The materials located at www.manatt.com (the "Site") are provided by MANATT, PHELPS & PHILLIPS, LLP ("Manatt"). The use of the Site by the user or browser ("you") is subject to the following terms and conditions (this “Agreement”):
1. Acceptance of Agreement.
You agree to the terms and conditions set forth in this Agreement with respect to the Site. Please review the following terms carefully. If you do not agree to these terms, you should not use the Site. This Agreement constitutes the entire and only agreement between you and Manatt, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and the subject matter of this Agreement.
Manatt reserves the right to change this Agreement at any time, effective immediately upon posting on the Site. Please check this page of the Site periodically. If you violate the terms of this Agreement, Manatt may terminate your use of the Site, bar you from future use of the Site and/or take appropriate legal action against you.
2. Copyright.
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 3 below, is strictly prohibited. You do not acquire ownership rights to any article, document or other materials posted on or viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Some of the content on the Site may be the copyrighted work of third parties.
3. Limited License; Permitted Uses.
You are granted a non-exclusive, non-transferable, revocable license (a) to access and use the Site solely in accordance with this Agreement; (b) to use the Site solely for internal, personal, non-commercial purposes; and (c) to print out discrete information from the Site solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein. No print out or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.
4. Restrictions and Prohibitions on Use.
Your license for access and use of the Site and any information, materials or documents therein (collectively defined as "Content and Materials") are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by Section 3 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content and Materials retrieved therefrom; (b) use the Site or any materials obtained from the Site to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content and Materials; (d) use any Content and Materials in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of Manatt or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site; (f) make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse-engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; (h) use any automatic or manual process to harvest information from the Site; (i) use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial e-mail; (2) e-mail that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Site in a manner that violates any state or federal law regulating e-mail, facsimile transmissions or telephone solicitations; and (k) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of the United States.
5. Attorney Advertising; Outcomes Not Guaranteed
Pursuant to New York DR 2-101, you are advised that the contents of the Site constitute attorney advertising and that prior results do not guarantee a similar outcome.
6. Informational Purpose Only
The materials available on the Site have been prepared by Manatt and are intended for informational purposes only. The information provided on the Site is provided only as general information, which may or may not reflect the most current legal developments. The opinions expressed on or through the Site are the opinions of the individual author and may not reflect the opinions of Manatt or any individual attorney.
7. No Legal Advice or Attorney-Client Relationship.
Information contained on or made available through the Site is not intended to, and does not, constitute legal advice, recommendations, mediation or counseling under any circumstance. The Site and your use thereof does not create an attorney-client relationship. Manatt does not warrant or guarantee the accuracy, completeness, adequacy or currency of the information contained in or linked to the Site. Your use of information on the Site or materials linked to the Site is entirely at your own risk. You should not act or rely on any information on the Site without seeking the advice of a competent attorney licensed to practice in your jurisdiction for your particular problem. The information contained herein does not necessarily reflect the opinions of Manatt’s clients.
8. Forms, Agreements & Documents.
Manatt may make available through the Site sample forms, checklists, business documents and legal documents (collectively, "Documents"). All Documents are provided on a non-exclusive license basis only for your personal one-time use for non-commercial purposes, without any right to re-license, sublicense, distribute, assign or transfer such license. Documents are provided without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, currentness, accuracy, and/or appropriateness. WITHOUT LIMITING THE TERMS OF SECTION 18, THE DOCUMENTS ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITH "ALL FAULTS", AND MANATT AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Documents may be inappropriate for your particular circumstances. Furthermore, state 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 Documents are only samples and may not be applicable to a particular situation.
9. Linking to the Site.
You may provide links to the Site, provided (a) that you do not remove or obscure, by framing or otherwise, the copyright notice or other notices on the Site, (b) your site does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Site immediately upon request by Manatt.
10. Certain Confidentiality Issues.
Choosing an attorney is a serious matter and should not be based solely on information contained on the Site or in advertisements, and the engagement of counsel may not be accomplished by sending Manatt confidential information related to you and/or your company unless Manatt has expressly authorized the submission of such information by written authorization.
You may send Manatt e-mail. However, if you communicate with Manatt in connection with a matter for which Manatt does not already represent you, you should not send Manatt any confidential or sensitive information via e-mail or otherwise because your communication will not be treated as privileged or confidential. If you communicate with Manatt by e-mail in connection with a matter for which Manatt already represents you, you should note that the security of Internet e-mail is uncertain. By sending sensitive or confidential e-mail messages that are not encrypted, you accept the risks of such uncertainty and possible lack of confidentiality over the Internet.
11. Designation.
To the extent the Bar Rules in your jurisdiction require Manatt to designate a single attorney responsible for this site, Manatt designates Richard Adam, e-mail: radam@manatt.com
12. Use In Other Jurisdictions.
Manatt practices law only in jurisdictions in which Manatt is properly authorized to do so. Manatt does not seek to represent anyone in any jurisdiction where the Site does not comply or is in any way inconsistent with the rules governing communication of legal services in a particular state. Manatt is unwilling to assume the representation of clients from those states where the materials do not comply with State Bar requirements and where the client is generated as a result of that communication.
13. Statement In Compliance With Certain Rules of Professional Conduct.
Unless otherwise specified, the attorneys listed on the Site 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 the Continuing Legal Education and Specialization.
14. Errors, Corrections and Changes.
Manatt does not represent or warrant that the Site will be error-free, free of viruses or other harmful components, or that defects will be corrected. Manatt does not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable. The law is constantly changing and the information may not be complete or accurate depending on your particular legal issue. Each legal issue depends on its individual facts and different jurisdictions have different laws and regulations. Manatt may make changes to the features, functionality or content of the Site at any time. Manatt reserves the right in its sole discretion to edit or delete any documents, information or other content appearing on the Site.
15. Third Party Content.
Third party content may appear on the Site or may be accessible via links from the Site. Manatt is not responsible for and assumes no liability for any third party content. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect Manatt’s belief.
16. Unlawful Activity.
Manatt reserves the right to investigate complaints or reported violations of this Agreement and to take any action Manatt deems appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, e-mail addresses, usage history, IP addresses and traffic information.
17. Indemnification.
You agree to indemnify, defend and hold Manatt and Manatt’s partners, associates, agents, attorneys, employees, subcontractors, successors, assigns, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense related to your violation of this Agreement or use of the Site.
18. Disclaimer.
THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," WITH "ALL FAULTS", AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. MANATT AND MANATT’S AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER, EXCEPT AS PROVIDED IN SECTION 19(b). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, MANATT AND MANATT’S AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MANATT AND YOU. THIS SITE AND THE INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MANATT THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.
19. Limitation of Liability.
- (a) Manatt and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (i) any errors in or omissions from the Site or information obtained, (ii) the unavailability or interruption of the Site or any features thereof, (iii) your use of the Site, (iv) the content contained on the Site, or (v) any delay or failure in performance beyond the control of an Affiliated Party.
- (b) THE AGGREGATE LIABILITY OF MANATT AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST MANATT AND ANY AFFILIATED PARTY.
20. Use of Information/Privacy Policy.
Manatt reserves the right, and you authorize Manatt, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner.
21. Links to other Web Sites.
The Site contains links to other Web sites. Manatt is not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on Manatt’s Site does not imply approval or endorsement of the linked Web site by Manatt. If you decide to leave the Site and access these third-party sites, you do so at your own risk.
22. Copyrights and Copyright Agents.
Manatt respects the intellectual property of others and asks you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Manatt’s Copyright Agent the following information:
- a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- b. A description of the copyrighted work that you claim has been infringed;
- c. A description of where the material that you claim is infringing is located on the Site;
- d. Your address, telephone number, and e-mail address;
- e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- f. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Manatt’s Copyright Agent for Notice of claims of copyright infringement on the Site can be reached by directing an e-mail to the Copyright Agent at radam@manatt.com.
23. Legal Compliance.
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content and Materials provided therein.
24. Miscellaneous.
This Agreement shall be treated as though it were executed and performed in Los Angeles, California, and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles). Any cause of action by you with respect to the Site must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 16 and Section 17. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision of this Agreement nor affect any of the rights or obligations of the parties to this Agreement. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed as much as possibly consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Manatt’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Manatt’s rights under this Agreement shall survive any termination of this Agreement.
25. Arbitration.
Any legal controversy or legal claim arising out of or relating to this Agreement or the Site (excluding legal action taken by Manatt or you to collect or recover damages for, or obtain any injunction relating to, intellectual property ownership or infringement), shall be settled solely by confidential binding arbitration before a single retired judge under the auspices of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California. Each party shall bear one-half of the arbitration fees and costs incurred, and each party shall bear its own attorneys' fees.