No Attorney-Client Relationship
The WSGR Term Sheet Generator, including the online questionnaire and annotations (the “TSG”), and the form of memorandum of terms generated by the TSG (the “Term Sheet”) have been prepared by Wilson Sonsini Goodrich & Rosati for general informational purposes only and do not constitute advertising, a solicitation or legal advice. Neither the availability, operation, transmission, receipt nor use of the TSG or the Term Sheet is intended to create, or constitutes formation of, an attorney-client relationship or any other special relationship or privilege. You should not rely upon the TSG or the Term Sheet for any purpose without seeking legal advice from licensed attorneys in the relevant state(s).
Compliance with Laws
You agree to use the TSG and the Term Sheet in compliance with all applicable laws, including applicable securities laws, and you agree to indemnify and hold Wilson Sonsini Goodrich & Rosati harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply.
Disclaimer of Liability
THE TSG AND THE TERM SHEET 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 TSG AND THE TERM SHEET. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
Wilson Sonsini Goodrich & Rosati expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of the TSG or the Term Sheet. By using the TSG or the Term Sheet, you waive any rights or claims you may have against Wilson Sonsini Goodrich & Rosati in connection therewith. The information contained in the TSG and the Term Sheet 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 TSG or the Term Sheet is not promised or guaranteed to be correct or complete. Further, Wilson Sonsini Goodrich & Rosati does not necessarily endorse, and is not responsible for, any third-party content that may be accessed through the TSG or the Term Sheet.
Wilson Sonsini Goodrich & Rosati at its sole discretion may choose to change the terms, conditions and operation of the TSG and the Term Sheet at any time. Wilson Sonsini Goodrich & Rosati, in its sole discretion, reserves the right to refuse to provide you access to the TSG and the Term Sheet. You agree that Wilson Sonsini Goodrich & Rosati shall not be liable to you for loss or damages that may result from our refusal to provide access to the TSG or the Term Sheet.
Use by Agents
You agree that, if an agent (e.g., an attorney, an employee, etc.) uses the TSG or the Term Sheet on your behalf, you are nonetheless bound as a principal by all terms and conditions herein.
Circular 230 Compliance
To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax information contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.