GOODWIN PROCTER LLP
Last modified June 30, 2016
Goodwin Procter is an international legal practice carried on by Goodwin Procter LLP and its affiliated undertakings.
Goodwin Procter comprises Goodwin Procter LLP, a limited liability partnership established under the laws of the Commonwealth of Massachusetts, United States of America and maintaining offices in Boston, Los Angeles, New York City, San Francisco, Santa Monica, Silicon Valley and Washington DC, and in Frankfurt and Munich, Germany (“Goodwin Procter (US)”); Goodwin Procter (Hong Kong) LLP, a Hong Kong limited liability partnership and maintaining an office in Hong Kong (“Goodwin Procter (Hong Kong)”); Goodwin Procter (UK) LLP, a limited liability partnership incorporated in England and Wales and maintaining offices in London and Cambridge (“Goodwin Procter (UK)”); Goodwin Procter (France) LLP, a limited liability partnership incorporated in England and Wales and maintaining offices in London and Paris (“Goodwin Procter (France)”); and Goodwin Procter (Luxembourg), a private limited liability company established under the laws of the Grand Duchy of Luxembourg and maintaining an office in Luxembourg (“Goodwin Procter (Luxembourg)).
The term “partner” refers to a partner in Goodwin Procter (US) or Goodwin Procter (HK), a member of Goodwin Procter (UK) or Goodwin Procter (France), a shareholder in Goodwin Procter (Luxembourg) or a person with equivalent standing and qualifications. A list of partners is open to inspection at each of the firm’s offices.
Goodwin Procter maintains appropriate registrations in the jurisdictions in which its offices are located. The firm is therefore subject to the rules of the various jurisdictions and professional bodies depending on where each office is located. The firm’s lawyers are subject to the rules of the regulatory bodies to which they are admitted and are admitted to practice in the jurisdictions listed on their individual resumes.
References in the Legal Notices and elsewhere on this website to Goodwin Procter mean Goodwin Procter (US), Goodwin Procter (Hong Kong), Goodwin Procter (UK) and Goodwin Procter (France), Goodwin Procter (Luxembourg) or one or more of those practices as the context may require.
Acceptance of the Terms and Conditions
This Terms of Use Agreement, along with all other agreements, disclaimers and disclosures displayed on Site (collectively, the “Agreement”) states the terms and conditions under which you may use the website located at www.goodwinprocter.com, all Goodwin Procter operated microsites accessible therein, and all Content available therein (the “Site”). Please read this Agreement carefully. This Site is provided by Goodwin Procter LLP and contains various information in the form of data, text, reports, templates, agreements and other materials relating to and/or provided by Goodwin Procter LLP and its affiliated entities (“Goodwin Procter” or “we”) and its third party content providers, (collectively, the “Content”).
By accessing, browsing and/or using this Site and its Content, you acknowledge that you have read, understood and agree to be legally bound by this Agreement. We reserve the right to amend this Agreement at any time and from time to time. You should check this Agreement, available through a link on all of the Site’s pages, each time you use the Site to determine if any changes have been made. If you use the Site after the amended Agreement has been posted, you will be deemed to have agreed to the amended Agreement.
Legal Information
All Content is for informational purposes only and may not reflect the most current legal developments. The Content of this Site may be considered advertising for legal services under the laws and rules of professional conduct of the jurisdictions in which we practice. The Content is not offered as legal or any other advice on any particular matter. Any opinions expressed through the Content of this Site are the opinions of the particular author and may not reflect the opinions of Goodwin Procter or any individual lawyer. The transmission and receipt of information contained on the Site, in whole or in part, or communication with Goodwin via the Internet or e-mail through this Site is not intended to create and does not constitute a lawyer-client relationship between you and Goodwin Procter. You should not send us any confidential information in response to this Site. Such responses will not create a lawyer-client relationship, and whatever you disclose to us will not be privileged or confidential unless we have agreed to act as your legal counsel and you have executed a written engagement agreement with Goodwin. You should not act or refrain from acting on the basis of any Content included in the Site without seeking the appropriate legal or professional advice on the particular facts and circumstances at issue.
Use of Cookies
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Intellectual Property Rights
You acknowledge that this Site and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You also acknowledge that the Content is and shall remain the property of Goodwin or its licensors. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Content. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. However, you may print a reasonable number of copies of the Content for your personal use provided that you maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices.
Trademarks
Goodwin Procter LLP™
Capital Calculator ©
Liquidation Calculator ©
IPO Planner ©
Document Driver ©
are trademarks and service marks of Goodwin Procter LLP (collectively the “Goodwin Trademarks”). Other company, product, and service names and logos used and displayed on this Site may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Goodwin. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Goodwin Procter Trademarks displayed on this Site, without our prior written permission in each instance. All goodwill generated from the use of Goodwin Procter Trademarks will inure to the benefit of Goodwin Procter LLP.
Linking and Framing
We prohibit the use of any links to the Site from any other websites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of this Site with any other website without our prior written permission.
Communications with Goodwin
Please be advised that we cannot guarantee the confidentiality of any communication or material transmitted to us via the Site or via electronic mail. Accordingly, we suggest that you use caution when transmitting any information to us via the Internet. Goodwin expressly disclaims any liability for damages resulting from third party interception of your communications with us via the Internet. If you choose to send us any information via the Site or via e-mail, you do so solely at your own risk.
Copyright Complaints
If you believe this Site contains Content that infringes your copyright, please provide the information listed below to our designated agent for claims of copyright infringement:
Our designated agent may be contacted as follows:
Jacqueline Klosek
The New York Times Building
620 Eighth Avenue
New York City, NY 10018
Phone +1 212 459 7464
Fax +1 212 355 3333
E-mail jklosek@goodwinlaw.com
Links to Other Websites
This Site may periodically provide links to third-party websites (“Third-Party Sites”). This Agreement governs only this Site and not any Third-Party Sites. Our decision to link to a Third-Party Site is not an endorsement of the content or services in that linked Third-Party Site. Goodwin Procter does not control these Third-Party Sites and expressly disclaims any responsibility for the content, the accuracy of the information and any products or services available on the Third-Party Sites. If you decide to access linked Third-Party Sites, you do so at your own risk. You should direct any concerns regarding any Third-Party Sites to the administrator of the applicable Third-Party Site. You should also refer to the separate terms of use, privacy policies and other rules posted on Third-Party Sites before you use them.
Disclaimer of Warranties
YOU ACKNOWLEDGE AND AGREE THAT THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NONE OF GOODWIN PROCTER LLP, ITS AFFILIATES, SUBSIDIARIES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “GOODWIN PROCTER PARTIES”) GUARANTEES THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, SUITABILITY OR USEFULNESS OF ANY PORTION OF THE SITE. NONE OF THE GOODWIN PROCTER PARTIES WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY SPECIFIC INFORMATION THAT IS REQUESTED WILL BE PROVIDED OR THAT THIS SITE OR ITS SERVER ARE OR WILL BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SITE AND THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE CONTENT OR SERVICES IS ASSUMED SOLELY BY YOU. NONE OF THE GOODWIN PROCTER PARTIES MAKES ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL, REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR DATA.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL ANY OF THE GOODWIN PROCTER PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THIS SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS SITE. IN NO EVENT SHALL ANY OF THE GOODWIN PROCTER PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SITE OR THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE GOODWIN PROCTER PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THIS SITE.
Indemnification
You agree to make Goodwin Procter LLP, its affiliates and its or their shareholders, partners, members, directors, officers, co-branders, subsidiaries, parents, employees and agents, whole for any and all claims, losses, liabilities, and expenses (including lawyers’ fees) arising from your use of the Site or any violation of this Agreement.
Dispute Resolution
If any dispute arises out of or in connection with this Agreement or your use of any Content or this Site or your access to or links to this Site, you and Goodwin Procter will attempt to resolve that dispute confidentially, initially through Alternative Dispute Resolution (“ADR”).
Should we be unable to agree on a mutually acceptable use of ADR, all parties hereby agree that all such disputes will be subject to mandatory binding arbitration under the JAMS Comprehensive Arbitration Rules, including the JAMS Optional Expedited Arbitration Procedures, by one JAMS arbitrator selected in accordance with JAMS selection procedures. Any such arbitration shall be held in a neutral location to be mutually agreed upon by the parties or, absent agreement, decided by the arbitrator, and shall be confidential. All parties hereby agree to waive rights to a trial by a jury or a judge. Judgment on the award of the arbitrator may be entered in any court.
Some jurisdictions may provide additional rights to consumers.
Miscellaneous
In the event that any portion of this Agreement is held to be invalid or unenforceable, the such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The sections of this Agreement entitled Intellectual Property Rights, Disclaimer, Limitation of Liability, Indemnification, Miscellaneous shall survive the termination of this Agreement. Goodwin Procter reserves the right to change, suspend, or discontinue all or any part of this Site or the Content at any time without prior notice or liability. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of this Agreement. You expressly absolve and release the Goodwin Procter Parties from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist activities or governmental restrictions. You may not assign this Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, except with regard to its conflicts or choice of law rules. You shall comply with all laws, rules and regulations which are now or hereinafter promulgated by any government authority or agency which govern or apply to the operation and use of the Site. Without limiting the generality of the foregoing, you expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws of the United States. You are prohibited from any use of the Site that would constitute an illegal offense, give rise to liability or otherwise violate any applicable local, state, national or international law or regulation. All rights not expressly granted herein are reserved by Goodwin Procter. This Agreement contains the entire agreement of the parties concerning your use of this Site and supersedes all existing agreements and all other oral, written or other communication between the parties concerning its subject matter.