Terms of Use Agreement
Welcome to our Web site. By using our site, you are agreeing
to comply with and be bound by the following terms of use. Please
review the following terms carefully. If you do not agree to
these terms, you should not use this site. The term "Orrick,
Herrington & Sutcliffe LLP," "Orrick,"
"OHS," "us," "we" or "our"
refers to Orrick, Herrington & Sutcliffe LLP. The term "you"
refers to the user or viewer of our Web site.
- Acceptance of Agreement.
You agree to the terms and conditions set forth in this Terms
of Use Agreement ("Agreement") with respect to
our site (the "Site"). This Agreement constitutes
the entire and only agreement between us and you, and supersedes
all prior or contemporaneous agreements, representations,
warranties and understandings with respect to the Site and
the subject matter of this Agreement. This Agreement may be
amended at any time by us from time to time without specific
notice to you. The latest version of the Agreement will be
posted on the Site, and you should review this Agreement prior
to using the Site.
- Copyright.
The content, organization, graphics, design, compilation,
magnetic translation, digital conversion and other matters
related to the Site are protected under applicable copyrights,
trademarks and other proprietary (including but not limited
to intellectual property) rights. The copying, redistribution,
use or publication by you of any such matters or any part
of the Site, except as allowed by Section 3 below, is strictly
prohibited. You do not acquire ownership rights to any article,
document or other materials viewed through the Site. The posting
of information or materials on the Site does not constitute
a waiver of any right in such information and materials. Some
of the content on the Site may be the copyrighted work of
third parties.
- Limited License; Permitted Uses.
You are granted a non-exclusive, non-transferable, revocable
license (a) to access and use the Site solely in accordance
with this Agreement; (b) to use the Site solely for internal,
personal, non-commercial purposes; and (c) to print out discrete
information from the Site solely for internal, personal, non-commercial
purposes and provided that you maintain all copyright and
other policies contained therein. No print out or electronic
version of any part of the Site or its contents may be used
by you in any litigation or arbitration matter whatsoever
under any circumstances.
- Restrictions and Prohibitions on Use.
Your license for access and use of the Site and any information,
materials or documents (collectively defined as "Content
and Materials") therein are subject to the following
restrictions and prohibitions on use: You may not (a) copy,
print (except for the express limited purpose permitted by
Section 3 above), republish, display, distribute, transmit,
sell, rent, lease, loan or otherwise make available in any
form or by any means all or any portion of the Site or any
Content and Materials retrieved therefrom; (b) use the Site
or any materials obtained from the Site to develop, of as
a component of, any information, storage and retrieval system,
database, information base, or similar resource (in any media
now existing or hereafter developed), that is offered for
commercial distribution of any kind, including through sale,
license, lease, rental, subscription, or any other commercial
distribution mechanism; (c) create compilations or derivative
works of any Content and Materials from the Site; (d) use
any Content and Materials from the Site in any manner that
may infringe any copyright, intellectual property right, proprietary
right, or property right of us or any third parties; (e) remove,
change or obscure any copyright notice or other proprietary
notice or terms of use contained in the Site; (f) make any
portion of the Site available through any timesharing system,
service bureau, the Internet or any other technology now existing
or developed in the future; (g) remove, decompile, disassemble
or reverse engineer any Site software or use any network monitoring
or discovery software to determine the Site architecture;
(h) use any automatic or manual process to harvest information
from the Site; (i) use the Site for the purpose of gathering
information for or transmitting (1) unsolicited commercial
email; (2) email that makes use of headers, invalid or nonexistent
domain names, or other means of deceptive addressing; and
(3) unsolicited telephone calls or facsimile transmissions;
(j) use the Site in a manner that violates any state or federal
law regulating email, facsimile transmissions or telephone
solicitations; and (k) export or re-export the Site or any
portion thereof, or any software available on or through the
Site, in violation of the export control laws or regulations
of the United States.
- No Legal Advice or Attorney-Client Relationship.
Information contained on or made available through the Site
is not intended to and does not constitute legal advice, recommendations,
mediation or counseling under any circumstance. The Site and
your use thereof does not create an attorney-client relationship.
We do not warrant or guarantee the accurateness, completeness,
adequacy or currency of the information contained in or linked
to the Site. Your use of information on the Site or materials
linked to the Site is entirely at your own risk. You should
not act or rely on any information on the Site without seeking
the advice of a competent attorney licensed to practice in
your jurisdiction for your particular problem. The information
contained herein does not necessarily reflect the opinions
of our clients.
- Forms, Agreements & Documents
We may make available through the Site sample forms, checklists,
business documents and legal documents (collectively, "Documents").
All Documents are provided on a non-exclusive license basis
only for your personal one-time use for non-commercial purposes,
without any right to re-license, sublicense, distribute, assign
or transfer such license. Documents are provided without any
representations or warranties, express or implied, as to their
suitability, legal effect, completeness, currentness, accuracy,
and/or appropriateness. THE DOCUMENTS ARE PROVIDED "AS
IS", "AS AVAILABLE", AND WITH "ALL
FAULTS", AND WE AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM
ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The
Documents may be inappropriate for your particular circumstances.
Furthermore, state laws may require different or additional
provisions to ensure the desired result. You should consult
with legal counsel to determine the appropriate legal or business
documents necessary for your particular transactions, as the
Documents are only samples and may not be applicable to a
particular situation.
- Linking to the Site.
You may provide links to the Site, provided (a) that you do
not remove or obscure, by framing or otherwise, the copyright
notice or other notices on the Site, (b) your site does not
engage in illegal or pornographic activities, and (c) you
discontinue providing links to the Site immediately upon request
by us.
- Certain Confidentiality Issues.
Choosing an attorney is a serious matter and should not be
based solely on information contained on the Site or in advertisements
and may not be accomplished by sending us confidential information
related to you and/or your company unless we have expressly
authorized the submission of such information by written authorization.
You may send us e-mail. However, if you communicate with us
in connection with a matter for which we do not already represent
you, you should not send us confidential or sensitive information
via e-mail because your communication will not be treated
as privileged or confidential. If you communicate with us
by e-mail in connection with a matter for which we already
represent you, you should note that the security of Internet
e-mail is uncertain. By sending sensitive or confidential
e-mail messages which are not encrypted, you accept the risks
of such uncertainty and possible lack of confidentiality over
the Internet.
- Designation.
To the extent the Bar Rules in your jurisdiction require us
to designate a single attorney responsible for this site,
we designate Tom Coleman, email: tcoleman@orrick.com.
- Use In Other Jurisdictions.
We practice law only in jurisdictions in which we are properly
authorized to do so. We do not seek to represent anyone in
any jurisdiction where the Site does not comply or is in any
way inconsistent with the rules governing communication of
legal services in a particular state. We are unwilling to
assume the representation of clients from those states where
the materials do not comply with State Bar requirements and
where the client is generated as a result of that communication.
- Statement In Compliance With Certain Rules Of Professional
Conduct.
Unless otherwise specified, the attorneys listed on the Site
are not certified by the Texas Board of Legal Specialization
and are not certified as a specialist in any practice area
by the Tennessee Commission on the Continuing Legal Education
and Specialization.
- Errors, Corrections and Changes.
We do not represent or warrant that the Site will be error-free,
free of viruses or other harmful components, or that defects
will be corrected. We do not represent or warrant that the
information available on or through the Site will be correct,
accurate, timely or otherwise reliable. The law is constantly
changing and the information may not be complete or accurate
depending on your particular legal issue. Each legal issue
depends on its individual facts and different jurisdictions
have different laws and regulations. We may make changes to
the features, functionality or content of the Site at any
time. We reserve the right in our sole discretion to edit
or delete any documents, information or other content appearing
on the Site.
- Third Party Content.
Third party content may appear on the Site or may be accessible
via links from the Site. We are not responsible for and assume
no liability for any third party content. You understand that
the information and opinions in the third party content represent
solely the thoughts of the author and is neither endorsed
by nor does it necessarily reflect our belief.
- Unlawful Activity.
We reserve the right to investigate complaints or reported
violations of this Agreement and to take any action we deem
appropriate, including but not limited to reporting any suspected
unlawful activity to law enforcement officials, regulators,
or other third parties and disclosing any information necessary
or appropriate to such persons or entities relating to your
profile, email addresses, usage history, IP addresses and
traffic information.
- Indemnification.
You agree to indemnify, defend and hold us and our partners,
associates, agents, attorneys, employees, subcontractors,
successors, assigns, and affiliates (collectively, "Affiliated
Parties") harmless from any liability, loss, claim and
expense related to your violation of this Agreement or use
of the Site.
- Disclaimer.
THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE
SITE ARE PROVIDED "AS-IS," "AS AVAILABLE,"
WITH "ALL FAULTS", AND ALL WARRANTIES, EXPRESS
OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE
DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SITE
MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE
AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER, EXCEPT
AS PROVIDED IN SECTION 17(b). IN PARTICULAR, BUT NOT AS A
LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS,
LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT,
BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY
OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE
FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US
AND YOU. THIS SITE AND THE INFORMATION PRESENTED WOULD NOT
BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE
SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION
OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY
VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A
FORM OR DOCUMENT IS DISCLAIMED.
- Limitation of Liability
(a) We and any Affiliated Party shall not
be liable for any loss, injury, claim, liability, or damage
of any kind resulting in any way from (i) any errors in or
omissions from the Site or information obtained, (ii) the
unavailability or interruption of the Site or any features
thereof, (iii) your use of the Site, (iv) the content contained
on the Site, or (v) any delay or failure in performance beyond
the control of an Affiliated Party.
(b) THE AGGREGATE LIABILITY OF US AND THE
AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT
OF OR RELATING TO THE SITE SHALL NOT EXCEED $100 AND THAT
AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY
HAVE AGAINST US AND ANY AFFILIATED PARTY.
- Use of Information/Privacy Policy.
We reserve the right, and you authorize us, to the use and
assignment of all information regarding Site uses by you and
all information provided by you in any manner consistent with
our Privacy Policy. Our Privacy
Policy, as it may change from time to time, is a part
of this Agreement. You may review this Privacy
Policy by clicking on this
link.
- Links to other Web Sites.
The Site contains links to other Web sites. We are not responsible
for the content, accuracy or opinions express in such Web
sites, and such Web sites are not investigated, monitored
or checked for accuracy or completeness by us. Inclusion of
any linked Web site on our Site does not imply approval or
endorsement of the linked Web site by us. If you decide to
leave our Site and access these third-party sites, you do
so at your own risk.
- Copyrights and Copyright Agents.
We respect the intellectual property of others, and we ask
you to do the same. If you believe that your work has been
copied in a way that constitutes copyright infringement, please
provide our Copyright Agent the following information:
a. An electronic or physical signature of
the person authorized to act on behalf of the owner of the
copyright interest;
b. A description of the copyrighted work
that you claim has been infringed;
c. A description of where the material that
you claim is infringing is located on the Site;
d. Your 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 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. Our Copyright Agent
for Notice of claims of copyright infringement on the Site
can be reached by directing an e-mail to the Copyright Agent
at tcoleman@orrick.com.
- Legal Compliance.
You agree to comply with all applicable domestic and international
laws, statutes, ordinances and regulations regarding your
use of the Site and the Content and Materials provided therein.
- Miscellaneous.
This Agreement shall be treated as though it were executed
and performed in San Francisco, California, and shall be governed
by and construed in accordance with the laws of the State
of California (without regard to conflict of law principles).
Any cause of action by you with respect to the Site must be
instituted within one (1) year after the cause of action arose
or be forever waived and barred. All actions shall be subject
to the limitations set forth in Section 16 and Section 17.
The language in this Agreement shall be interpreted as to
its fair meaning and not strictly for or against any party.
Any rule of construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply
in interpreting this Agreement. The headings in this Agreement
are included for convenience only and shall neither affect
the construction or interpretation of any provision of this
Agreement nor affect any of the rights or obligations of the
parties to this Agreement. Should any part of this Agreement
be held invalid or unenforceable, that portion shall be construed
as much as possibly consistent with applicable law and the
remaining portions shall remain in full force and effect.
To the extent that anything in or associated with the Site
is in conflict or inconsistent with this Agreement, this Agreement
shall take precedence. Our failure to enforce any provision
of this Agreement shall not be deemed a waiver of such provision
nor of the right to enforce such provision. Our rights under
this Agreement shall survive any termination of this Agreement.
- Arbitration.
Any legal controversy or legal claim arising out of or relating
to this Agreement or the Site (excluding legal action taken
by us or you to collect or recover damages for, or obtain
any injunction relating to, intellectual property ownership
or infringement), shall be settled solely by confidential
binding arbitration in accordance with the commercial arbitration
rules of JAMS. 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 San Francisco, California.
Each party shall bear one-half of the arbitration fees and
costs incurred through JAMS, and each party shall bear its
own attorneys’ fees.
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