Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

Last Modified: November, 2016

These Terms of Use, along with the Privacy Notice, all other notices and disclaimers, on this RStart website and any other terms of use, disclaimers or notices to which we refer which are located at reedsmith.com, which are incorporated herein by reference (together the “Terms”) state the terms and conditions under which you may use this website which includes all content, articles, posts, reports, data, templates, agreements, forms and any other materials made available on this website located at rstart.com (“RStart”). By accessing or using RStart in any way, you agree to follow and be bound by the Terms. If you do not agree to the Terms, you may not access or use RStart. The Terms are subject to change from time to time by Reed Smith. We will update the Terms on RStart and the “Last Modified” date will change. You should check the Terms each time you use RStart to determine if any changes have been made. If you use RStart after Terms have been amended, you will be deemed to have agreed to the amended Terms.

Reed Smith LLP is a limited liability partnership under the laws of the State of Delaware, USA. Reed Smith LLP is associated with, or affiliated to other “Reed Smith” entities. References in the Terms and on RStart to “Reed Smith” “us” “we” “our” are generally to the Reed Smith practices and entities which use the name “Reed Smith”.

The Terms limit the remedies available to you in the event of a dispute. The limitations are set out in the terms of use at the Reed Smith website (in particular we refer you to the section Site Content; Disclaimer and Limitation of Liability).

What is RStart? RStart is an online legal portal that provides users with legal information and access to Reed Smith templates, agreements and forms to use. RStart is for general informational purposes only; it is not intended to constitute specific legal advice or tax / accounting advice. RStart, any materials and content provided on RStart, are not a substitute for advice from qualified legal advisers and other accounting/tax professionals.

No Attorney-Client Relationship and confidentiality. Your use of RStart will not in itself create an attorney/lawyer– client relationship between you and Reed Smith. You agree that your access and use of RStart, including any contact you make with Reed Smith from RStart or by emailing or contacting any Reed Smith personnel named on RStart, does not create an attorney/lawyer -client relationship between you and Reed Smith. If you wish Reed Smith to act for you, our acceptance of instructions will be subject to our business onboarding systems which include our having engagement terms with you. You should not send us any confidential information in connection with your use of the RStart; as we are not your counsel such information may not be privileged or confidential between us. However, if you are an existing client of Reed Smith and you send an e-mail to Reed Smith pertaining to a matter in which Reed Smith then represents you, such e-mail may be entitled to be treated as confidential or privileged.

Notwithstanding the foregoing, you acknowledge that e-mail and the internet are generally insecure means of communication, and Reed Smith cannot guarantee the confidentiality of any e-mail sent to or received by it or any information submitted by you to Reed Smith through RStart.

Trademarks, Copyright & Database Rights. Copyright in the content of RStart (including without limitation all images, illustrations, designs, icons, photographs, video clips, trademarks, service marks, the “look” and “feel”, color combinations, button shapes, layout, design, graphical elements, arrangement of items, written and other materials that appear on RStart, HTML and other code and all copyrightable or otherwise legally protectable elements) and all database rights (collectively, the “Content”) are owned by Reed Smith or its licensors and are legally protected under intellectual property laws. The modification, copying, distribution or incorporation into any other work of part or all of any site or its Content in any form is prohibited except that you may print or download extracts for your commercial, informational and personal use only in connection with the start-up phase of your business. You may not authorize any third party to copy or adapt all or any part of any site or its Content. You may only use the RStart Documents as set out in these Terms.

All product names, names of services, trademarks and service marks (“Marks”) are the property of Reed Smith, or the property of their respective owners, as indicated. You may not use the Marks for any purpose whatsoever other than as permitted by the Terms. All rights are reserved.

Acceptable Use As a condition of use, you agree not to use RStart for any purpose that is prohibited by the Terms or by applicable law. We refer you to “Acceptable Use” of Reed Smith websites.

Use of RStart Documents RStart provides you with access to templates, agreements and forms for your use (“RStart Documents”) as well as government issued pro-formas.  You understand that the RStart Documents do not provide legal or tax advice nor does the provision of access to them constitute  the practice of law, and that each of the RStart Documents, and any related guidance, is not specific to your circumstances or position.

Reed Smith grants you a limited, non-exclusive, non-transferable and non sublicensable license to use and modify RStart Documents for your commercial, informational and personal use only in connection with the start up phase of your business. You may not authorize any third party to use or modify all or any part of any site or its Content or any RStart Documents.

Except as stated above, you acknowledge and agree that you have no right to modify edit, copy, reproduce, create derivative works of, alter, enhance or in any way exploit any of the RStart Documents in any manner. RStart Documents may not be sold, or distributed without the express written consent of Reed Smith.

Your use of RStart Documents will also be subject to your agreement to the terms on our “Contract Express” document generator.

Export Control You may not access, download, use or export materials on RStart in violation of United States export laws or regulations or in violation of any other applicable laws or regulations.

Use of Cookies and Privacy This website uses cookies. For information on how we use cookies see reedsmith.com

Privacy Our Privacy Policy is available here reedsmith.com

No Advertising or Solicitation RStart is not intended to be an advertisement or solicitation, but may be deemed an ADVERTISEMENT in certain jurisdictions. Prior results do not guarantee a similar outcome. Each representation has unique facts and circumstances that may impact results.

Material Provided by You You agree to ensure that all material you send or upload to RStart is legal, is not offensive and does not infringe our rights, those of any third party or the provisions of the Terms.

You acknowledge and agree that any questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original or creative materials or other information or materials regarding RStart that you provide to us (the “Comments”) in the form of email, using our Contact tool or other submissions to us, or any postings on RStart, are (as between you and Reed Smith) non-confidential and shall become the sole property of Reed Smith.

Reed Smith shall own, and you hereby assign to Reed Smith, all exclusive rights, including all intellectual property rights, and Reed Smith shall be entitled to the unrestricted use and dissemination of such Comments for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Third Party Information We may hyperlink to or otherwise make third party information available on RStart. We do not endorse or approve of any such third party information or such third parties. If you decide to access linked third party sites, or contact third parties who feature on RStart, 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 the third party sites before you use them.

IRS Circular 230 Any discussion of U.S. tax matters contained herein (including any RStart Documents available at the Site) is not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party any transaction or other matter. The foregoing language is intended to satisfy the requirements under the regulations in Section 10.35 of Circular 230.

Termination Reed Smith reserves the right, without notice and in its sole discretion, to terminate your license to use RStart, and to block or prevent your future access to the RStart.

Indemnification You agree to defend Reed Smith (its related entities, partners, members, directors, employees or agents) (the “indemnified parties”) against all claims, demands, or actions arising from or incurred as a result of your breach of these Terms (“Claim”) and you shall indemnify and hold the indemnified parties harmless from and against any expenses, losses, damages and costs (including but not limited to reasonable legal costs and disbursements) resulting from any such Claim. We have the right, at our expense, to assume exclusive defense against any Claim and all negotiations for settlement and you agree to cooperate with us, at our request, in the defense of any such Claim.

Disclaimer and Limitation of Liability We refer you the provisions in our Terms which apply to all our Sites including RStart. which limit our obligations for RStart and our liability to you.

Without limiting the foregoing, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF RSTART, INCLUDING RSTART DOCUMENTS, IS AT YOUR RISK, AND RSTART AND THE RSTART DOCUMENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. REED SMITH, AND ANY OTHER REED SMITH ENTITIES, THEIR MEMBERS, PARTNERS OR DIRECTORS, EMPLOYEES AND AGENTS (TOGETHER “REED SMITH PERSONS”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT) RELATED TO RSTART, INCLUDING THE RSTART DOCUMENTS.

Further Information Questions regarding the Terms or notifications of any errors should be directed to the Privacy Administrator at Reed Smith, email at rswebsite@reedsmith.com, or by mail in the United Kingdom to The Broadgate Tower, 20 Primrose Street, London EC2A 2RS or, in the United States to 225 Fifth Avenue, Pittsburgh, PA 15222.