by reason of the License. You shall abide by all additional copyright notices or restrictions contained in any content accessed through the Site.

(b) By furnishing Information, LAROCQUE, LLC does not grant any licenses to any copyrights, patents, trademarks, trade secrets or other intellectual property rights other than the limited rights to use the Services, as set forth herein. All rights not expressly granted herein under the License are reserved by LAROCQUE, LLC.

PROVISION OF SERVICES
(a) LAROCQUE, LLC may make improvements or changes in the Services at any time without notice.

(b) LAROCQUE, LLC shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content originating with or otherwise provided by third parties except to the extent provided by law.

(c) LAROCQUE, LLC will use reasonable commercial efforts to provide the Services on a 24/7 basis but it shall not be responsible for any disruption, regardless of length.

TERM; TERMINATION
The term hereof will commence when you first access the Services and continue in effect until terminated by either party, provided that your License with respect to particular Products may sooner expire as provided herein. LAROCQUE, LLC may, in its sole discretion, terminate or suspend your access to all or part of the Services for any or no reason and with no prior notice to you; provided, however, if LAROCQUE, LLC terminates for a reason other than your misconduct or breach of these Terms, and you have prepaid for Services, LAROCQUE, LLC will recompense you on a pro rata basis for such pre-paid amounts. You may terminate these Terms at any time by discontinuing use of the Services. Upon termination of these Terms for any reason, the License will likewise terminate and you shall immediately cease using the Services, including the Information. Any provision that must survive in order to give proper effect to its intent (e.g., indemnity, general, any perpetual license, limitations on liability, disclaimers, representations and warranties, etc.) shall survive the expiration or termination of these Terms.

LINKS
The Site contains links to websites that LAROCQUE, LLC does not operate. LAROCQUE, LLC is not responsible for the content of these websites, and you should direct any concerns regarding these websites to their respective site administrators or webmasters.

REPRESENTATIONS AND WARRANTIES; INDEMNITY
You represent, warrant and covenant that you are at least eighteen (18) years old. You hereby indemnify, defend and hold harmless LAROCQUE, LLC and its successors or assigns, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees of the foregoing (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of these Terms or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claim. LAROCQUE, LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

DISCLAIMERS; LIMITATIONS
(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION OF THE FOREGOING, LAROCQUE, LLC EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. LAROCQUE, LLC DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES.

(b) IN NO EVENT SHALL LAROCQUE, LLC BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, DELAY IN USING, OR INABILITY TO USE THE SERVICES. LAROCQUE, LLC’S LIABILITY FOR ANY DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT OF FEES YOU HAVE PAID FOR THE SERVICES FOR THE THEN-CURRENT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND THUS THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, LAROCQUE, LLC’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO $100.

PRIVACY
Our use of the Services is subject to LAROCQUE, LLC’s Privacy Policy, the provisions of which are incorporated herein by this reference. By using the Services, you acknowledge and consent to LAROCQUE, LLC’s Privacy Policy, including LAROCQUE, LLC’s collection, use and disclosure of information.

CHANGES TO THE TERMS
LAROCQUE, LLC may modify these Terms at any time by posting changes on the Site; however, (i) such changes will only become effective and binding after LAROCQUE, LLC provides notice on the Site or by email that these Terms have changed, and you first use the Services following the date of such posting, (ii) the changes will only apply with respect to your use of the Services after such changes become effective, and (iii) any imposition or change of fee obligations will only apply if and when you expressly agree. If at any time you find these Terms unacceptable and do not agree with them, you thereafter will have no right to use or access the Services.

MISCELLANEOUS
(a) Relationship. No joint venture, partnership, employment or agency relationship exists between you and LAROCQUE, LLC as a result of these Terms and/or your use of the Services.

(b) Authority. The person accepting these Terms on behalf of each party represents and warrants that he or she has been duly authorized by that party to accept the Agreement and thereby bind it to these terms. The parties agree that these Terms shall be effective as of the date accepted by you.

(c) Entire Agreement. These Terms represent the entire binding agreement between you and LAROCQUE, LLC with respect to the subject matter hereof, and supersede any and all prior understandings, statements or representations, whether electronic, oral or written, regarding Services. Certain products and services provided by LAROCQUE, LLC may have additional terms, guidelines, or rules that apply. By using or accessing such products and services, you agree to be bound by those additional terms, guidelines, or rules (which shall control to the extent that they conflict with these Terms).

A printed version of these Terms and of any notice given shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(d) Assignment and Waiver. LAROCQUE, LLC may assign these Terms at its discretion. You may not assign, sublicense or transfer these Terms or the License in whole or in part to anyone else. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.

(e) Jurisdiction. These Terms shall be governed by the laws of the United States of America and the State of New Jersey, without regard to conflict of laws rules, and you hereby give your consent to have any action or dispute between you and LAROCQUE, LLC resolved exclusively within the jurisdiction of the state or federal courts located in the State of New Jersey.

(f) Equitable Relief. In addition to money damages, LAROCQUE, LLC shall be entitled to seek equitable relief where appropriate if you breach of any of these Terms.

(g) Severability. These Terms are severable and may be construed to the extent of their enforceability in light of the parties’ mutual intent.

(h) Legal Expenses. The prevailing party in any legal action brought by one party against the other that arises out of these Terms shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its legal expenses, including court costs and reasonable attorneys’ fees.

(i) Construction. The titles and subtitles in these Terms are used for convenience only and are not to be considered in construing it. All references herein to “including” and variations thereof shall be deemed to mean, “including, but not limited to.”

(j) Notices. Notices required or permitted hereunder that are intended for you personally and not all users of the Services will be sent to you at the most recent email address on file with LAROCQUE, LLC. Notices to LAROCQUE, LLC shall be sent by email to hrmw@hrwins.com

(k) Digital Millennium Copyright Act. If you believe that the Site contains content that infringes on your copyright, please forward the following information to LAROCQUE, LLC, by email to hrmw@hrwins.com: Your postal address, telephone number, and email address;

A description of the copyrighted work that you claim has been infringed;

A description of where the alleged infringing material is located;

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

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.