PH IGNITE TERMS AND CONDITIONS OF USE DATED JUNE 29, 2018

  • 1. Introduction

    Welcome to PH Ignite, a website offered by Paul Hastings LLP ( “Paul Hastings”) and dedicated to providing emerging growth companies with sample agreements, articles, and other content that can help address common business and legal questions ( “PH Ignite”). All agreements, articles, content, materials, and other information provided or otherwise made available through the use of PH Ignite, including documents generated by PH Ignite based on information provided by you, are collectively referred to herein as the “PH Ignite Content”. Access to and use of PH Ignite and PH Ignite Content are subject to these PH Ignite Terms and Conditions of Use, the Paul Hastings Terms and Conditions, and Paul Hastings’ Privacy Policy (the “Privacy Policy”). These PH Ignite Terms and Conditions of Use, the Paul Hastings Terms and Conditions, and the Privacy Policy are collectively referred to herein as the “Terms and Conditions”. By accessing PH Ignite or otherwise viewing PH Ignite Content, you indicate that you have read and understand the Terms and Conditions and agree to be bound by them.

    These Terms and Conditions are in addition to any other agreement you may have with Paul Hastings, including any engagement letter you may have entered into with Paul Hastings. In the event of any conflict between a provision of the Terms and Conditions and a provision in any other agreement you may have with Paul Hastings, the provision in the Terms and Conditions shall govern your use of PH Ignite and PH Ignite Content, and the provision in such other agreement shall govern all other matters.

    If you breach any of the Terms and Conditions, your and your company’s authorization to use PH Ignite and PH Ignite Content will automatically terminate.

  • 2. No attorney advertising or solicitation

    PH Ignite is not intended as advertising or solicitation, though portions of PH Ignite may contain attorney advertising under New York Lawyer's Code of Professional Responsibility or the applicable rules of other jurisdictions. Statements about prior results do not guarantee a similar outcome. Each representation has unique facts and circumstances that may impact results. Some photos on PH Ignite are of actors and not of clients or firm personnel.

  • 3. Licensing Status

    Paul Hastings attorneys only practice in jurisdictions in which they hold licensure or otherwise are authorized by law to do so. Unless otherwise specified, the attorneys listed in PH Ignite are not certified by any professional or governmental agency or authority. Unless otherwise specified, the attorneys listed in PH Ignite 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 Continuing Legal Education and Specialization. If you have any questions concerning our firm, please contact us via the “CONTACT US” link on our home page.

  • 4. No legal or tax advice or attorney client-relationship

    PH Ignite and PH Ignite Content are provided solely for informational purposes, and are not intended to be a substitute for, and should not be construed as, professional legal or tax advice. You should not (and may not) rely upon or construe PH Ignite or PH Ignite Content as legal or tax advice, and it is not a substitute for obtaining legal or tax advice about a specific question from legal counsel licensed in your state or jurisdiction.

    Neither your use of PH Ignite or PH Ignite Content, nor your submission of an email to Paul Hastings or to any Paul Hastings attorney or other communication through PH Ignite (including uploading any of Your Content (as defined in Section 5.1 below) to PH Ignite), creates any attorney-client or other privileged or confidential relationship with Paul Hastings.

    1' In the event of any conflict between a provision of the Paul Hastings Terms and Conditions and a provision of the PH Ignite Terms and Conditions of Use, the provision in the PH Ignite Terms and Conditions of Use shall govern your use of PH Ignite and PH Ignite Content.

    Unless you have an existing documented attorney-client relationship with Paul Hastings: (i) we are not obliged to keep confidential any information you may send to us (including any of Your Content) through your use of PH Ignite and no attorney-client privilege will apply to any such information; and (ii) we have the right to review, use or disclose without restriction any information (including Your Content) that has been submitted to Paul Hastings or its attorneys through your use of PH Ignite, including but not limited to as necessary to satisfy any laws, regulations or government requests, to report any potential violations of law to law enforcement authorities.

    Accordingly, do not disclose any information to us that you wish to remain private or confidential unless you have been authorized to do so by a Paul Hastings attorney. If you intend to send any confidential information to Paul Hastings (whether via email or by posting any of Your Content to PH Ignite), you should speak first with one of our attorneys and obtain authorization to do so.

    IF YOU ARE A CLIENT OF PAUL HASTINGS YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF PH IGNITE AND PH IGNITE CONTENT ARE FOR YOUR CONVENIENCE ONLY AND ARE PROVIDED FREE OF CHARGE, AND THAT NO PORTION OF ANY LEGAL FEES OR CHARGES PAID TO PAUL HASTINGS IS IN EXCHANGE FOR YOUR ACCESS TO OR USE OF PH IGNITE OR ANY PH IGNITE CONTENT.

  • 5. content that you upload or otherwise transmit to paul hastings

    5.1 Your Content, Representation and Indemnity. Certain features or functionalities of PH Ignite, such as PH Ignite’s document and forms generator, may require you to provide information to PH Ignite and/or Paul Hastings. You are wholly responsible for all such information, and for any other material, data, content or other information that you upload or otherwise transmit to PH Ignite (“Your Content”), regardless of the form of such materials. It is illegal to reproduce or distribute copyrighted materials without the permission of the copyright owners or to use trademarks without the permission of the trademark owners. You are responsible for assuring that none of Your Content that you transmit to PH Ignite violates any intellectual property right and that Your Content complies with Section 5.2 below. Before transmitting Your Content to PH Ignite, you should assure that Your Content is your proprietary information, is in the public domain and therefore not subject to copyright protection, or that you have the consent of the copyright or trademark owner to use the material. By uploading or otherwise making Your Content available to us or PH Ignite: (i) you grant us an irrevocable, perpetual, worldwide, transferable, fully-paid, royalty free and non-exclusive license to use, adapt, modify, create derivative works of, transmit, transfer, distribute, store, copy, perform, and display Your Content in connection with our operation of PH Ignite, the generation of PH Ignite Content, and otherwise as we may see fit without any restriction; and (ii) you represent and warrant to us that Your Content is in the public domain, or that you have all right, title and interest in and to Your Content (including all intellectual property rights therein), or that you have the express permission to copy, use, and provide to us Your Content for all purposes. You further represent that the Your Content does not violate or infringe upon the intellectual property rights (including privacy, moral or publicity rights) of others.

    5.2 Your Content Policy and Acknowledgement; Compliance with Law.You may not upload or otherwise make available to us or PH Ignite any of Your Content that (i) infringes any copyright, trademark, right of privacy, right of publicity, or any other right of a third party; or (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or offensive to the community or to any reasonable segment thereof. (Content of the type described in clauses (i) and (ii) is referred to, collectively, as “Inappropriate Content”). Your Content that you submit is governed by applicable laws (including laws which prohibit infringement of copyrights and trademarks, obscenity, pornography, child pornography, or child abuse). We have no obligation to monitor any of Your Content. We reserve the right at all times to refuse to post or transmit any of Your Content and to remove any of Your Content that is, in our sole judgment and discretion, objectionable or in violation of the Terms and Conditions.

  • 6. PH ignite content, updates and modifications

    PH Ignite Content has been developed for companies incorporated, or intended to be incorporated, in Delaware. However, Paul Hastings makes no representation that PH Ignite Content is appropriate or available for use in any specific state or jurisdiction. PH Ignite Content may not reflect current legal developments and is general in nature, and therefore necessarily has not been prepared with your specific circumstances in mind and may not be suitable for your particular business or purposes. Those who choose to access and use PH Ignite and PH Ignite Content do so on their own initiative and at their own risk, and are responsible for compliance with all applicable laws and regulations (whether local, state, or national).

    PH Ignite, PH Ignite Content, and the Terms and Conditions may be modified at any time without notice, and those modifications shall be effective immediately upon posting on PH Ignite. Your continued access or use of PH Ignite or PH Ignite Content after modifications to the Terms and Conditions have become effective shall be deemed your conclusive acceptance of the modified Terms and Conditions.

  • 7. No Warranties

    Your use of PH Ignite is at your own risk. We make no guarantee that any PH Ignite Content is up-to-date, accurate or complete, and you should not rely on it in making any decision, taking any action or refraining from taking any action. It is possible PH Ignite Content may include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to PH Ignite Content by third parties. For more specific, comprehensive and up-to-date information, or for help with particular factual situations, you should seek the opinion of legal counsel licensed in your state or jurisdiction.

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES (INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT) ARE EXPRESSLY DISCLAIMED. PH IGNITE AND ALL PH IGNITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. PAUL HASTINGS AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY OR AVAILABILITY OF PH IGNITE OR PH IGNITE CONTENT. THE FOREGOING DISCLAIMER INCLUDES, WITHOUT LIMITATION, A DISCLAIMER OF ANY WARRANTY OR REPRESENTATION THAT PH IGNITE WILL BE UNINTERRUPTED, RELIABLE, SECURE OR ERROR-FREE, THAT PH IGNITE, PH IGNITE CONTENT, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT PH IGNITE OR PH IGNITE CONTENT WILL OTHERWISE MEET YOUR EXPECTATIONS. YOU ACKNOWLEDGE THAT SECURITY SAFEGUARDS, BY THEIR NATURE, ARE CAPABLE OF CIRCUMVENTION AND PAUL HASTINGS AND ITS SUPPLIERS DO NOT AND CANNOT GUARANTEE THAT YOUR CONTENT OR COMMUNICATIONS MADE TO PH IGNITE CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS CAPABLE OF OVERCOMING SUCH SAFEGUARDS.

  • 8. Limitations on liability

    PAUL HASTINGS AND ITS LICENSORS AND SUPPLIERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES RESULTING FROM LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION ARISING FROM YOUR USE OF (OR INABILITY TO USE) PH IGNITE OR PH IGNITE CONTENT, HOWEVER ARISING, EVEN IF PAUL HASTINGS OR ITS REPRESENTATIVES, LICENSORS, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PAUL HASTINGS’ CUMULATIVE LIABILITY TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF PH IGNITE OR PH IGNITE CONTENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED ONE HUNDRED U.S. DOLLARS ($100).

    YOUR SOLE REMEDY FOR DISSATISFACTION WITH PH IGNITE OR PH IGNITE CONTENT IS TO STOP USING PH IGNITE AND/OR PH IGNITE CONTENT.

  • 9. Intellectual property rights

    9.1 Proprietary Rights. PH Ignite and/or PH Ignite Content contain or may contain information, text, editorial content, notices, software (including HTML or XML-based computer programs), photographs, designs, graphics, images, sound and video recordings, animation and other materials and effects (including logos). All PH Ignite Content and PH Ignite itself, including its “look and feel” (e.g., text, graphics, images, logos, and button icons), are protected under both United States and foreign copyright, trademark and other laws. As between you and Paul Hastings, PH Ignite and all PH Ignite Content (other than Your Content to the extent included in PH Ignite Content) are exclusively owned by Paul Hastings.

    9.2 Use of Content. Paul Hastings grants you permission to access and view PH Ignite and PH Ignite Content under these Terms and Conditions. You may download or print a copy of textual PH Ignite Content for your personal or internal use or internal distribution only. Any other use of PH Ignite or PH Ignite Content, in whole or in part, without prior written consent from Paul Hastings, including without limitation: reprinting, modification, republication, deletion, transmission, public performance, distribution, proxy caching, uploading, posting, reproduction for any purpose other than as expressly permitted above, or other similar unauthorized exploitation of PH Ignite or PH Ignite Content is strictly prohibited. Without limiting the foregoing, unauthorized use of any PH Ignite Content is illegal and could subject you to criminal prosecution as well as personal liability for damages in a civil suit. You agree not to “frame” or “mirror” any PH Ignite Content or third-party content contained on or accessible from PH Ignite on any other server or Internet-based device without our advance written authorization.

  • 10. Indemnification

    You agree to indemnify and hold Paul Hastings and its affiliates, and their partners, officers, employees, contractors, agents, licensors, and suppliers harmless from and against any and all liabilities, losses, damages, costs or expenses, including reasonable attorneys' fees, arising out of (i) any claim by a third party that any of Your Content (or the use thereof) constitutes an infringement or other violation of such third party's trademark, copyright, intellectual property rights or other rights; (ii) your use or submission of any Inappropriate Content; (iii) any violation of law by you; (iv) any breach by you of the Terms and Conditions; or (v) your use of PH Ignite or PH Ignite Content. Upon request, you agree to defend us at your expense and/or to cooperate with us in our defense of any claim that is subject to indemnification. We reserve the right to employ our own counsel and to assume the exclusive defense and control of any matter subject to indemnification by you. Your obligation to indemnify and hold us harmless shall survive any expiration and termination of the Terms and Conditions.

  • 11. Trademark notice

    Trade names, logos and service marks of Paul Hastings are trademarks of Paul Hastings (the “Marks”). Without our prior permission, you agree not to display or use in any manner the Marks. Other logos, product and service names are the property of their respective owners, as may be indicated on PH Ignite.

  • 12. Copyright Notice

    If you believe a photograph, text or other PH Ignite Content infringes your copyright, please provide us the following information relevant to your claim: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at that site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, if available, an electronic mail address at which you may be contacted; (5) a written statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

    You may submit your notice of claim of copyright infringement to:
    Joanie Chan
    515 S. Flower St., Los Angeles, CA 90071
    213-683-5710

  • 13. Jurisdiction and Applicable Law

    The Terms and Conditions and your use of PH Ignite and PH Ignite Content shall be governed by the laws of California without regard to choice or conflicts of laws principles. Any legal action or proceeding related to PH Ignite or any PH Ignite Content shall be brought exclusively in a federal or state court of competent jurisdiction in Los Angeles County, CA.

  • 14. Links to the Hub and Third-Party Resources

    Paul Hastings is not responsible for any content that you may access from third-party resources that may be accessed through or linked to PH Ignite. We welcome links to PH Ignite from other web sites; however, we in no way operate, control or endorse linking sites, and we reserve the right to disallow any such link at any time in our sole discretion. Should you wish to link to PH Ignite, you must link only to www.phignite.com.

  • 15. Other Important Information

    To ensure we understand our relationship, we inform you that any discussion of tax matters or any other information on PH Ignite or in any PH Ignite Content is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or other tax laws; (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein; or (iii) asserting that we have formed an attorney/client relationship with you, unless we consent to such a relationship in writing.

  • 16. Contacting Us

    If you have any questions or concerns about the Terms and Conditions, PH Ignite, or PH Ignite Content, please visit www.paulhastings.com or contact us.