ATTORNEY ADVERTISING NOTICE/TERMS OF USE
Effective Date: May 1, 2012.
Attorney Advertising Notice: Prior results do not guarantee a similar outcome. See Section 2 below for our full Attorney Advertising Notice.
IMPORTANT! PLEASE READ THIS ATTORNEY ADVERTISING NOTICE/TERMS OF USE (“TERMS”) CAREFULLY BEFORE USING OUR SITES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATION OF LIABILITY, ARBITRATION OF DISPUTES AND YOUR INDEMNITY TO US. BY ACCESSING OR USING THE SITES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SITES.
About This Agreement
These Terms govern your use of the sites (including, without limitation, extranets, online or mobile sites), and all interactive features, widgets, applications, content or downloads available through the sites, that post these Terms (collectively, the “Sites”) regardless of how you access or use them, whether via personal computers, mobile devices or otherwise. Edwards Wildman Palmer LLP and Edwards Wildman Palmer UK LLP (collectively, “Edwards Wildman,” “we,” “our,” or “us”) owns and operates the Sites. These Terms do not apply to any other site or any offline activities by Edwards Wildman (unless specifically stated).
In addition, please review the Sites’ Privacy Policy, which explains our information collection practices, such as the types of information we collect regarding visitors to the Sites and how we may use that information. By using the Sites, you acknowledge and accept the Sites’ Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy. By using the Sites, you further agree that Edwards Wildman may change, alter, or modify the settings or configurations on your device or computer used to access the Sites in order to allow for or optimize your use of the Sites.
Table of Contents
1. Communications and No Attorney Client Relationship
2. Attorney Advertising Notice and Other Legal Notices
3. Site Materials and Ownership
4. Your License to Use Materials On Our Sites and Prohibited Activities
5. Linking Policy
6. Linked-To Websites and Dealings with Third Parties
7. Disclaimer of Warranties
8. Limitation of Liability/Waiver of Unknown Claims
9. Indemnification
10. Governing Law
11. No Class Actions
12. Arbitration
13. Time Limitation on Claims
14. Location of Sites and Territorial Restrictions
15. Updates to Terms
16. Miscellaneous
17. Questions or Complaints
1. Communications and No Attorney Client Relationship
If you communicate with us through the Sites in connection with a matter for which we do not presently represent you, we cannot represent you until we know that doing so will not create a conflict-of-interest. Accordingly, please do not send us any information about any matter that may involve you or the matter until you and we enter into an engagement letter or other written agreement stating that we agree to represent you. Until that time any information you send to us, including by e-mail or otherwise through the Sites, may not be treated as privileged or confidential, and may be reviewed by attorneys in our firm. You recognize that any information that you submit and our review of your information will not preclude any lawyer in our firm from representing a party directly adverse to you, in any matter where that information is relevant, even if that information is highly confidential and could be used against you and even if it is transmitted in a good faith effort to retain us. The best way for you to initiate a possible representation is to contact a person listed on the Sites at the stated telephone number or email address. That person will discuss with you our conflict-of-interest procedure and put you in touch with the lawyer best suited to handle your matter. Only when you enter into an engagement letter with our firm will you be our client. We may then freely exchange information as attorney and client.
The Sites are not intended to be a source for legal advice, and thus you should not rely on any information provided on the Sites as such. You should not consider the information provided on the Sites to be an invitation for an attorney-client relationship, and should always seek the advice of competent counsel. The Materials (as defined below in Section 3) on the Sites have been prepared by Edwards Wildman for general informational purposes only, may not reflect current legal developments and do not constitute legal advice. The Materials offered on the Sites or other linked sites and receipt thereof is not intended to create, nor does or will it create, a lawyer-client relationship with Edwards Wildman. Any opinions expressed through the Materials on the Sites are the opinions of the particular author and may not reflect the opinions of Edwards Wildman or any individual attorney. Although we strive to keep the Materials on the Sites relevant and useful, laws are often changing, and we cannot guarantee that all of the Materials are complete, accurate or current. Edwards Wildman expressly disclaims all responsibility and liability for any actions taken or not taken on the basis of any of the content on the Sites.
2. Attorney Advertising Notice and Other Legal Notices
The hiring of a lawyer is an important decision that should not be based solely on advertisements. Before you decide, ask us to send you free written information about our qualifications and experience. FREE BACKGROUND INFORMATION IS AVAILABLE UPON REQUEST.
Prior results do not guarantee or predict a similar outcome. Every case is different and must be judged on its own merits. Results depend upon a variety of factors unique to each representation.
Some photos on the Sites are of models and not of clients or firm personnel and may be simulations of actual scenes. Services performed by Edwards Wildman may be performed by lawyers other than those who are in such photos.
Any testimonials or endorsements contained on the Sites do not constitute a guarantee, warranty or prediction regarding the outcome of your legal matter.
All of the states in the US where our attorneys are licensed have attorney advertising rules that govern how attorneys communicate the fact that they practice in a particular field of law or whether they are specialists in a certain area of the law. In most of these states, there is no process for the certification of specialists. In no state has any governmental authority approved the content of the Sites. Attorney advertising rules in certain of the states where our attorneys are licensed require that we provide the following notices specific to that state.
Colorado: Colorado does not certify lawyers as specialists in any field.
Illinois: The Supreme Court of Illinois does not recognize certification of specialties in the practice of law. A certificate, award or recognition is not a requirement to practice law in Illinois.
Kentucky: Kentucky does not certify lawyers as specialists in any field.
Massachusetts: Any private certifying organization identified as certifying a lawyer in a particular service, field, or area of law is a private organization, whose standards for certification are not regulated by the Commonwealth of Massachusetts.
Mississippi: There is no procedure in Mississippi for approving, certifying or designating an attorney in a particular field of law.
New Jersey: No aspects of the Sites have been approved by the Supreme Court of New Jersey.
New York: Any private certifying organization identified as certifying a lawyer as such is not affiliated with any governmental authority. Certification granted by any state or territory other than the State of New York is not recognized by any governmental authority within the State of New York Certification is not a requirement for the practice of law in the State of New York and does not necessarily indicate greater competence than other attorneys experienced in this field of law.
Rhode Island: The Rhode Island Supreme Court licenses all lawyers in the general practice of law. The court does not license or certify any lawyer as an expert or specialist in any particular field of practice.
Virginia: There is no procedure in Virginia for approving, certifying or designating an attorney in a particular field of law.
Washington: The Supreme Court of Washington does not recognize certification of specialties in the practice of law. A certificate, award or recognition is not a requirement to practice law in Illinois.
The attorney advertising rules in California, Florida, Georgia, Louisiana, Maryland and Mississippi require Edwards Wildman to designate an attorney responsible for the advertising on the Sites and, in some cases, one of the offices or the office where services will be performed. The attorney so designated is the Firm’s General Counsel, presently Jeffrey Swope, who has general management oversight of lawyers and staff who maintain the Sites; the office most likely to perform the services is designated for Florida as 525 Okeechobee Blvd, Suite 1600, West Palm Beach, FL 33401, and for Louisiana as 111 Huntington Avenue, Boston, MA 02199-7613. For Mississippi, one office of the lawyers likely to perform the services is 111 Huntington Avenue, Boston, MA 02199-7613. Connecticut and New Jersey require that we include the name of a lawyer admitted in those respective states responsible for the Sites. Those lawyers are Scott Wofsy and George Talarico, respectively. For other states that require Edwards Wildman to include an office address of the firm, the firm designates the Boston office at the above address.
Edwards Wildman Palmer UK LLP is a limited liability partnership registered in England (registered number OC333092) and is authorised and regulated by the Solicitors Regulation Authority (SRA) and operates an SRA standard complaints procedure (see here). Members of Edwards Wildman Palmer UK LLP are either solicitors or registered foreign lawyers. Edwards Wildman is not authorized under the U.K. Financial Services and Markets Act 2000 to offer U.K. investment services to clients. In certain circumstances, as members of the U.K. Law Society, we are able to provide these investment services if they are an incidental part of the professional services we have been engaged to provide.
The VAT number of Edwards Wildman Palmer UK LLP is GB 232 9078 63. Edwards Wildman Palmer UK LLP has professional indemnity insurance from Pembroke Syndicate at Lloyd's, c/o Willis Limited, 51 Lime Street, London, EC3M 7DQ. The territorial coverage is worldwide.
We may, on occasion, be required to undertake anti-money laundering checks in order to verify the identity of our existing or prospective clients. Further information on these activities may be provided as part of the terms of our engagement.
3. Site Materials and Ownership
The Sites (including past, present and future versions) and all materials that are included in or are otherwise a part of the Sites, including, without limitation: graphics, layout, text, content, instructions, images, audio, videos, designs, advertising copy, trademarks, logos, domain names, trade names, service marks and trade identities; any and all copyrightable material (including source and object code); the “look and feel” of the Sites; the compilation, assembly and arrangement of the materials of the Sites; and all other materials related to the Sites (collectively, the “Materials”) are owned, controlled or licensed by Edwards Wildman and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties. Except as expressly set forth in these Terms or otherwise expressly granted to you in writing by Edwards Wildman, no rights (either by implication, estoppel or otherwise) are granted to you. Any and all rights to use any Materials not expressly granted to you under this Terms are hereby reserved for Edwards Wildman.
The entire contents of the Sites (including the Materials) are copyrighted under the United States, Hong Kong and United Kingdom copyright laws and/or similar laws of other jurisdictions. Without limitation, Edwards Wildman owns a copyright in the selection, coordination, arrangement and enhancement of the Materials on the Sites. Third-party content providers own the copyright in content that is original to them. “Edwards Wildman,” “Edwards Wildman Palmer” as well as other marks that may appear on the Sites, are the service and trademarks of Edwards Wildman. Without Edward Wildman’s prior written permission, you agree not to display or use, in any manner any such marks and all goodwill associated with any use by you thereof will inure exclusively to Edwards Wildman or their respective owners. The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of Edwards Wildman, unless and except as is expressly provided in these Terms. Any unauthorized use of the Materials is prohibited. You agree to abide by any and all additional trademark and copyright notices, information or restrictions contained in any part of the Sites.
4. Your License to Use Materials On Our Sites and Prohibited Activities
If you comply with these Terms, Edwards Wildman grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable license to download, copy, display, view and use the Materials publicly displayed on the Sites, to evaluate, or assist others in evaluating, the potential engagement of Edwards Wildman; so long as you do not do any of the following:
(a) remove, alter, or obfuscate any trademark, copyright and other proprietary notices contained in the Materials;
(b) without the prior written consent of Edwards Wildman, make derivative works of, or commercially distribute or otherwise exploit the Sites or any of its Materials, or use the Sites or any of its Materials in a manner that inaccurately suggests an association between you and Edwards Wildman or its licensors;
(c) reverse engineer, decompile, disassemble, reverse assemble, or modify any Sites’ source or object code or any software or other products, services, or processes accessible through any portion of the Sites, or attempt to discover any source code that the Sites use to generate its content or any software or other products or processes accessible through the Sites;
(d) insert or attach any code, device, technology or product to the Sites or Materials including, without limitation, those that monitors the Sites or its users, or negatively affects any user’s experience of the Sites or otherwise negatively affects the Sites, its users or Edwards Wildman;
(e) use any meta tags or any other “hidden text” utilizing any Edwards Wildman trademarks or trade names;
(f) engage in any activities through or in connection with the Sites that seek to attempt to, or do, harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Edwards Wildman;
(g) engage in any activity that interferes with a user’s access to the Sites or the proper operation of the Sites, or otherwise causes harm to the Sites, Edwards Wildman, or other users of the Sites;
(h) interfere with or circumvent any security feature of the Sites or any feature that restricts or enforces limitations on use of or access to the Sites or the Materials;
(i) monitor, gather, copy, or distribute such Materials (except as may be a result of standard search engine or activity or use of a standard Internet browser) on the Sites by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind;
(j) frame or utilize framing techniques to enclose any such Materials (including any images, text, or page layout); or
(k) otherwise use or exploit the Sites or any Materials in any way for any purpose except as specifically permitted by these Terms without the prior written consent of the managing partner of Edwards Wildman.
If you are a law firm or lawyer working for or as a part of professional corporation or association authorized to practice law, you may not distribute the Materials other than without modification and with specific attribution to Edwards Wildman.
5. Linking Policy
Edwards Wildman grants you the revocable permission to link to the Sites; provided, however, that your web site, or any third party websites that link to the Sites: (a) must not imply that Edwards Wildman or the Sites are endorsing or sponsoring it or its products or services, unless Edwards Wildman has given its prior written consent; (b) must not present false information about, or disparage, tarnish, or otherwise, in Edwards Wildman’s sole opinion, harm Edwards Wildman or its products or services; (c) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Edwards Wildman’s sole opinion); and (d) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Sites, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, Edwards Wildman reserves the right to prohibit linking to the Sites for any reason, in our sole and absolute discretion, even if the linking complies with the requirements described above.
6. Linked-To Websites and Dealings with Third Parties
The Sites may contain links to or from third-party websites (“Linked Websites”), including websites operated by third parties who may have business relationships with Edwards Wildman. Edwards Wildman may have no control over the content, operations, policies, terms, or other elements of Linked Websites, and Edwards Wildman does not assume any obligation to review any Linked Websites. Edwards Wildman does not endorse, approve, or sponsor any Linked Websites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Edwards Wildman is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Websites. Finally, Edwards Wildman will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Linked Websites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use, and rules issued by the operator of the Linked Websites. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Sites (including on or via Linked Websites) are solely between you and the third party and Edwards Wildman disclaims all liability in connection with therewith.
7. Disclaimer of Warranties
THE SITES, INCLUDING, WITHOUT LIMITATION, THE MATERIALS ON THE SITES, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EDWARDS WILDMAN AND EACH OF OUR EMPLOYEES, PARTNERS, OFFICERS, MEMBERS, AGENTS, VENDORS, AND CONTRACTORS (COLLECTIVELY, THE “EDWARDS WILDMAN PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITES; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITES; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITES; (D) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE SITES; AND/OR (E) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM EDWARDS WILDMAN OR VIA THE SITES. IN ADDITION, THE EDWARDS WILDMAN PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE EDWARDS WILDMAN PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITES OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITES OR THE SERVER THAT MAKES THE SITES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR OTHER MALWARE. THE EDWARDS WILDMAN PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITES IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. THE EDWARDS WILDMAN PARTIES DO NOT WARRANT THAT YOUR USE OF THE SITES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE EDWARDS WILDMAN PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.
BY ACCESSING OR USING THE SITES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITES.
8. Limitation of Liability/Waiver of Unknown Claims
UNDER NO CIRCUMSTANCES WILL THE EDWARDS WILDMAN PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (A) THE SITES; (B) THE MATERIALS; (C) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF, THE SITES; (D) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE EDWARDS WILDMAN PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITES; (E) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (F) ANY ERRORS OR OMISSIONS IN THE SITES’ TECHNICAL OPERATION; OR (G) ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, COMPUTER SOFTWARE, WIRELESS DEVICES, CELLULAR PHONE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE EDWARDS WILDMAN PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITES). IN NO EVENT WILL THE EDWARDS WILDMAN PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES, COUNTRIES, PROVINCES AND TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE EDWARDS WILDMAN PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED TEN UNITED STATES DOLLARS ($10.00 USD).
YOUR ACCESS TO AND USE OF THE SITES IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SITES OR ANY OF THE SITES’ MATERIALS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITES OR THE SITES’ MATERIALS.
BY ACCESSING THE SITES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
9. Indemnification
You agree to defend (if requested by Edwards Wildman), indemnify and hold harmless the Edwards Wildman Parties from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys’ fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) your use of the Sites or activities in connection with the Sites; (b) your breach or anticipatory breach of these Terms; (c) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (d) information or material transmitted through your computer or other device used to access the Sites, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (e) any misrepresentation made by you; or (f) the Edwards Wildman Parties’ use of your information. You will cooperate as fully required by the Edwards Wildman Parties in the defense of any claim. Notwithstanding the foregoing, the Edwards Wildman Parties retain the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of action which are brought against them herein under the terms and provisions of this Section. The Edwards Wildman Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Edwards Wildman Parties.
10. Governing Law
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THESE TERMS AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
11. No Class Actions
To the fullest extent permitted by applicable law, you agree that any and all disputes, claims and causes of action you may have in connection with or related to the Sites or these Terms will be resolved individually, without resort to any form of class action.
12. Arbitration
You and we agree that, to the fullest extent permitted by applicable law, any controversy or claim in connection with or related to the Sites or these Terms not otherwise resolved between you and Edwards Wildman will be settled solely by binding arbitration by a single neutral arbitrator who is a lawyer or retired judge in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), administered in accordance with the AAA’s Supplementary Procedures for Consumer-Related Disputes; provided, however, that any issues relating to Edwards Wildman’s intellectual property rights, including any such rights Edwards Wildman claims that may be in dispute, shall only be subject to arbitration if Edwards Wildman’s General Counsel agrees in writing to have such subject to arbitration. However, before either of us wants to arbitrate a dispute, we agree to send written notice to the other providing a description of the dispute, and the proposed resolution. We will send notice to you based on the contact information you have provided us and notice to us must be sent to: 111 Huntington Avenue, Boston, MA 02199 (USA), Attn: Jeffrey Swope. Edwards Wildman and you agree to make attempts to resolve any dispute. If the parties cannot resolve the dispute within forty-five (45) days of receipt of the notice to arbitrate, then either of us may submit the dispute to formal arbitration. If a party submits the dispute to formal arbitration hereunder and the AAA is unwilling or unable to set a hearing date within forty-five (45) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”), using its streamlined Arbitration Rules and Procedures, or any other mutually agreeable arbitration administration service.
In arbitration, there is no judge or jury and review is limited. However, just as a court would, the arbitrator must honor the terms and conditions in these Terms and can award the prevailing party(ies) damages and other relief. You and we each further agree that any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration or other proceedings with any claim or controversy of any other party; provided, however, that if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the dispute must be brought in court. If an in-person hearing is required, the arbitration hearing will be conducted in Boston, Massachusetts (unless prohibited by applicable law) and judgment on the arbitration award may be entered into any court having jurisdiction of it. The parties will pay the administrative and arbitrator’s fees in accordance with the applicable arbitration rules; provided, however, if applicable law requires Edwards Wildman to pay a greater portion of such fees in order for the arbitration provision to be enforceable, Edwards Wildman shall have the discretion to elect to pay such fees and proceed to arbitration. You can obtain procedures, rules, and fee information from the AAA at 1-800-778-7879 or www.adr.org and from JAMS at (949) 224-1810 or http://www.jamsadr.com. Discovery shall be permitted pursuant to the applicable arbitration rules. The arbitrator’s award will consist of a written statement stating the disposition of each claim, and will provide a statement of the essential findings and conclusions on which the award is based. The award shall be enforceable by any court with jurisdiction over the parties. Notwithstanding the foregoing, either of us may bring qualifying claims in small claims court.
13. Time Limitation on Claims
You and we agree that, to the fullest extent permitted by applicable, law, any claim or cause of action that you may have with respect to the Sites or these Terms must be commenced within one (1) year after the claim or cause of action arises or it will be forever barred.
14. Location of Sites and Territorial Restrictions
The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Edwards Wildman to any registration requirement within such jurisdiction or country. Edwards Wildman controls and operates the Sites (excluding its UK recruitment website) from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Sites are appropriate for use or access in other locations. Anyone using or accessing the Sites from other locations does so on his or her own initiative and is responsible for compliance with United States and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of the Sites and/or the provision of any content, program, product, service or other feature described or available thereon to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.
15. Updates to Terms
Edwards Wildman reserves the right to modify or add to these Terms at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Sites so that they are accessible via a link on the home page of the Sites, and that your use of the Sites after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the Sites. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Sites from that point forward.
16. Miscellaneous
These Terms cannot be changed or terminated orally. Any failure of Edwards Wildman to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver by Edwards Wildman of any provision of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Edwards Wildman. Edwards Wildman may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Edwards Wildman. If any provision of these Terms is held to be illegal, invalid, or unenforceable, then the provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The section titles in this Agreement are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these terms will not be construed against Edwards Wildman by virtue of Edwards Wildman having drafted them. Edwards Wildman reserves the right to deny access to all or part of the Sites to you or any person in its sole discretion without notice or liability of any kind. Any violation of these Terms may be referred to law enforcement authorities. These Terms constitutes the entire understanding and agreement between you and Edwards Wildman and supersedes any and all prior or inconsistent understandings relating to the Sites and your use of the Sites and services provided by the Sites.
17. Questions or Complaints
If you have questions about these Terms or complaints, you may contact us at:
or Director of Marketing, 111 Huntington Avenue, Boston, MA 02199, USA.
//End of Terms//
© 2013 Edwards Wildman Palmer LLP, Edwards Wildman Palmer UK LLP and Edwards Wildman Palmer, a Hong Kong firm of solicitors