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Terms & Conditions

TERMS AND CONDITIONS OF USE


Vale Law for Energy and the Environment

Terms and Conditions
Please read these terms and conditions of use carefully. These terms and conditions may have
changed since your last visit to this website. Our terms and conditions are designed to encourage
better service and compliance with applicable laws and regulations. By using this website, you
are agreeing to the following terms and conditions, and, as such, we recommend familiarizing
yourself with them.


Terms and Conditions of Use
Carefully read these Terms of Use before using this Website. Your access to, and use of, the
Website and its materials is conditioned upon your acceptance and compliance with these terms
in full. If you do not accept these terms, you should leave the Website immediately and cease
any further use of any materials you have obtained from the Website. Vale Law as used herein
shall refer to Vale Law for Energy and the Environment and/or its subsidiaries worldwide.

Table of Contents

Your Obligations
You unconditionally agree to the following terms (which may be occasionally updated or
changed without notice to you):

  1. You agree to provide true, accurate, current, and complete information about yourself as
    prompted by Vale Law’s registration form (such information being the "Registration Data").
  2. You agree that if you are creating a User Account on behalf of a corporation, company or
    other organization/entity, that you have been duly authorized pursuant to the relevant
    foundational documents and governing processes to act on behalf of the corporation, company or
    other organization/entity and bind the same to these terms and conditions.
  3. You agree to use one and only one account when using our service, unless authorized by a
    representative of Vale Law. This helps Vale Law to cut down on abusive accounts and eliminate
    multiple points of contacts for the same company.
  4. You agree that you will not link to or upload any webpage or file which attempts to interfere
    with, steal information from, damage, provides you or a third-party to gain unauthorized access
    to, or render inoperable any computer system.

User Account, User Name and Password
Upon the creation of an account with Vale Law you will choose a username and password. You
will receive confirmation of your registration upon completing Vale Law’s account creation
process. You are responsible for maintaining the confidentiality of the password for your
Account, and are fully responsible for all activities that occur under your password or Account.
You agree to notify Vale Law of any unauthorized use of your password or Account or any other
breach of security. You agree to ensure that you exit or log out from your Account at the end of
each session.

Copyright Notice and Usage of Content
The copyrights and other rights to the materials on this Website are owned by Vale Law. You are
authorized to view, download and reproduce the materials at this Website only for your internal
information subject to the non-disclosure, non-compete and non-circumvent provisions of these
Terms and Conditions provided that you (1) retain all notices contained in the original materials
(2) only use images with surrounding text relating to the images, and (3) include the following
copyright notice: © Vale Law for Energy and the Environment. All rights reserved.

No further publication or commercial use may be made of the materials on this Website without
the express written permission of Vale Law.

You may not make any part of this Website available as part of another web site whether by
hyperlink framing on the Internet or otherwise. This Website and its content may not be used to
construct a database of any kind nor may the same be stored (in whole or part) in databases for
access by you or any third party or to distribute any database containing all or part of the Website
or its content.

Non-Disclosure, Non-Compete and Non-Circumvent Agreement
By using the Vale Law website and creating a User Account you are signifying your acceptance
of these non-disclosure, non-compete and non-circumvent provisions (the “NDA”). Vale Law
and you are each a “Party” to this NDA, and collectively they are sometimes referred to as
“Parties.”

WHEREAS, the Parties wish to enter into discussions to evaluate potential business relationships
and/or transactions between them. The discussions may necessitate the disclosure of non-public
information concerning the business and affairs of Vale Law, and potentially, of Vale Law
Affiliates (individually or collectively, the “Discloser”) that the Discloser considers confidential
or proprietary, and which the Party receiving the information (the “Recipient”) agrees to treat in
confidence and to protect in accordance with the terms of this NDA.

NOW, THEREFORE, in consideration of their mutual promises contained herein, the Parties
agree as follows:

1 For purposes of this NDA, an Affiliate of a Party is an entity controlling, controlled by, or under common control with, that Party.

1.0 Confidential Information shall mean:

1.1. any and all non-public information, regardless of the form or manner in which it
is disclosed (including orally), relating to (a) the business, operations, products,
systems and/or services of the Discloser or its Affiliates, and/or (b) discussions,
negotiations and/or agreements between the Parties (hereinafter, “Confidential
Information”); and

1.2. (a) all notes, memoranda, and other documentation of Recipient and/or
Recipient’s Affiliates, officers, directors, employees, agents, representatives and
advisors (hereinafter, “Representatives”) relating to, derived from, and/or
incorporating Discloser’s Confidential Information, (b) Confidential Information
disclosed prior to the date of this NDA, and (c) this NDA.

2.0 Excluded Information. As used herein, “Confidential Information” does not include (a)
information which has become publicly available other than through a breach of this
NDA; (b) information lawfully in the possession of the Recipient before its disclosure
under this NDA took place; (c) information obtained from a third party who is free to
disclose it; (d) information independently developed by the Recipient; and (e)
information disclosed by the Recipient with the written consent of the Discloser

3.0 Non-disclosure, Non-use and Non-circumvention of Confidential Information. The
Recipient shall not disclose the Discloser’s Confidential Information to any person or
entity, except for the Recipient’s employees and Representatives with a need to know the
Confidential Information. The Recipient shall not use the Discloser’s Confidential
Information, directly or indirectly, for any purpose other than to evaluate potential
business relationships and/or transactions between the Recipient and the Discloser, as
described herein. In addition, the Recipient agrees to not circumvent the Discloser and
work with business associates, clients and/or other third-party vendors introduced by the
Discloser. It is understood that the Discloser retains ownership of such referral and that
the Recipient not deal directly with said referred person or company without the written
consent of the Discloser.

4.0 Obligations of Recipient of Confidential Information. The Recipient of Confidential
Information shall:

4.1. Use the same degree of care to preserve the secrecy and confidentiality of the
Confidential Information and to avoid the unauthorized disclosure of the
Confidential Information to third parties as it uses with respect to its own
confidential, proprietary or trade secret information, but, not less than a
reasonable degree of care;

4.2. Ensure that all employees or Representatives to whom the Confidential
Information is disclosed under this NDA (a) have a need to know the Confidential
Information, and (b) are aware of the confidentiality requirements and other
obligations contained herein. The Recipient shall be liable to the Discloser for
any failure by the Recipient employees and/or Representatives to comply with the
terms of this NDA;

4.3. To the extent the Recipient is required to disclose Confidential Information by
law or government regulation (including securities laws and/or exchange
regulations) as determined by outside counsel, the recipient shall give Discloser
reasonable notice prior to such disclosure and cooperate (at Discloser’s expense)
to reasonably assist Discloser in obtain a protective order or other suitable
protection (if available); and

4.4. Immediately give notice to Discloser of any unauthorized disclosure of
Confidential Information of which it is aware and assist Discloser in remedying
such unauthorized disclosure.

5.0 No Warranty or Obligation. All Confidential Information is disclosed, “as is” and
without any warranty, express, implied or otherwise regarding its accuracy or
performance. The disclosure of Confidential Information under this NDA does not
oblige either Party to disclose additional Confidential Information or to enter in to any
further agreement with the other Party. The Parties are independent contractors, and no
partnership, joint venture or other relationship is contemplated or created hereby.

6.0 Ownership of Confidential Information. All Confidential Information is and shall
remain the property of Discloser as between the Parties, and no license or any rights
under any patent, registered design, copyright, design right or any intellectual property or
similar right belonging to either Party are implied or granted under this NDA.

7.0 Term of NDA. All restrictions contained in this NDA pertaining to the non-disclosure
and non-use of Confidential Information including the non-circumvention of party to
work with a person introduced by the Discloser shall terminate two (2) years from the
date of this NDA unless otherwise agreed in writing between the Parties.

8.0 Return of Confidential Information. The Recipient of Confidential Information shall
immediately on request of the Discloser (a) return all copies of Confidential Information
received by it to the Discloser, or (b) at Discloser’s option, destroy all such copies. In
addition, and as appropriate, a Recipient must certify such return or such destruction in
writing to the Discloser.

9.0 No Assignment or Transfer of the NDA. Neither Party may assign or transfer any
rights or obligations under this NDA without the prior written consent of the other Party,
except that the Discloser shall have the right to assign this NDA without consent to an
Affiliate.

10.0 Governing Law. This NDA shall be governed in all respects by the laws of the
Commonwealth of Massachusetts. The Parties hereby consent to the exclusive
jurisdiction of a competent court in the Commonwealth of Massachusetts for all disputes
arising under this NDA.

11.0 Damages. Recipient acknowledges that (a) any breach of any of the promises or
agreements herein may result in irreparable and continuing damage to Discloser for
which there will be no adequate remedy at law, and (b) in the event of breach, Discloser
shall be entitled to seek injunctive relief and/or a decree for specific performance, and
such other relief as may be proper (including monetary damages if appropriate).

12.0 Limitation of Impairment of NDA. Should any provision of this NDA be held by a
court of law to be illegal, invalid or unenforceable, the remaining provisions of this NDA
shall not be affected or impaired thereby.

13.0 Limitation of Waiver of Breach of NDA. The waiver by Discloser of a breach of any
provision of this NDA by Recipient shall not operate or be construed as a waiver of any
other or subsequent breach by Recipient.

14.0 Entirety of NDA. This NDA constitutes the entire agreement of the Parties with respect
to the subject matter hereof, supersedes any and all other agreements between them
concerning Confidential Information, and can only be amended in writing, signed by both
Parties.


Other Terms and Notices May Apply
Additional terms and conditions will apply to business transactions conducted or any promotions
run by Vale Law via this Website. Additional terms will govern any bulletin board services, chat
areas and or other message or communication facilities offered via this Website. Nothing
contained in these Terms and Conditions are intended to modify or amend any agreement
currently in effect between you and Vale Law, to the extent that one exists with similar terms and
conditions. Although these terms of use are intended to apply generally to all content located
under www.aqvlaw.com, this Website may contain other proprietary notices and conditions of
use, the terms of which must also be observed and followed as they apply to the particular
portions of this Website for which they are intended. Certain portions of this Website may be
intended for audiences in specific countries as indicated by specific country references in the
website page header information. Terms of use for country specific website pages may vary and
can be accessed from the Vale Law website for that specific country. Vale Law may revoke or
modify any of the rights stated in these Terms and Conditions of Use at any time by updating this
notice.

Other Intellectual Property Rights
Please note that any product, process or technology described in the materials on this Website
may be the subject of other intellectual property rights reserved by Vale Law and are not licensed
hereunder. Vale Law, the Vale Law logo, and most other brand names in this Website are the
worldwide trademarks or registered trademarks of Vale Law. Trademarks of other parties are
identified wherever possible and Vale Law acknowledges their rights.

U.S. Government Users
Use, duplication, or disclosure by the United States Government is subject to the restrictions set
forth in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19 and any other successor regulations
that may be applicable.

Indemnification
You hereby agree to defend, indemnify, and hold harmless Vale Law and its business partners,
third-party suppliers and providers, licensors, officers, directors, employees, distributors and
agents against any damages, losses, liabilities, settlements, and expenses (including without
limitation, costs and reasonable attorneys' fees) in connection with any claim or action that (a)
arises from any alleged breach of this Agreement, or (b) otherwise arises from or relates to your
use of the Vale Law Website. In addition, you acknowledge and agree that Vale Law has the
right to seek damages when you use Vale Law and/or the information provided in this Website
for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of
this Agreement, and that such damages may include, without limitation, direct, indirect, special,
incidental, cover, reliance, and/or consequential damages.

Disclaimers
THE INFORMATION CONTAINED IN THIS WEBSITE IS PROVIDED TO YOU "AS IS,"
FOR YOUR INTERNAL INFORMATIONAL PURPOSES ONLY, WITHOUT ANY
REPRESENTATION OR WARRANTY OF ACCURACY OR COMPLETENESS OF
INFORMATION OR OTHER WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED
WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT WILL VALE LAW BE LIABLE TO
ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES FOR USE OF THIS WEBSITE OR RELIANCE UPON ANY
INFORMATION OR MATERIAL ACCESSED VIA IT OR ANY OTHER HYPERLINKED
WEBSITE INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM LOSS OF
PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF VALE LAW IS
EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES, TO THE
FULLEST EXTENT ALLOWABLE BY LAW. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES AND REPRESENTATIONS, SO THE
ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

The material on this Website could contain technical inaccuracies or typographical errors, and
information will be changed, updated and deleted without notice. Vale Law may make
improvements and/or changes in the products and/or the programs described in this material at
any time. Vale Law makes no warranties that this Website will operate uninterrupted or error
free or that defects will be corrected. Vale Law does not warrant that this Website is compatible
with your computer equipment or that this Website or its server is free of errors or viruses,
worms or "Trojan horses" and Vale Law is not liable for any damage you may suffer as a result
of such destructive features.

Additionally, Vale Law makes no representations or warranties whatsoever about any other
Website which you may choose to access through this Website. Links provided by Vale Law to
such Websites are provided solely for your convenience and should not be deemed to imply that
Vale Law endorses those Websites or any content therein.

Submitting information to Vale Law
Please see our Internet Privacy Policy for general information. The terms of conditions of the
Vale Law Internet Privacy Policy is incorporated into this agreement by reference as if those
terms and conditions were fully stated herein. Vale Law does not want to receive confidential or
proprietary information from you through this Website unless you have another written
agreement with Vale Law related to the sharing of such information. Any information that Vale
Law receives through its Website, other than your personally identifiable information covered by
Vale Law’s Privacy Policy, will be deemed to be NON-CONFIDENTIAL. BY
TRANSMITTING TO VALE LAW INFORMATION VIA THIS WEBSITE OR OTHERWISE
THROUGH ELECTRONIC MEANS WITHOUT A WRITTEN AGREEMENT WITH VALE
LAW RELATING TO YOUR SUBMISSION, YOU UNDERSTAND AND AGREE THAT
VALE LAW MAY USE THAT INFORMATION FOR ANY PURPOSE WHATSOEVER
WITHOUT OBLIGATION TO YOU.

If you would like to receive information on how to submit
an idea to Vale Law please click on "Contact Us”.

Click Here To Return To The Registration Page!

This Policy was last revised on November 1, 2012.

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