Startup Forms Library:
Terms and Disclaimers

Last Updated: February 22, 2016

By using the Startup Forms Library, you agree to the following:

No Attorney-Client Relationship

The Startup Forms Library including the document descriptions and help resources (the “Forms Library”), and the documents produced by the Forms Library (the “Documents”) have been prepared by Clerky, Inc. and Orrick, Herrington & Sutcliffe LLP for general informational purposes only and do not constitute advertising, a solicitation or rendering of legal or business advice, either generally or in connection with any specific issue or case. Neither the availability, operation, transmission, receipt nor use of the Forms Library or the Documents is intended to create, or constitutes formation of, an attorney-client relationship or any other special relationship or privilege. Any information provided in connection with use of the Forms Library or the Documents is not privileged or confidential. These materials are intended for general informational and educational purposes only. You should not rely upon the Forms Library or the Documents for any purpose without seeking legal advice from licensed attorneys in the relevant state(s).

Compliance with Laws

You agree to use the Forms Library and the Documents in compliance with all applicable laws, including applicable securities laws, and you agree to indemnify and hold Clerky, Inc. and Orrick, Herrington & Sutcliffe LLP harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply.

Disclaimer of Liability

THE FORMS LIBRARY AND THE DOCUMENTS ARE PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THE FORMS LIBRARY AND THE DOCUMENTS. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

Clerky, Inc. and Orrick, Herrington & Sutcliffe LLP expressly disclaim all liability, loss or risk incurred as a direct or indirect consequence of the use of the Forms Library or the Documents. By using the Forms Library or the Documents, you waive any rights or claims you may have against Clerky, Inc. and Orrick, Herrington & Sutcliffe LLP in connection therewith. The information contained in the Forms Library and the Documents is provided only as general information and may not reflect the most current market and legal developments and may not address all relevant business or legal issues; accordingly, information in the Forms Library or the Documents is not promised or guaranteed to be correct or complete. Further, Clerky, Inc. and Orrick, Herrington & Sutcliffe LLP do not necessarily endorse, and are not responsible for, any third-party content that may be accessed through the Forms Library or the Documents.

Clerky, Inc. and Orrick, Herrington & Sutcliffe LLP at their sole discretion may choose to change the terms, conditions and operation of the Forms Library and the Documents at any time. Clerky, Inc. and Orrick, Herrington & Sutcliffe LLP, at their sole discretion, reserve the right to refuse to provide you access to the Forms Library and the Documents. You agree that Clerky, Inc. and Orrick, Herrington & Sutcliffe LLP shall not be liable to you for loss or damages that may result from our refusal to provide access to the Forms Library or the Documents.

Authorized Use

Subject to your compliance with the Forms Library Terms and Disclaimers, Clerky, Inc. and Orrick, Herrington & Sutcliffe LLP make the Documents available for use by a startup in conducting its own affairs, ideally with the assistance of an attorney or through Clerky. Removal or alteration of footers contained in the Documents is prohibited. All other rights are reserved.

Use by Agents

You agree that, if an agent (e.g., an attorney, an employee, etc.) uses the Forms Library or the Documents on your behalf, you are nonetheless bound as a principal by all terms and conditions herein.

Circular 230 Compliance

IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication, unless expressly stated otherwise, was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matter(s) addressed herein.


General Guidelines for Documents

You should not use or make substantive changes to any of the Documents without consulting your attorney. We are constantly improving and updating the Documents to keep up with developments in the law and in what's “standard” in the market. As such, you should check here periodically to determine whether you have the latest Documents available.

Consult your attorney with questions about the Documents and for assistance with your specific circumstances.

Please send feedback about the Documents to support@clerky.com.