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Terms and Conditions

Please read the following carefully (you may need to scroll down). The terms on this page (“Additional Terms”) supplement the orrick.com Terms of Use Agreement, which is hereby incorporated by reference. These Additional Terms, along with the Terms of Use Agreement, govern your use of the Orrick Start-Up Forms Library. By using the Orrick Start-Up Forms Library, you agree to the following:

No Legal or Business Advice

Nothing in the Start-Up Forms Library including the document descriptions and help resources (the "Forms Library"), and the documents produced by the Forms Library (the "Documents") is to be considered as the rendering of legal or business advice, either generally or in connection with any specific issue or case. These materials are intended for general informational and educational purposes only. Users are responsible for obtaining legal or business advice from their own lawyer or other professional and should not rely on the Forms Library or the Documents without seeking such advice.

No Attorney-Client Relationship

Neither the availability, operation, transmission, receipt nor use of the Forms Library or the Documents is intended to create, nor does it create, an attorney-client relationship or any other relationship. Any information provided in connection with use of the Forms Library or the Documents is not privileged or confidential.

Compliance with Laws

You agree to use the Forms Library and the Documents in compliance with all applicable laws, including applicable securities laws, and, to the extent permitted by law, you agree to indemnify and hold Orrick, Herrington & Sutcliffe LLP harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply.

Disclaimer of Liability

TO THE EXTENT PERMITTED BY LAW THE FORMS LIBRARY AND THE DOCUMENTS ARE PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY LAW YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THE FORMS LIBRARY AND THE DOCUMENTS.

To the extent permitted by law, Orrick, Herrington & Sutcliffe LLP expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of the Forms Library or the Documents. To the extent permitted by law, by using the Forms Library or the Documents, you waive any rights or claims you may have against Orrick, Herrington & Sutcliffe LLP in connection therewith. The information contained in the Forms Library and the Documents is provided only as general information and may not reflect the most current market and legal developments and may not address all relevant business or legal issues; accordingly, information in the Forms Library or the Documents is not promised or guaranteed to be correct or complete. Further, Orrick, Herrington & Sutcliffe LLP does not necessarily endorse, and is not responsible for, any third-party content that may be accessed through the Forms Library or the Documents.

Orrick, Herrington & Sutcliffe LLP at its sole discretion may choose to change the terms, conditions and operation of the Forms Library and the Documents at any time. Orrick, Herrington & Sutcliffe LLP, in its sole discretion, reserves the right to refuse to provide you access to the Forms Library and the Documents. To the extent permitted by law, you agree that Orrick, Herrington & Sutcliffe LLP shall not be liable to you for loss or damages that may result from our refusal to provide access to the Forms Library or the Documents.

Use by Agents

You agree that, if an agent (e.g., an attorney, an employee, etc.) uses the Forms Library or the Documents on your behalf, you are nonetheless bound as a principal by all terms and conditions herein.