These Terms of Use (“Terms”) govern the use of Kilpatrick Townsend & Stockton LLP’s (“Kilpatrick Townsend”, “we”, “us” or “our”) extranet service (“the Extranet”).  Kilpatrick Townsend provides the Extranet to facilitate legal work for you, our client (“you” or “your”). These Terms also apply to any of your employees or agents who have access to and/or use the Extranet on your behalf.

BY ACCESSING AND USING THE EXTRANET, YOU, AND YOUR EMPLOYEES AND AGENTS, ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS SET FORTH BELOW. YOUR USE OF THE EXTRANET SHALL INDICATE YOUR ACCEPTANCE OF THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, PLEASE REFRAIN FROM USING THE EXTRANET.

Use

The Extranet is provided to our clients for their internal use only in connection with the legal services we provide.  You agree to use the Extranet solely for your internal legal and business purposes and not for any commercial, improper, or unauthorized use.

Kilpatrick Townsend grants you a personal, limited, non-exclusive, non-transferable license to access and use the Extranet and associated software, technology, tools, materials, and contents for your internal legal and business purposes only.  Any rights not expressly granted herein are reserved. 

Kilpatrick Townsend reserves the right to at any time and for any reason to change, suspend, discontinue, or terminate all or any part of the Extranet, including any materials or content.  Additionally, we may discontinue your access to the Extranet if our representation of you is terminated for any reason. 

We also have the right, but not the obligation, to establish general practices and limits concerning use of the Extranet and to monitor use for compliance with these Terms.

You agree not to, directly or indirectly:  (1) access or attempt to access, view, modify, copy, or disclose any files or data for which you do not have specific permission; (2) upload, communicate, or transmit any material that in any way infringes any third party’s intellectual property right or is unlawful or inappropriate; and (3) transmit any material that contains computer viruses, Trojans, worms, logic bombs, or any other computer code or other material which is malicious or technologically harmful.

Privileges

Certain communications between clients and their attorneys are protected by the attorney-client privilege and/or constitute attorney work product. Thus, you should not share documents or other information obtained from the Extranet with third parties, or access such confidential information in a public forum or via a publicly accessible or shared device, or take any other action that could waive the attorney-client and/or attorney work product privileges with respect to information or documents on the Extranet.

Content

Any content and materials displayed or downloaded from our Extranet are not intended to constitute definitive legal advice or a complete statement of the law on any subject.

To the extent you submit any content or materials for uploading onto the Extranet, you warrant that you have the rights to submit such materials and that prior to delivery, you have used comprehensive and up to date virus checking technology to scan such for viruses.

Accounts, Passwords, and Security

You must use a login ID, password, and/or other authentication (“Credentials”) in order to access and use the Extranet.  You are responsible for maintaining the confidentiality of your Credentials, for ensuring that your Credentials are not accessed by or disclosed to any third party, and for any and all activity that occurs via access to the Extranet using your Credentials. You agree to notify Kilpatrick Townsend immediately upon learning of any unauthorized use of your Credentials or any other unauthorized access or breach of security. You agree to comply with reasonable requests from Kilpatrick Townsend necessary to maintain the security of the Extranet and its materials and content.

Kilpatrick Townsend will not be liable for any loss or damage arising from your failure to comply with these obligations, or any other obligations set forth in these Terms.

Privacy

Please review our Privacy Policy[A1]  to understand Kilpatrick Townsend’s privacy practices regarding your use of the Extranet.

Disclaimer

Kilpatrick Townsend uses reasonable measures to maintain the security of the Extranet and its content and materials.  As an internet-based system, however, the Extranet may be subject to viruses or unauthorized access. While Kilpatrick Townsend attempts to reduce the risk associated with the Extranet, we do not guarantee the availability, accuracy, or security of the Extranet or any content of materials provided through the Extranet.  Without limiting the foregoing, Kilpatrick Townsend makes no warranties as to the availability or recoverability of content, materials, data, information, documents, or any other records stored on or submitted to the Extranet and makes no warranty that the Extranet will meet your requirements, that it will be uninterrupted, timely, error free, that any materials or content you obtain from the Extranet will meet your expectations or that any errors will be corrected.

Accordingly, the Extranet is provided AS IS, without warranties of any kind, express or implied, and to the fullest extent permitted by applicable law, we disclaim any and all warranties, express and implied.  

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Extranet or to your downloading of any material posted on it.

Limitation of Damages

In no event shall Kilpatrick Townsend be liable for any damages whatsoever including, but not limited to, incidental, consequential, indirect, or punitive damages (including lost profits or damages resulting from business interruption or lost data), arising from, relating to, or resulting from your use of, or inability to use, the Extranet, or the materials and content provided through the Extranet, whether such claim is based on contract, tort, or any other legal theory, and whether or not Kilpatrick Townsend has advised of the possibility of such damages.

Linked Websites

The Extranet may contain links to other third party websites or platforms.  These Terms only apply to the Extranet and do not apply to any linked sites, and any links thereto do not imply that we sponsor, endorse, or are affiliated or associated with the third party providing the linked site or platform.

Updates to the Terms

Kilpatrick Townsend may modify these Terms from time to time.  Any such modifications will become effective upon posting to the Extranet along with the date on which it was most recently updated as indicated by the “Last Updated” section at the top of these Terms.  Your continued access to and/or use of the Extranet after any such modifications constitute your acceptance of the Terms as modified.

Governing Law/Venue/Claims Limitation

The Terms shall be governed, interpreted, construed, and enforced under the internal laws of the State of Georgia, without regard to its conflicts of laws principles.  Any claim or controversy arising out of or relating to these Terms or the use or lack of access to the Extranet shall be settled by final and binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in Atlanta, Georgia. Either you or Kilpatrick Townsend may seek interim or preliminary relief from a court of competent jurisdiction in Atlanta, Georgia necessary to protect the rights or the property of you or Kilpatrick Townsend pending initiation and/or completion of arbitration. Provided, however, that regardless of any law or statute to the contrary, any claim or cause of action arising out of or related to use of the Extranet, the inability to use the Extranet or these Terms must be filed within one (1) year after such claim or cause of action arose.

General

Any waiver by Kilpatrick Townsend of any provisions contained in these Terms must be in writing and shall not be deemed to be a waiver of any other right, term, or provision of these Terms. 

If, for any reason, a court of competent jurisdiction finally determines any provision of these Terms or any portion thereof to be unenforceable, such provision shall be enforced to the maximum extent permissible so as to give the intended effect thereof, and the remainder of these Terms shall continue in full force and effect.  These Terms constitute the entire agreement between Kilpatrick Townsend and you with respect to the subject matter and supersede all previous written or oral agreements relating thereto.

Contact Us

If you have any questions or concerns, or wish to request additional information, please contact us at extranet@kilpatricktownsend.com.

To provide notices to us in connection with these Terms, please contact us by mail at:

Last Updated: November 5, 2018