Please read the following carefully (you may need to scroll down). The terms on this page (“Additional Terms”) supplement the orrick.com Legal Notices and Privacy Notice. These Additional Terms, along with the Legal Notices and Privacy Notice, govern your use of the Orrick SVB Resource Center. By using the Orrick SVB Resource Center, you agree to the Legal Notices and Privacy Notice as supplemented by the following:
These materials and documents are intended for general informational and educational purposes only. Nothing in the Orrick SVB Resource Center including the document descriptions and help resources (the "SVB Resource Library"), and the documents provided and produced by the SVB Resource 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 form documents are intended to be negotiated based on your individual circumstances and without such tailoring and revision, these documents may provide inadequate protection for the parties thereto. For example, the forms lack certain covenants that may be beneficial to one or both parties and the forms do not address all risks that should be addressed between company and lender in a lending transaction. These forms do not consider usury law and have not considered licensing laws applicable to the lender. These forms may not be suitable for certain choices of governing law. These forms do not consider what internal or external approvals may be necessary for the parties to validly enter these agreements and carry out the terms of the agreements, nor do these forms consider what, if any, third party rights may be triggered by the entering into of such an agreement. These forms do not serve to grant a perfected or priority lien against any collateral, and additional actions would be necessary to perfect such a lien. Users are responsible for obtaining legal, tax or business advice from their own lawyer or other professional and should not rely on the SVB Resource Library or the Documents without seeking such advice.
Neither the availability, operation, transmission, receipt nor use of the SVB Resource Library or the Documents is intended to create, nor does it create, an attorney-client relationship or any other relationship between you and Orrick, Herrington & Sutcliffe LLP. Any information provided in connection with use of the SVB Resource Library or the Documents is not privileged or confidential.
You agree to use and are responsible for using the SVB Resource Library and the Documents in compliance with all applicable laws, including applicable securities laws. 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.
TO THE EXTENT PERMITTED BY LAW THE SVB RESOURCE 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 SVB RSOURCE 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 SVB Resource Library or the Documents. To the extent permitted by law, by using the SVB Resource 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 SVB Resource 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 SVB Resource 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 SVB Resource Library or the Documents.
Orrick, Herrington & Sutcliffe LLP at its sole discretion may choose to change the terms, conditions and operation of the SVB Resource 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 SVB Resource 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 SVB Resource Library or the Documents.
You agree that, if an agent (e.g., an attorney, an employee, etc.) uses the SVB Resource Library or the Documents on your behalf, you are nonetheless bound as a principal by all terms and conditions herein.