PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

Last Updated: 9/20/24

These Terms of Use, along with all other agreements, disclaimers, and disclosures displayed on the Cooley GO website (the “Terms“) state the terms and conditions under which you may use the website (located at www.cooleygo.com(opens in a new tab), the “Site“). By accessing or using the Site in any way, including using the data, text, reports, templates, agreements, chat functionality, and other materials made available or enabled via the Site (the “Cooley GO Materials“), clicking on the “I accept” button, and/or browsing the Site, you agree to follow and be bound by these Terms. These Terms govern (1) the information made available or enabled via the Site; (2) the nature of the relationship between you and Cooley LLP or, if you reside in the UK, Cooley (UK) LLP, or, if you reside in Hong Kong, Cooley HK, or, if you reside in Singapore, Cooley SG LLP (“Cooley“); (3) certain other matters of professional responsibility; and (4) your use of this Site, the Cooley GO Materials, and related systems (collectively, the “Cooley GO Site“). If you do not agree to these Terms, do not access or use the Cooley GO Site.

PLEASE READ THESE TERMS CAREFULLY AND BE AWARE THAT SECTION 11 PROVIDES THAT , UNLESS YOU OPT OUT WITHIN 30 DAYS OF AGREEING TO THESE TERMS, ALL DISPUTES BETWEEN YOU AND US, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 11 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  The foregoing may not apply if you reside in certain jurisdictions, including the UK and the EU.

PLEASE NOTE THAT THE TERMS OF USE ARE SUBJECT TO CHANGE BY COOLEY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Cooley will make a new copy of the Terms of Use available on the Cooley GO Site. We will also update the “Last Updated” date at the top of the Terms of Use. You should check these Terms of Use, available through a link on every page of the Cooley GO Site, each time you use the Cooley GO Site to determine if any changes have been made. If you use the Cooley GO Site after the amended Terms of Use have been posted, you will be deemed to have agreed to the amended Terms of Use.

1. No Legal or Tax Advice. The Cooley GO Site is an online portal that provides users with general information and access to certain self-help, “fill in the blank” forms (the “Forms“). The Cooley GO Site is not intended to constitute specific legal, tax and/or accounting advice or to be a substitute for advice from qualified counsel and other tax or accounting professionals. Any opinions expressed on the Cooley GO Site are the opinions of the particular author and may not reflect the opinions of Cooley or any individual attorney. Without limiting the foregoing, the Cooley GO Site may not reflect recent developments in the law, may not be complete, and may not be accurate in, or applicable to, your jurisdiction. Because the Cooley GO Site is general in nature and may not pertain to your specific circumstances, you should not act or refrain from acting based on any Cooley GO Materials. Instead, you should consider obtaining advice from professional counsel qualified in the applicable subject matter and jurisdiction.

2. No Attorney-Client Relationship. Cooley has a policy of entering into attorney-client relationships with its clients only in accordance with certain procedures, which include executing an engagement letter and addressing conflicts of interest as required by applicable Rules of Professional Conduct in the jurisdictions in which Cooley maintains offices in the US, the Solicitors Regulation Authority (SRA) in the UK, the Law Society of Hong Kong, and the Law Society of Singapore. You agree that your access and use of the Cooley GO Site, your transmission of e-mails to addresses on the Cooley GO Site, or other communications via the Cooley Go Site, do not create an attorney-client relationship between Cooley and you or your company. You should not send us any confidential information in connection with your use of the Cooley GO Site. Such communications will not create an attorney-client relationship, and whatever you disclose to us will not be privileged or confidential.

3. Other Matters of Professional Responsibility.

3.1 Attorney Advertising. The Cooley GO Site may be deemed an ATTORNEY ADVERTISEMENT in certain jurisdictions.  Prior results do not guarantee a similar outcome. Each situation has unique facts and circumstances that may affect results and the information provided on the Cooley GO Site may not be applicable to your situation.

3.2 Sensitive Communications. You agree that e-mails or other communications sent by you to Cooley will not be treated as confidential or privileged; provided, however, that if you are an existing client of Cooley and you send an e-mail to Cooley pertaining to a matter in which Cooley 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 media of communication, and Cooley cannot guarantee the confidentiality or security of any e-mail sent to Cooley or any information submitted to Cooley through the Cooley GO Site.

3.3 Principal Office, Responsible Attorney. Cooley has offices in a number of locations, and no individual Cooley attorney is admitted to practice in all locations where we have an office. To the extent applicable rules require us to designate a principal office and/or a single attorney responsible for the Cooley GO Site, Cooley designates its Palo Alto, California office as its principal office and Peter Werner as the person responsible for the Cooley GO Site.

4. Ownership. You acknowledge that the Cooley GO Site is 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 now existing or hereafter developed. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Cooley GO Site. You are granted a limited, non-sublicensable license to access and use the Cooley GO Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the Cooley GO Materials for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (1) any resale or commercial use of the Cooley GO Site; (2) the distribution, public performance or public display of all or any portion of the Cooley GO Site; (3) modifying or otherwise making any derivative uses of the Cooley GO Site; (4) use of any data mining, robots or similar data gathering or extraction methods; (5) downloading (other than the page caching) of any portion of the Cooley GO Site, except as expressly permitted on the Cooley GO Site; (6) making any portion of the Cooley GO Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (7) using any automatic or manual process to harvest information from the Cooley GO Site; or (8) any use of the Cooley GO Site for other than its intended purpose. Unless expressly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

4.1 Use of Legal Forms. You understand that the download and/or use of a Form is neither legal nor tax advice nor does it constitute the practice of law, and that each Form and any applicable instruction or guidance is not customized to your particular needs.  Because the Forms are general in nature and may not pertain to your specific circumstances, you should consider obtaining advice from professional counsel qualified in the applicable subject matter and jurisdiction.

4.2 License to Use. Cooley grants you a limited, personal, non-exclusive, non-transferable license to use our Forms for your own personal internal business use. Except as otherwise provided and to the extent permitted under applicable law, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Forms in any manner, except for modifications in filling out the Forms for your authorized use. You shall not remove any copyright notice from any Form.

4.3 Resale of Forms Prohibited. By downloading Forms, you agree that the Forms you download may only be used by you for your personal or internal business use and may not be sold or redistributed without the express written consent of Cooley.

4.4 Linking and Framing. We prohibit the use of any links to the Cooley GO 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 the Cooley GO Site with any other website without our prior written permission.

5. Limited Permission to Download. Cooley hereby grants you permission to download, view, copy and print the Cooley GO Materials solely for your personal, informational, non-commercial use, provided that (1) where provided, the copyright and trademark notices appearing on any Cooley GO Materials not be altered or removed, (2) the Cooley GO Materials are not used on any other website or in a networked computer environment, and (3) the Cooley GO Materials are not modified in any way, except for authorized editing or downloadable forms for personal use, and (4) the Cooley Go Materials are not used to directly or indirectly create, train, develop or improve any proprietary or third party machine learning, large language models or artificial intelligence services. This permission terminates automatically without notice if you breach any of the provisions of these Terms. Any unauthorized use of the Cooley GO Site may violate copyright laws, trademark laws, laws of privacy and publicity, data protection laws and communications regulations and statutes. Cooley does not grant you any rights in its trademarks.

6. Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF THE COOLEY GO SITE, INCLUDING THE FORMS AND CHATBOT, IS AT YOUR SOLE RISK, AND THE COOLEY GO SITE, INCLUDING THE FORMS AND CHATBOT, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COOLEY AND ITS PARTNERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “COOLEY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO THE COOLEY GO SITE, INCLUDING THE FORMS AND CHATBOT, INCLUDING BUT NOT LIMITED TO, THE IMPLIED TERMS, WARRANTIES OR CONDITIONS OF MERCHANTABIILTY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6.1 The Forms may not be appropriate for your particular circumstances. Furthermore, local laws, state laws or national 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 Forms are only samples and may not be applicable to a particular situation.

6.2 The Cooley GO chatbot is designed to provide general information on various topics, including those related to Cooley and emerging companies; however, our chatbot is an automated system, and we cannot guarantee the accuracy, completeness, or up-to-date nature of the information provided. By using the chatbot, you understand that the chatbot’s responses may not be accurate, complete or up to date, and that Cooley is not liable for any damages or losses incurred as a result of relying on the chatbot’s responses.

7. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ANY OF THE COOLEY PARTIES BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS WHETHER DIRECT OR INDIRECT OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE COOLEY GO SITE WHETHER OR NOT COOLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF THE COOLEY PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE COOLEY GO SITE SHALL NOT EXCEED $100 (USD), AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST THE COOLEY PARTIES.

8. Indemnification. You agree to indemnify, hold harmless, and make the Cooley Parties whole for any and all claims, losses, liabilities, damages, and expenses (including attorneys’ fees) arising from your use of the Cooley GO Site or any violation of these Terms, including any claims that the information or forms provided were inaccurate or insufficient for your purposes.

9. Responsibility for User Content.

9.1 Types of Content. You acknowledge that you, and not Cooley, are entirely responsible for all information, data text, messages and/or other materials (“Content“) that you upload, post, e-mail, transmit or otherwise make available (“Make Available“) through the Cooley GO Site (“Your Content“), and other users of the Cooley GO Site, and not Cooley, are similarly responsible for all Content they Make Available through the Cooley GO Site.

9.2 No Obligation to Pre-Screen Content. You acknowledge that Cooley has no obligation to pre-screen Content (including but not limited to Your Content and other Content uploaded, posted, transmitted or otherwise made available by third parties on the Cooley GO Site), although Cooley reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text or voice communications. In the event that Cooley pre-screens, refuses or removes any Content, you acknowledge that Cooley will do so for Cooley’s benefit, not yours. Without limiting the foregoing, Cooley shall have the right to remove any Content that violates the Terms, violates any applicable laws, regulations or codes, or is otherwise objectionable.

9.3 Storage. Cooley has no obligation to store any of Your Content that you Make Available on the Cooley GO Site (although it may choose to do so). Cooley has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage or transmission of other communications originating with or involving use of the Cooley GO Site.

9.4 Personal Data. Where Your Content contains your personal data (such as your name and voice), Cooley will collect, use and disclose your personal data in compliance with all applicable personal data protection laws and our Privacy Notice.  By using the Site you agree and consent to our processing of your personal information.  We may collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from your access to, and use of the Site.  We may create aggregated, de-identified and/or anonymized data from personal information and non-personally identifiable data we collect.  We make personal information into de-identified or anonymized data by removing information that makes the data personally identifiable to you.  We may use this aggregated, de-identified or otherwise anonymized data and share it with third parties for our lawful business purposes, including to analyze and improve the Service and promote our business and will not attempt to reidentify any such data.   .

9.4 Consent to Recording of Calls and Interactions with our Site. You acknowledge and agree that any interactions between you and Cooley may be recorded and/or monitored for training, quality assurance or other business purposes. You also agree that we and our third-party service providers may record and use information about your interactions with the Cooley GO Site and your communications with us (including, via chat features) for quality assurance, research, development and other purposes as described in our Privacy Notice.

9.5 Disclosure of Your Content. Cooley is entitled, except to the extent prohibited by applicable law, to use and disclose Your Content to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for technical support or other services, or (e) protect the rights, property or personal safety of Cooley, its users or the public, and all enforcement or other government officials, as Cooley in its sole discretion believes to be necessary or appropriate.

10. Acceptable Use Policy. As a condition of use, you agree not to use the Cooley GO Site for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third party to) (1) take any action or (2) Make Available any Content on or through the Cooley GO Site that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity, personal data or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without Cooley’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of Cooley; (f) interferes with, or attempts to interfere with, the proper functioning of the Cooley GO Site or uses the Cooley GO Site in any way not expressly permitted by the Terms; or (g) attempts to engage in, or engages in, any potentially harmful acts that are directed against the Cooley GO Site, including but not limited to violating or attempting to violate any security features of the Cooley GO Site, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Cooley GO Site, introducing viruses, worms, or similar harmful code into the Cooley GO Site, or interfering or attempting to interfere with use of the Cooley GO Site by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Cooley GO Site.

11. Dispute Resolution.

11.1 Arbitration of Disputes. Subject to the terms of this agreement to arbitrate (“Arbitration Agreement”), you and Cooley agree that all disputes or claims between you and Cooley that arise out of or relate in any way to your use of or access to the Services or the Cooley’s site, or to these Terms, including prior versions of these Terms, (each, a “Dispute”) will be resolved by binding arbitration.  By entering into this Arbitration Agreement, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.  This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of these Terms containing an arbitration provision.  This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

11.2 Informal Dispute Resolution. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Cooley agree to try to first resolve Disputes informally by contacting the other party in writing (the “Notice of Dispute”).  If the Dispute is not resolved within 45 days after submission of the Notice of Dispute, you or Cooley may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding.  Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process. You and Cooley agree that any Dispute subject to arbitration under this Arbitration Agreement not resolved informally must be filed in arbitration within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.

11.3 Arbitration Procedures.  The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act (the “FAA”), 9 U.S.C. § 1 et seq.  You and Cooley agree that JAMS will administer the arbitration in accordance with the JAMS Comprehensive Arbitration Rules & Procedures, or, by mutual agreement of the parties after the arbitration is initiated, the JAMS Streamlined  Arbitration Rules & Procedures, (collectively, “JAMS Rules”), as modified by this Arbitration Agreement, in effect at the time of arbitration, except as supplemented, where applicable, by the JAMS Mass Arbitration Procedures and Guidelines (the “JAMS Mass Arbitration Procedures”) (all sets of rules are currently available at www.jamsadr.org or by calling JAMS at 1-800-352-5267), and as modified by this Arbitration Agreement.  All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of subsection 11.6 below.  The arbitration will be conducted in San Francisco, California, unless the parties agree to another location or the Batch Arbitration process is triggered per subsection 11.7 below.  The arbitrator shall issue a final, binding written award, which may be entered in any court having jurisdiction.

11.4 Confidentiality. To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential. 

11.5 Arbitration Fees.  The JAMS Rules and/or JAMS Mass Arbitration Procedures shall govern the payment of arbitration fees.  The parties shall bear their own attorneys’ fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

11.6 No Class or Representative Actions.  You and Cooley agree that, by entering into this Arbitration Agreement, ALL PARTIES MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.  The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.    If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and Cooley  agree that only that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California.  

11.7 Batch Arbitration.  Notwithstanding subsection 1.6 above, to increase the efficiency of administration and resolution of arbitrations, you and Cooley agree that, in the event there are ten (10) or more individual Requests of a substantially similar nature (i.e., Requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against Cooley by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).  If there is any dispute about the applicability of these Batch Arbitration procedures, JAMS shall appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). The Administrative Arbitrator’s fees shall be paid by Cooley.

11.8 30-Day Right to Opt Out.  You have the right to opt out of this Arbitration Agreement.  If you do not wish to be bound by this Arbitration Agreement, you must send written notice to Cooley within thirty (30) days of first accepting any version of these Terms containing an Arbitration Agreement.  You must send this notice to CooleyGoNotices@cooley.com and must include: (1) your name and address; (2) the email address you used to set up your Cooley account (if you have one); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements you may currently have, or may enter in the future, with us.

11.9 Changes to the Arbitration Agreement. The parties agree that Cooley retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying Cooley within thirty (30) days of that change at CooleyGoNotices@cooley.com. Unless you reject the change within thirty (30) days, your continued use of the Cooley Site and/or Services constitutes your acceptance of the change.  Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in subsection 1.6 above. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this Arbitration Agreement, as modified by any changes to the Arbitration Agreement you did not reject. Cooley will continue to honor any valid opt outs to the Arbitration Agreement, and you do not need to submit a rejection of future changes to this Arbitration Agreement if you properly opted out per the requirements in subsection 1.6 above.

11.10 Dispute Resolution: Users in the UK or the EU. If you reside in the UK or the EU, any claim or dispute arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

11.11 Governing Law. The Terms, and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. If you reside in the UK or the EU, the Terms and any dispute or claim arising out of or in connection with them or their subject matter of formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

12. General.

12.1 Termination. Notwithstanding any of these Terms, Cooley reserves the right, without notice and in its sole discretion, to terminate your license to use the Cooley GO Site, and to block or prevent your future access to the Cooley GO Site.

12.2 Submissions. You acknowledge and agree that any questions, comments, suggestions, feedback, ideas or other information or materials regarding the Cooley GO Site (the “Feedback“) that is provided by you in the form of e-mail or other submissions to Cooley, or any postings on the Cooley GO Site, are (as between you and Cooley) non-confidential and shall become the sole property of Cooley. Cooley shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you.

12.3 IRS Circular 230. Any discussion of U.S. tax matters contained herein (including any Cooley GO Materials 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.

12.4 Third Party Information. We may hyperlink to or otherwise make third party information available on the Cooley GO Site. This is done solely for the purposes of convenience. 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, 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.

12.5 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.6 Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

12.7 Export Control. You may not access, download, use or export the Cooley GO Site in violation of United States export laws or regulations or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority and to assume sole responsibility for obtaining licenses to export or re-export as may be required. You acknowledge and agree that the Cooley GO Materials may be subject to the United States Export Administration Laws and Regulations and agree that none of the Cooley GO Materials or any direct product therefrom is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or used for any prohibited purpose.

12.8 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.