June 12, 2017

Welcome to the Latham & Watkins LLP ("Latham & Watkins") Emerging Companies Microsite and Document Generator (the "Microsite"). By accessing or using this Microsite, you indicate that you have read and understand these Microsite Terms of Use, our Attorney Advertising & Terms of Use, and our Privacy and Cookies Policy (collectively, the "Terms of Use"), acknowledge that all of the Terms of Use apply to your use of this Microsite, and agree to be bound by the Terms of Use.  You must accept these Terms of Use in order to use the Microsite. If you have questions about the Terms of Use, immediately stop all use of the Microsite and contact webmaster@lw.com. These Terms of Use may periodically change without notice, so you should check the Terms of Use before every use of the Microsite.  When the Terms of Use change, the date of the latest revision will appear at the top of this page.

A. No Legal Services or Attorney Client Relationship

Although the Microsite provides information concerning potential legal issues associated with the formation of new companies, it is not a substitute for legal advice from qualified counsel. Content provided and documents generated through the Microsite are for your informational purposes only, and may not be suitable for your unique tax, business or other specific circumstances.  You should not and are not authorized to rely on the Microsite as a source of legal or tax advice. Your use of the Microsite does not create any attorney-client relationship between you and Latham & Watkins.

The Microsite may contain contact information for many Latham & Watkins attorneys. The mere act of contacting a Latham & Watkins attorney, however, does not create an attorney-client relationship.  If you wish to become a client of Latham & Watkins, you must contact an appropriate Latham & Watkins attorney, and explicitly negotiate a retention. The Microsite is not an invitation to form an attorney-client relationship.

Unless you have an attorney-client relationship with Latham & Watkins, we are not obliged to keep confidential information you may send us and no attorney-client privilege will apply to information provided to us.  Under no circumstances, therefore, should you send confidential information to an attorney or employee of Latham & Watkins unless you have been authorized to do so by a Latham & Watkins attorney or you have a pre-existing documented attorney-client relationship with Latham & Watkins.

The contents of the Microsite may be considered advertising for legal services under the laws and rules of professional conduct of the jurisdictions in which we practice.

B. Existing Clients of Latham & Watkins

Existing clients of Latham & Watkins are welcome to use the Microsite; provided, however, that by using the Microsite, you agree that:

  1. the content contained on the Microsite and the documents generated through the Microsite are not tax or legal advice,
  2. your use of this Microsite is entirely at your own risk, is based solely on the information you enter into the Microsite and is no substitute for contacting your attorneys at Latham & Watkins and obtaining their advice,
  3. your use of the Microsite is entirely free of charge and that no portion of any legal fees or charges paid to Latham & Watkins is in exchange for your use of the Microsite, and
  4. you irrevocably waive any right to claim that the content provided on the Microsite or any documents generated through the Microsite constitute legal services or legal advice.

C. You Should Seek Tax and Legal Advice

You should consult your tax and legal advisor regarding the tax and legal consequences of forming or incorporating your business and the issuance of securities to officers, directors, employees, investors and service providers.  There are many alternative approaches available to address your needs, but selecting the one most suitable for your particular circumstances requires professional tax and legal advice.  Choosing an inappropriate alternative could result in significant tax liabilities and legal, financial or operational problems in the future.

D. Information Provided to the Microsite

You will be prompted to provide certain information to generate materials using the Document Generator.  By submitting information to the Document Generator, you represent and warrant that you have all necessary right and authority to provide such information and that such information is not confidential.  Our use of any such information is subject to our Privacy and Cookies Policy.  Latham & Watkins cannot guarantee the security of any such information or the materials generated by the Document Generator, and we cannot guarantee that such information or materials will not be deleted, lost or error free.

E. No Warranties and Limitation of Liability

USE OF THE MICROSITE AND ANY MATERIALS GENERATED THROUGH THE MICROSITE IS ENTIRELY AT YOUR OWN RISK.  Information provided on the Microsite and documents generated through the Microsite are provided "as is" without warranty of any kind, either express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose or noninfringement.  Some jurisdictions do not allow the exclusion of implied warranties, so these exclusions may not apply to you.

Latham & Watkins periodically adds changes, improves or updates the information and documents on the Microsite without notice. Latham & Watkins is not under any obligation to update the materials on the Microsite or to keep you advised of any legal developments.  Latham & Watkins assumes no liability or responsibility for any errors or omissions in the content of the Microsite. 

The results obtained through use of the Microsite will depend mostly upon the information entered by you into the Document Generator.  By using the Microsite, you waive any rights or claims you may have against Latham & Watkins its suppliers or any other party involved in creating, producing or delivering the Microsite's contents (collectively, the “Content Providers”).  Under no circumstances and under no legal theory shall any Content Provider be liable to you or any other person for any direct, indirect, special, incidental or consequential damages of any character arising from your access to, or use of, the Microsite.

F. IRS Circular 230 Compliance

To ensure compliance with Treasury Department and IRS regulations, we inform you that any discussion of tax matters or any other information on the Microsite or in any documents viewed or generated through the Microsite is not intended to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.