Last Updated: September 18, 2015
The Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute. The foregoing does not apply if you reside in the UK or elsewhere in the EU.
1. No Legal or Tax Advice. The Cooley GO Site is an online legal portal that provides users with legal information and access to certain self-help, “fill in the blank” forms (the “Forms“). The Cooley GO Site is not intended to constitute specific legal, tax and/or accounting advice or to be a substitute for advice from qualified counsel and other tax or accounting professionals. Any opinions expressed on the Cooley GO Site are the opinions of the particular author and may not reflect the opinions of Cooley or any individual attorney. Without limiting the foregoing, the Cooley GO Site may not reflect recent developments in the law, may not be complete, and may not be accurate in or applicable to your jurisdiction. Because the Cooley GO Site is general in nature and may not pertain to your specific circumstances, you should not act or refrain from acting based on any Cooley GO Materials without first obtaining advice from professional counsel qualified in the applicable subject matter and jurisdiction.
2. No Attorney-Client Relationship. Cooley has a policy of entering into attorney-client relationships with its clients only in accordance with certain procedures which include executing an engagement letter and addressing professional responsibility conflicts as required by the Bar Associations of the states in which Cooley maintains offices in the US, and the Solicitors Regulation Authority (SRA) in the UK. You agree that your access and use of the Cooley GO Site, or your transmission of e-mails to addresses on the Cooley GO Site, does not create an attorney-client relationship between you and Cooley. You should not send us any confidential information in connection with your use of the Cooley GO Site. Such responses will not create an attorney-client relationship, and whatever you disclose to us will not be privileged or confidential unless we have agreed to act as your legal counsel and you have executed an engagement letter with us.
3. Other Matters of Professional Responsibility.
3.1 No Advertising or Solicitation. The Cooley GO Site is not intended to be an advertisement or solicitation, but may be deemed an ADVERTISEMENT in certain jurisdictions. Under New York State Lawyer’s Code of Professional Responsibility, the content of the Cooley GO Site might contain advertising. Prior results do not guarantee a similar outcome. Each representation has unique facts and circumstances that may impact results.
3.2 Sensitive Communications. You agree that e-mails sent by you to Cooley will not be treated as confidential or invoke an attorney-client privilege; provided, however, that if you are an existing client of Cooley and you send an e-mail to Cooley pertaining to a matter in which Cooley then represents you, such e-mail may be entitled to be treated as confidential or privileged. Notwithstanding the foregoing, you acknowledge that e-mail and the Internet are generally insecure media of communication, and Cooley cannot guarantee the confidentiality of any e-mail sent to or received by it or any information submitted by you to Cooley through the Cooley GO Site.
3.3 Principal Office, Responsible Attorney. Cooley has offices in a number of locations, and no individual Cooley attorney is admitted to practice in all locations where we have an office. Please consult the attorney biographies on the Cooley GO Site to determine the particular jurisdictions in which individual Cooley attorneys are licensed to practice. If the State Bar Rules in your jurisdiction require us to designate a principal office and/or a single attorney responsible for the Cooley GO Site, Cooley designates its Palo Alto, California office as its principal office and designates Craig Jacoby as the person responsible for the Cooley GO Site.
4. Ownership. You acknowledge that the Cooley GO Site is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media and technologies now existing or hereafter developed. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Cooley GO Site. You are granted a limited, non-sublicensable license to access and use the Cooley GO Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the Cooley GO Materials for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (1) any resale or commercial use of the Cooley GO Site; (2) the distribution, public performance or public display of all or any portion of the Cooley GO Site; (3) modifying or otherwise making any derivative uses of the Cooley GO Site; (4) use of any data mining, robots or similar data gathering or extraction methods; (5) downloading (other than the page caching) of any portion of the Cooley GO Site, except as expressly permitted on the Cooley GO Site; (6) making any portion of the Cooley GO Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (7) using any automatic or manual process to harvest information from the Cooley GO Site; or (8) any use of the Cooley GO Site for other than its intended purpose. Unless expressly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
4.1 Use of Legal Forms. You understand that download and/or use of a Form is neither legal nor tax advice nor does it constitute the practice of law, and that each Form and any applicable instruction or guidance is not customized to your particular needs.
4.2 License to Use. Cooley grants you a limited, personal, non-exclusive, non-transferable license to use our Forms for your own personal internal business use. Except as otherwise provided and to the extent permitted under applicable law, you acknowledge and agree that you have no right to modify edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Forms in any manner, except for modifications in filling out the Forms for your authorized use. You shall not remove any copyright notice from any Form.
4.3 Resale of Forms Prohibited. By downloading Forms, you agree that the Forms you download may only be used by you for your personal or business use and may not be sold or redistributed without the express written consent of Cooley.
4.4 Linking and Framing. We prohibit the use of any links to the Cooley GO Site from any other websites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of the Cooley GO Site with any other website without our prior written permission.
5. Limited Permission to Download. Cooley hereby grants you permission to download, view, copy and print the Cooley GO Materials solely for your personal, informational, non-commercial use, provided that (1) where provided, the copyright and trademark notices appearing on any Cooley GO Materials not be altered or removed, (2) the Cooley GO Materials are not used on any other website or in a networked computer environment, and (3) the Cooley GO Materials are not modified in any way, except for authorized editing or downloadable forms for personal use. This permission terminates automatically without notice if you breach any of the provisions of these Terms. Any unauthorized use of the Cooley GO Site may violate copyright laws, trademark laws, laws of privacy and publicity and communications regulations and statutes. Cooley does not grant you any rights in its trademarks.
6. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF THE COOLEY GO SITE, INCLUDING THE FORMS, IS AT YOUR SOLE RISK, AND THE COOLEY GO SITE, INCLUDING THE FORMS, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COOLEY AND ITS PARTNERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “COOLEY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO THE COOLEY GO SITE, INCLUDING THE FORMS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABIILTY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Forms may be inappropriate for your particular circumstances. Furthermore, state laws or national 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 Forms are only samples and may not be applicable to a particular situation.
7. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ANY OF THE COOLEY PARTIES BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS WHETHER DIRECT OR INDIRECT OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE COOLEY GO SITE WHETHER OR NOT COOLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF THE COOLEY PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE COOLEY GO SITE SHALL NOT EXCEED $100 (USD), AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST THE COOLEY PARTIES.
8. Indemnification. You agree to make the Cooley Parties whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Cooley GO Site or any violation of these Terms.
9. Responsibility for User Content.
9.1 Types of Content. You acknowledge that you, and not Cooley, are entirely responsible for all information, data text, messages and/or other materials (“Content“) that you upload, post, e-mail, transmit or otherwise make available (“Make Available“) through the Cooley GO Site (“Your Content“), and other users of the Cooley GO Site, and not Cooley, are similarly responsible for all Content they Make Available through the Cooley GO Site.
9.2 No Obligation to Pre-Screen Content. You acknowledge that Cooley has no obligation to pre-screen Content (including but not limited to Your Content and other Content uploaded, posted, transmitted or otherwise made available by third parties on the Cooley GO Site), although Cooley reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text or voice communications. In the event that Cooley pre-screens, refuses or removes any Content, you acknowledge that Cooley will do so for Cooley’s benefit, not yours. Without limiting the foregoing, Cooley shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
9.3 Storage. Cooley has no obligation to store any of Your Content that you Make Available on the Cooley GO Site. Cooley has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage or transmission of other communications originating with or involving use of the Cooley GO Site.
10. Acceptable Use Policy. As a condition of use, you agree not to use the Cooley GO Site for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party to) (1) take any action or (2) Make Available any Content on or through the Cooley GO Site that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without Cooley’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of Cooley; (f) interferes with, or attempts to interfere with, the proper functioning of the Cooley GO Site or uses the Cooley GO Site in any way not expressly permitted by the Terms; or (g) attempts to engage in, or engages in, any potentially harmful acts that are directed against the Cooley GO Site, including but not limited to violating or attempting to violate any security features of the Cooley GO Site, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Cooley GO Site, introducing viruses, worms, or similar harmful code into the Cooley GO Site, or interfering or attempting to interfere with use of the Cooley GO Site by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Cooley GO Site.
11. Dispute Resolution.
11.1 Arbitration. Any claim or dispute (including whether the claims asserted are arbitrable but excluding claims for injunctive or other equitable relief as set forth below) arising out of or related to this Agreement or your use of the Cooley GO Materials shall be referred to and finally determined by binding and confidential arbitration in accordance with sections 11.1 to 11.4 of these Terms. If you reside in the UK (or elsewhere in the EU) these sections 11.1 to 11.4 do not apply; please refer instead to section 11.5. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA“). As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules. Notwithstanding the foregoing, Cooley may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
11.2 Rules. You and Cooley must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR COOLEY MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Cooley will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) Cooley also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
11.3 Proceedings and Award. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 7 of the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
Notwithstanding the foregoing, either you or Cooley may bring an individual action in small claims court. Such claims shall be exclusively brought in the state or federal courts located in Santa Clara County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Santa Clara County, California, in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within Santa Clara County, California, for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
11.4 With the exception of subsections 11.2(1) and 11.2(2) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subsection 11.2(1) or 11.2(2) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Cooley shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Santa Clara County, California. By using the Cooley GO Site in any manner, you agree to the above arbitration provision.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
11.5 Dispute Resolution: Users in the UK or elsewhere in the EU. If you reside in the UK (or elsewhere in the EU) any claim or dispute arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of England and Wales.
11.6 Governing Law. The Terms, and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. If you reside in the UK (or elsewhere in the EU), the Terms and any dispute or claim arising out of or in connection with them or their subject matter of formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
12.1 Termination. Notwithstanding any of these Terms, Cooley reserves the right, without notice and in its sole discretion, to terminate your license to use the Cooley GO Site, and to block or prevent your future access to the Cooley GO Site.
12.2 Submissions. You acknowledge and agree that any questions, comments, suggestions, feedback, ideas or other information or materials regarding the Cooley GO Site (but excluding any client information) (the “Feedback“) that is provided by you in the form of e-mail or other submissions to Cooley, or any postings on the Cooley GO Site, are (as between you and Cooley) non-confidential and shall become the sole property of Cooley. Cooley shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
12.3 IRS Circular 230. Any discussion of U.S. tax matters contained herein (including any Cooley GO Materials available at the Site) is not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party any transaction or other matter. The foregoing language is intended to satisfy the requirements under the regulations in Section 10.35 of Circular 230.
12.5 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12.6 Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
12.7 Export Control. You may not access, download, use or export the Cooley GO Site in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You acknowledge and agree that the Cooley GO Materials are subject to the United States Export Administration Laws and Regulations and agree that none of the Cooley GO Materials or any direct product therefrom is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for any prohibited purpose.
12.8 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.