Terms of Use & Disclaimer
Agile Counsel is made up of different legal entities, including Agile Counsel, PC, a professional law corporation registered in the State of California; Agile Counsel (Singapore) Pte. Ltd., a foreign law practice licensed by the Legal Services Regulatory Authority of Singapore (UEN 201943638K); and Agile Counsel Legal (Vietnam) LLC, a foreign law practice licensed by the Vietnam Ministry of Justice. This website is maintained by Agile Counsel, PC (“Agile Counsel”).
Please read these Terms of Use and our Privacy Policy carefully before using this website. These Terms of Use, Privacy Policy, and any other terms and policies posted on this website (collectively, the “Terms”), constitute the entire agreement between you and us regarding your use of this website and supersedes any prior agreements between you and us regarding such use. Using this website indicates that you accept the Terms. If you do not agree to the Terms, your sole remedy is to discontinue use of this website.
We provide this website to you subject to the following Terms, which may be updated by us from time to time without any notice to you. Any changes are effective upon posting, and you are responsible for regularly reviewing these Terms. Your continued use after a change has been posted constitutes your acceptance of those changes.
1. No Legal Advice. The information and materials (the “Materials”) on this website are general in nature and are intended for informational purposes only. The Materials do not constitute legal advice and may not apply to your specific situation or may be incomplete. Although we may update certain information on this website, some of the Materials may be outdated. You should not act or rely on any of the Materials on this website and should seek the advice of an attorney before taking any action.
2. No Tax Advice. Any tax information presented on this website is not intended to constitute a complete analysis of all tax considerations. Internal Revenue Service regulations generally provide that, for the purpose of avoiding United States federal tax penalties, a taxpayer may rely only on formal written opinions meeting specific regulatory requirements. The Materials presented on this website do not meet those requirements. Accordingly, such information is not intended or written to be used, and a taxpayer cannot use it, for the purpose of avoiding United States federal or other tax penalties or for the purpose of promoting, marketing or recommending to another party any tax-related matters.
3. No Attorney-Client Relationship. Your access to or use of this website is not intended to create, and does not create an attorney-client relationship between you and us. If you are not a current client and you communicate with us through this website, your communication may not be treated as privileged or confidential.
4. No Advertising or Solicitation. This website and its contents, including the Materials, is not intended to be an advertisement or solicitation, but may be deemed an advertisement in certain jurisdictions. Through this website, we do not seek to be retained by anyone in a jurisdiction where this website may fail to comply with all laws and ethical rules of that state. Prior results described on this website do not guarantee a similar outcome in future cases or transactions.
5. Jurisdictional Issues. This website is controlled and operated by us from our office in San Francisco, California, U.S.A., and is not intended to subject us to the laws or jurisdiction of any state, country, or territory other than that of California and of the United States of America. We do not represent or warrant that this website or the Materials, or any aspect thereof, are appropriate or available for use in any particular jurisdiction. Those who choose to access this website or Materials do so on their own initiative and at their own risk, and are responsible for complying with local laws. We may limit the availability of this website to any person, geographic area, or jurisdiction we choose, at any time in our sole discretion.
6. Governing Law and Arbitration. The Terms are governed by and shall be construed in accordance with the laws of the State of California, United States of America, without regards to its principles of conflicts of law. Any legal controversy or legal claim arising under or relating to the Terms, this website or the Materials, shall be settled by binding, final arbitration administered by the American Arbitration Association <www.adr.org> in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own attorneys' fees. By agreeing to binding arbitration, you waive and thereby eliminate your right to submit the dispute for determination by a court, thus waiving your right to a jury trial. The grounds for appeal of an arbitration award are very limited as compared to a court judgment or jury verdict. Notwithstanding the foregoing, Agile Counsel may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
7. Our Intellectual Property Rights. The Materials, including without limitation any and all text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein, are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.
8. Use of this website. For your personal, non-commercial and informational purposes, and subject to these Terms, you may (a) access and view this website and the Materials, and (b) make a limited number of prints, downloads and copies of the documents made available on this website, provided that you maintain all copyright and other notices in print outs or downloads on all copies. Any other use (and in particular, any commercial use) of the Materials, this website or its contents is not permitted. Except as expressly authorized by us, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Materials or this website in whole or in part. You are not permitted to use any automated means of compiling e-mail addresses from this website for the purpose of sending unsolicited commercial emails. Any rights not expressly granted herein are reserved.
9. Linking to this website. You may hyperlink to the home page of this website, but you may not frame or mirror this website or use any meta tags or any other “hidden text” using our name or trademarks. You must remove any hyperlink to this website upon our request.
10. Trademarks. Agile Counsel and our other logos, service marks and trademarks including Startup Counsel are trademarks (the “Marks”). Without our prior permission, you agree not to display or use in any manner, the Marks.
11. Termination. We reserve the right to change this website, including its contents, and to block or terminate access to or use of this website, including through usernames and passwords, at any time for any reason and without notice.
12. Third Party Sites. Any links on this website or in the Materials to third party sites are provided solely as a convenience to you and are not intended to state or imply that we sponsor, or are affiliated or associated with, the linked sites. Your privacy and conditions of your use at those websites are governed by the privacy policy and terms of use at that website and not our policies and terms.
13. No Warranties. THE WEBSITE AND THE MATERIALS, INCLUDING ALL INFORMATION PROVIDED THROUGH THIS WEBSITE, IS PROVIDED “AS IS” AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN, OR RELIANCE UPON, THE MATERIALS OR ANY INFORMATION IN THIS WEBSITE. ANY DOWNLOAD OF THE MATERIALS OR MATERIALS OTHERWISE OBTAINED THROUGH THIS WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
14. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES OR INJURY OF ANY KIND OR UNDER ANY LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE THIS WEBSITE OR THE MATERIALS, EVEN IF WE, OUR AFFILIATES AND/OR OUR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE AGGREGATE LIABILITY OF AGILE COUNSEL AND ANY AFFILIATED PARTY IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THIS WEBSITE, THE MATERIALS OR THESE TERMS SHALL NOT EXCEED US$100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST AGILE COUNSEL AND ANY AFFILIATED PARTY.
15. Indemnity. You agree to indemnify and hold us, and our subsidiaries, affiliates, directors, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of this website, the Materials, your connection to this website, your violation of the Terms, or your violation of any rights of another.
16. General. If any provision of this agreement is found for any reason to be unlawful, void, or unenforceable, then that provision will be deemed severable from this agreement and will not affect the validity and enforceability of any remaining provision. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. A party’s failure to insist upon or enforce strict performance of any provision of this agreement shall not be construed as a waiver of any provision or right.
Agile Counsel is a professional corporation; as such, it does not have partners, it has members who are the equivalent of shareholders. Because of the prevalence in the industry to refer to members as partners, we have referred to them as such throughout this website.
Last Updated: September 2023