“Orrick,” refers to Orrick, Herrington & Sutcliffe LLP and the other partnerships, corporations and other undertakings that are authorized to carry the name “Orrick” or one or more of those undertakings as the context requires. The term “you” refers to the visitor or user of this page.
THIS PAGE EXPLAINS THE TERMS BY WHICH YOU MAY USE THE FORM OR TOOLKIT. PLEASE READ THE TERMS AND CONDITIONS ON THIS PAGE (THESE “ADDITIONAL TERMS”) CAREFULLY (YOU MAY NEED TO SCROLL DOWN) BEFORE USING THE TOOLKIT (THIS “FORM OR TOOLKIT”). BY CHECKING THE BOX ON THE PAGE OR BY OTHERWISE ACCESSING OR USING THE FORM OR TOOLKIT, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE ADDITIONAL TERMS, AND ACKNOWLEDGE ORRICK’S PRIVACY NOTICE (LINKED BELOW). ORRICK RESERVES THE RIGHT TO MODIFY THESE ADDITIONAL TERMS. THESE TERMS APPLY TO ALL VISITORS AND USERS WHO ACCESS THIS PAGE.
IF YOU DO NOT AGREE TO THESE ADDITIONAL TERMS, YOU SHOULD NOT USE THE FORM OR TOOLKIT.
These Additional Terms supplement Orrick’s Terms of Use Agreement, which is hereby incorporated by reference. Orrick’s Privacy Notice, which you acknowledge by agreeing to these Additional Terms, describes how Orrick collects and uses your information when you contact us or use our services. These Additional Terms, along with the Terms of Use Agreement, govern your use of the Form or Toolkit. In the event of any conflict between these Additional Terms and Orrick’s Terms of Use Agreement, these Additional Terms shall control solely to the extent of such conflict. By using the Form or Toolkit, you hereby agree to the following:
General Guidelines for Use of Forms and Toolkits
As a general matter, you should not make substantive changes to anything provided in the Form or Toolkit without first checking with your legal counsel. You should check with your legal counsel to confirm that what is provided in the Form or Toolkit is appropriate to meet your legal needs. You should review everything provided in the Form or Toolkit carefully before use. Orrick improves and updates our materials from time to time in a manner designed to reflect certain developments in the law and evolving “standard” in the market. As such, you should check here periodically to determine whether you have the latest materials we make available.
No Legal, Tax, Financial, Business, or Other Professional Advice
Nothing in the Orrick Tech Studio, including but not limited to the document descriptions and help resources and the documents produced by the Forms Library and user questionnaires (collectively, the “Forms Library”), is to be considered as the rendering of legal, business, or other professional advice, either generally or in connection with any specific issue or case. The Forms Library is intended for general informational and educational purposes only. Users are responsible for obtaining legal, business, and other professional advice from a lawyer licensed to practice in their jurisdiction, a tax advisor, or another professional and you should not use or rely on the Forms Library without seeking such advice.
No Attorney-Client Relationship
Neither the availability, operation, transmission, receipt nor use of the Forms Library is intended to create, nor does it create, an attorney-client relationship or any other relationship. Any and all information provided in connection with use of the Forms Library is not privileged or confidential. You should not send Orrick any confidential information in connection with your use of the Forms Library.
The information provided in the Forms Library does not constitute the provision of legal advice or other professional advice, nor does it constitute tax advice. Any and all information about tax matters in the Forms Library is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code or other statute, or promoting any transaction or matter to another party.
Compliance with Laws
You agree to use the Forms Library in compliance with all applicable laws (including but not limited to applicable securities laws and trademark laws) and, to the extent permitted by law, you agree to indemnify and hold Orrick harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply. You are responsible for ensuring that all necessary government or regulatory filings, including but not limited to security filings, that are necessary as a consequence of your use of the Forms Library are prepared and filed.
You further confirm that any and all information you provide or otherwise make available to Orrick is non-confidential. Orrick does not guarantee the confidentiality or security of any and all data you provide or make available.
Use of Artificial Intelligence (“AI”).
As additional service, we may provide an AI-enabled chatbot (“Chatbot”). The Chatbot is a software application that provides the opportunity to consult a limited number of resources published by Orrick. Users can ask questions and engage in dialogue. The responses from the Chatbot are based solely on such limited number of resources that the Chatbot considers relevant to the question. As an AI-based software application, the Chatbot cannot replace the independent research and examination of legal questions by a qualified lawyer.
Do not input any confidential or privileged information into the Chatbot. Please note that the information that the Chatbot provides (i) is limited in scope, (ii) may not be accurate or applicable to you or your circumstances, (iii) should not be relied on for any purpose, and (iv) does not constitute legal advice. Your interaction with the Chatbot does not create any attorney-client relationship between you or your company and Orrick. If you need legal advice, please reach out to a qualified attorney. By interacting with the Chatbot, you affirmatively agree to the terms above and Orrick’s Terms of Use Agreement, Privacy Notice , and Additional Terms, and consent to (i) the use of, and processing of your data in, artificial intelligence tools for these purposes and (ii) the monitoring and/or recording of chat communications by Orrick and its third-party vendors for quality assurance, customer service, and/or other business purposes.
Disclaimer of Liability
TO THE EXTENT PERMITTED BY LAW, THE FORMS LIBRARY IS 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.
To the extent permitted by law, Orrick expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of the Forms Library. To the extent permitted by law, by using the Forms Library, you waive any and all rights or claims you may have against Orrick in connection therewith. The information contained in the Forms Library 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 is not promised or guaranteed to be correct or complete. Further, Orrick does not necessarily endorse, and is not responsible for, any and all third-party content that may be accessed through the Forms Library.
You also acknowledge that you have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release ad that if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims you may have against Orrick in connection with all liability, loss or risk incurred as a direct or indirect consequence of the use of the Forms Library.
Changes to the Forms Library
Orrick, in its sole discretion, may choose to change the terms, conditions and operation of the Forms Library at any time. Orrick, in its sole discretion, reserves the right to refuse to provide you access to the Forms Library. To the extent permitted by law, you agree that Orrick shall not be liable to you for loss or damages that may result from Orrick’s refusal to provide access to the Forms Library.
Use by Agents
You agree that, if one of your agents, including but not limited to an attorney or an employee, uses the Forms Library on your behalf, you are nonetheless bound as a principal by all terms and conditions in these Additional Terms.
Default Values
Orrick does not endorse or recommend the use of any default values or any document in the Form or Toolkit, nor is Orrick expressing any opinion or recommendation of what is, or what should be, a market standard document—deal terms and the documents used to commemorate them should be determined based on your specific circumstances. Additional documents not provided in this Form or Toolkit and filings with one or more governmental officials or agencies may be necessary for the contemplated transaction.