Last updated: September 29, 2010

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 Web site 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 contains various information in the form of data, text, reports, templates, agreements and other materials relating to and/or provided by Goodwin Procter LLP (“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 attorney. The transmission and receipt of information contained on the Site, in whole or in part, or communication with Goodwin Procter via the Internet or e-mail through this Site is not intended to create and does not constitute an attorney-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 an attorney-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 Procter. 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.

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 Procter 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

Logos
     
are trademarks and service marks of Goodwin Procter (collectively the “Goodwin Procter 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 Procter. 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 our benefit.

Linking and Framing

We prohibit the use of any links to the Site from any other Web sites 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 Web site without our prior written permission.

Communications with Goodwin Procter

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 Procter 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:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Site;
  • Your address, telephone number and email address;
  • 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
  • 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 duly authorized to act on the copyright owner’s behalf.

Our designated agent may be contacted as follows:
Jacqueline Klosek
The New York Times Building
620 Eighth Avenue
New York City, NY 10018
Phone: 212.459.7464  Fax: 212.355.3333
E-mail: jklosek@goodwinprocter.com

Links to Other Web Sites.

This Site may periodically provide links to third-party Web sites (“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, 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, its affiliates, shareholders, partners, directors, officers, co-branders, subsidiaries, parents, employees and agents, whole for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Site or any violation of this Agreement.

Dispute Resolution

Any dispute arising 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, shall be resolved by arbitration before three neutral arbitrators administered by the American Arbitration Association in Boston, Massachusetts, in accordance with its Commercial Arbitration Rules, as then in effect. Except for punitive damages (which may not be awarded), any provisional or equitable remedy which would be available from a court of law shall be available from a sole arbitrator to parties. Any determination by such arbitration shall be final and conclusively binding and shall not include any damages expressly prohibited in this Agreement. The award of the arbitrator may be enforced in any court having jurisdiction thereof. Both parties hereby consent (a) to the non-exclusive jurisdiction of the courts of the Commonwealth of Massachusetts or to any Federal Court located within the Commonwealth of Massachusetts for any action (i) to compel arbitration, (ii) to enforce the award of the arbitrators or (iii) at any time prior to the qualification and appointment of the arbitrator, for temporary, interim or provisional equitable remedies and (b) to service of process in any such action by registered mail or any other means provided by law. Some jurisdictions may provide additional rights to consumers.

ATTORNEY ADVERTISING

ATTORNEY ADVERTISING. Prior results do not guarantee a similar outcome.

If you have any questions, for purposes of attorney advertising rules, please contact Goodwin Procter LLP.

Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA 02109
Phone 617.570.1000
Fax 617.523.1231

Legal Notice about Goodwin Procter (UK) LLP

General

Goodwin Procter (UK) LLP is a limited liability partnership registered in England and Wales with registered number OC362294. Its registered office is located at Tower 42, 25 Old Broad Street, London, EC2N 1HQ. A list of the names of the members of Goodwin Procter (UK) LLP is available for inspection at the registered office. Goodwin Procter (UK) LLP is authorised and regulated by the Solicitors Regulation Authority. Goodwin Procter (UK) LLP is affiliated with Goodwin Procter LLP, which operates in the United States of America.

Goodwin Procter (UK) LLP’s VAT registration no. is 941 7229 21

Contact Details

Goodwin Procter (UK) LLP can be contacted at its registered office, or by telephone +44.20.7447.4200, or by electronic mail devans@goodwinprocter.com.

Solicitor Titles

We use the word "Partner" to refer to a member of Goodwin Procter (UK) LLP.

Professional Liability Insurance

In accordance with the disclosure requirements of the Provision of Services Regulations 2009, details of Goodwin Procter (UK) LLP’s compulsory professional indemnity insurance in England and Wales are as follows. Our insurer is Liberty Mutual Insurance Europe Limited. The insurance extends to acts or omissions on the part of Goodwin Procter (UK) LLP wherever in the world they occur. The policy number is QB1104044.

Regulation

Goodwin Procter (UK) LLP is regulated by the Solicitors Regulation Authority whose rules can be accessed at http://www.sra.org.uk/solicitors/handbook/code/content.page.

Our Services

Goodwin Procter (UK) LLP is committed to providing the highest quality services to all of our clients. Please tell us if something goes wrong by contacting the solicitor responsible for the work, who will supply you with a copy of our complaint handling procedure on request. If we are unable to resolve a problem through our internal complaint handling procedure, you may refer the matter to the Legal Ombudsman at http://www.legalombudsman.org.uk./

Disclaimer

Nothing on this site constitutes legal advice or gives rise to a solicitor/client relationship. Specialist legal advice should be taken in relation to specific circumstances.

The contents of this site are for general information purposes only. Whilst we endeavour to ensure that the information on this site is correct, no warranty, express or implied, is given as to its accuracy and we do not accept any liability for error or omission.

We shall not be liable for any damage (including, without limitation, damage for loss of business or loss of profits) arising in contract, tort or otherwise from the use of, or inability to use, this site or any material contained in it, or from any action or decision taken as a result of using this site or any such material.

Some of the material on this site may have been prepared some time ago. Please contact us if you need a comprehensive and up-to-date statement of the relevant law.

Copyright

The copyright in all material on this site is vested in Goodwin Procter LLP. You may not copy any part of this site or do any other act in relation to any part of this site which is prohibited by copyright other than the following:

  • [You may print any page or download it to a local hard disk for your personal use only.]
  • [In material issued to third parties, you may quote from this site so long as you give due accreditation.]

The above consents do not authorize you to incorporate any part of this site in any commercial document or in any material sold or otherwise made available for profit without our prior consent.

Privacy

A copy of our privacy policy can be viewed here.

Other terms of use

Although we endeavour to ensure that this site is normally available 24 hours a day, we will not be liable if for any reason the site is unavailable at any time or for any period.

By accessing any part of this site, you shall be deemed to have accepted these terms in full.

These terms shall be governed by and construed in accordance with English law.

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.