OverRuled Terms of Service
Last updated: April 4, 2023
These Terms of Use for the OverRuled service, along with all other agreements, disclaimers and disclosures referenced herein or displayed on the www.overruled.com website (collectively, the “Agreement”) is made by and between AGS (as defined below) and you (as defined below), and states the terms and conditions under which you may use the OverRuled Service, all applications, tools, platforms, their associated URL links, and content (including Third Party Content, as defined below) available thereon (the “Service”). Please read this Agreement carefully. By using the Service, you accept and agree to be bound and abide by this Agreement and any additional terms and policies incorporated herein by reference.
PLEASE READ THIS PARAGRAPH CAREFULLY. SECTION 14 OF THIS AGREEMENT INCLUDES A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER WHICH, NOTWITHSTANDING CERTAIN LIMITED EXCEPTIONS, (A) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL AND BINDING ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT; AND (B) LIMIT THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.
The Service is provided by Akin Gump Solutions, LLC, a Delaware limited liability company (“AGS”), a separate entity affiliated with each of (i) Akin Gump Strauss Hauer & Feld LLP, a limited liability partnership under the laws and regulations of numerous jurisdictions both inside and outside the United States (“AGSHF LLP”), and (ii) Akin Gump LLP, a limited liability partnership under the laws of New York and operating in the United Kingdom (“AG LLP”, and together with AGS and AGSHF LLP, “Akin Gump,” “Akin,” or “we”). Please see Akin’s Legal Notices, at https://www.akingump.com/en/legal-notices.html, for additional disclaimers and information on associated entities under which the Akin network operates worldwide.
These terms are applicable to all use of the Service. Any use by you of the Service must be in accordance with the terms and conditions stated in this Agreement. By accessing, and using the Service and its content, you acknowledge that you have read, understood and agree to be legally bound by this Agreement. Subject to and conditioned on your full and ongoing compliance with this Agreement, AGS hereby grants you the limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to use the Service for which you have been granted access, solely for their intended purposes, and solely for your internal referential business purposes.
AGS reserves the right to amend, update, or modify this Agreement at any time on a going forward basis, by publishing a fully amended version of this Agreement on the Service. You are responsible for regularly reviewing the Service to obtain timely notice of such amendments. Notwithstanding the foregoing, in the event of any material amendment to this Agreement, AGS will make reasonable efforts to provide you with written notice of such material amendment via a pop-up window on the Service. If you continue to use the Service after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of this Agreement.
If you use or access the Service on behalf of a business or other entity, you must have authority to bind that business/entity. In such case, the term “you” includes the business/entity and any of its affiliates and their respective employees, contractors, representatives or agents that use or access the Service. By using or accessing the Service, you represent and warrant that you are of legal age to accept the Agreement (including being over eighteen (18) years of age if you are accessing this Service from the United States) and have legal authority to form a binding contract with AGS.
Certain portions of the Service may require the use of third party software and content (“Third Party Content”), which are subject to additional terms and conditions imposed by the third party licensors of such Third Party Content. You acknowledge and agree that prior to using any Third Party Content, you shall agree to all terms and conditions required for such Third Party Content required by the applicable licensor, and shall further comply with such terms and conditions in connection with your use of the Third Party Content. The protections provided to AGS under this Agreement shall also apply, as applicable, to such licensors.
NO ATTORNEY-CLIENT RELATIONSHIP CREATED. YOUR USE OF THE SERVICE DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND AKIN GUMP OR ANY AKIN GUMP LAWYER. THE SERVICE IS NOT AN INVITATION TO FORM AN ATTORNEY-CLIENT RELATIONSHIP. NONE OF THE MATERIALS OR INFORMATION PROVIDED HEREIN ARE LEGAL ADVICE, AND ARE NOT INTENDED TO BE TREATED AS LEGAL ADVICE OR TO CREATE AN ATTORNEY-CLIENT RELATIONSHIP. INFORMATION PROVIDED BY YOU TO USE THE SERVICE IS NOT PROTECTED BY PRIVILEGES AFFORDED TO CLIENTS RECEIVING LEGAL SERVICES FROM AKIN GUMP, INCLUDING THE ATTORNEY-CLIENT PRIVILEGE OR WORK PRODUCT PROTECTION. IF YOU WISH TO BECOME A CLIENT OF AKIN GUMP FOR THE PROVISION OF LEGAL SERVICES, THEN YOU MUST CONTACT AN APPROPRIATE AKIN GUMP ATTORNEY, AND EXPLICITLY NEGOTIATE A RETENTION.
ALTHOUGH THE SERVICE PROVIDES INFORMATION CONCERNING PUBLIC REGULATORY GUIDANCE AND POTENTIAL SANCTIONS LIABILITY, IT IS NOT LEGAL ADVICE OR A SUBSTITUTE FOR LEGAL ADVICE FROM QUALIFIED COUNSEL. CONTENT PROVIDED AND DOCUMENTS GENERATED THROUGH THE SERVICE ARE FOR YOUR INFORMATIONAL PURPOSES ONLY, AND MAY NOT BE SUITABLE FOR YOUR UNIQUE BUSINESS, TAX, OR OTHER SPECIFIC CIRCUMSTANCES. ANY ASSESSMENT OR ANALYSIS BY THE SERVICE IS BASED SOLELY ON THE PUBLIC INFORMATION USED BY THE SERVICE AND THE INFORMATION ENTERED BY YOU AND DOES NOT CONSIDER ANY OTHER FACTS OR INFORMATION THAT MAY BE RELEVANT TO YOUR SPECIFIC CIRCUMSTANCES. IT DOES NOT CONSTITUTE A RECOMMENDATION OR A GUARANTEE. THE MATERIALS ON THE SERVICE MIGHT NOT REFLECT ALL CURRENT UPDATES TO THE LAW OR APPLICABLE INTERPRETIVE GUIDANCE AND AGS DISCLAIMS ANY OBLIGATION TO CONTINUOUSLY UPDATE THE SERVICE IN REAL TIME. AGS STRONGLY URGES YOU TO CONTACT A REPUTABLE ATTORNEY IN YOUR JURISDICTION FOR ANY QUESTIONS OR CONCERNS YOU MAY HAVE ABOUT YOUR SITUATION. YOU SHOULD NOT AND ARE NOT AUTHORIZED TO RELY ON THE SERVICE AS A SOURCE OF LEGAL, REGULATORY OR TAX ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED IN THE SERVICE WITHOUT SEEKING THE APPROPRIATE LEGAL OR PROFESSIONAL ADVICE ON THE PARTICULAR FACTS AND CIRCUMSTANCES AT ISSUE. YOUR USE OF INFORMATION ON THE SERVICE OR MATERIALS LINKED TO THE SERVICE IS ENTIRELY AT YOUR OWN RISK.
UNDER THE RULES OF CERTAIN JURISDICTIONS, THIS SERVICE OR CERTAIN PORTIONS OF THE INFORMATION HEREIN MAY BE CONSIDERED ATTORNEY ADVERTISING. PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME.
THE TRANSMISSION AND RECEIPT OF INFORMATION CONTAINED ON THE SERVICE, IN WHOLE OR IN PART, OR COMMUNICATION WITH AGS OR AKIN GUMP VIA THE INTERNET OR EMAIL THROUGH THIS SERVICE IS NOT INTENDED TO CREATE AND DOES NOT CONSTITUTE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND AKIN GUMP. UNLESS YOU ARE ALREADY A CLIENT OF AKIN GUMP FOR THE PROVISION OF LEGAL SERVICES, NO COMMUNICATION WITH AKIN GUMP OR ANY AKIN GUMP LAWYER THAT IS MADE BY USE OF THE SERVICE (INCLUDING ELECTRONIC MAIL RECEIVED OR SENT THROUGH THIS WEBSITE), OR INFORMATION FROM IT, IS A PRIVILEGED OR CONFIDENTIAL COMMUNICATION. AKIN GUMP IS NOT REQUIRED TO RESPOND TO OR TO MAINTAIN ANY SUCH COMMUNICATION. YOU SHOULD NOT SEND US ANY CONFIDENTIAL INFORMATION IN RESPONSE TO THIS SERVICE. SUCH COMMUNICATIONS WILL NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP, AND WHATEVER YOU DISCLOSE TO US WILL NOT BE PRIVILEGED OR CONFIDENTIAL UNLESS WE HAVE AGREED TO ACT AS YOUR LEGAL COUNSEL AND YOU HAVE EXECUTED A WRITTEN ENGAGEMENT AGREEMENT WITH AKIN GUMP.
PLEASE BE ADVISED THAT WE CANNOT GUARANTEE THE CONFIDENTIALITY OF ANY COMMUNICATION OR MATERIAL TRANSMITTED TO US VIA THE SERVICE OR VIA ELECTRONIC MAIL. ACCORDINGLY, WE SUGGEST THAT YOU USE CAUTION WHEN TRANSMITTING ANY INFORMATION TO US VIA THE INTERNET. AGS AND AKIN GUMP EXPRESSLY DISCLAIM ANY LIABILITY FOR DAMAGES RESULTING FROM THIRD PARTY INTERCEPTION OF YOUR COMMUNICATIONS WITH US VIA THE INTERNET. IF YOU CHOOSE TO SEND US ANY INFORMATION VIA THE SERVICE OR VIA E-MAIL, YOU DO SO SOLELY AT YOUR OWN RISK.
EXISTING CLIENTS OF AKIN GUMP ARE WELCOME TO USE THE SERVICE; PROVIDED, HOWEVER, THAT BY USING THE SERVICE, YOU AGREE THAT: (A) THE CONTENT CONTAINED ON THE SERVICE AND THE DOCUMENTS GENERATED THROUGH THE SERVICE ARE NOT LEGAL OR TAX ADVICE; (B) YOUR USE OF THIS SERVICE IS ENTIRELY AT YOUR OWN RISK, IS BASED SOLELY ON THE INFORMATION YOU PROVIDE TO THE SERVICE AND IS NO SUBSTITUTE FOR CONTACTING YOUR ATTORNEYS AT AKIN GUMP AND OBTAINING LEGAL ADVICE; AND (C) YOU IRREVOCABLY WAIVE ANY RIGHT TO CLAIM THAT THE CONTENT PROVIDED ON THE SERVICE OR ANY DOCUMENTS GENERATED THROUGH THE SERVICE CONSTITUTE LEGAL SERVICES OR LEGAL ADVICE.
FOR PURPOSES OF CLARITY, THIS AGREEMENT RELATES SOLELY TO YOUR USE OF THE SERVICE AND, TO THE EXTENT YOU HAVE ENTERED INTO AN ENGAGEMENT LETTER WITH AKIN GUMP FOR THE PROVISION OF LEGAL SERVICES TO YOU, THIS AGREEMENT WILL NOT AFFECT SUCH ENGAGEMENT LETTER AND SUCH ENGAGEMENT LETTER WILL APPLY TO AKIN GUMP’S PROVISION OF SUCH LEGAL SERVICES.
Copyright. AGS and its licensors or other providers own all intellectual property on the Service, including all of their content, features, and functionality--including any information, software code, text, displays, images, video and audio, and the design, selection and arrangement of such material, and any documents, resources, recommendations, guidance, forms, policies, or other materials provided or generated through the Service (“Service Content”). Some of the Service Content may be the copyrighted work of third parties. The Service and all such Service Content are protected by United States and international copyright, trademark, and other laws and treaties, and may not be used except as permitted by this Agreement. No right, title, or interest in or to the Service is transferred to you, and all rights not expressly granted are reserved by AGS. Any use of the Service not expressly permitted by this Agreement is a breach of its terms and may violate copyright, trademark, and other laws.
You may access and use the Service solely for its intended purpose and you may not download or further reproduce or distribute the Service, or otherwise use the Service in connection with or on behalf of any other person or such person’s compliance obligations, or to provide advice or services of any kind.
Except to the extent such restrictions are prohibited by applicable law and except as expressly permitted in this Agreement, you may not copy, reproduce, modify, adapt, disassemble, reverse engineer, decompile, distribute, sell, resell, lease, license, perform, display, transfer, transmit, stream, broadcast, create derivate works, translate, circumvent any anti-piracy technology or features that enforce limitations on use of, otherwise alter or attempt to discover the source code, object code, or other portion of, or otherwise use or exploit the Service. You may not remove any copyright, trademark, or other intellectual property or other proprietary notices from any portion of the Service.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Service in breach of this Agreement, your right to use the Service will cease immediately and you must destroy any copies of the materials you have made.
To the extent that you give AGS or Akin any feedback, comments, or suggestions concerning the Service or other services provided by AGS or Akin (collectively, “Feedback”), you hereby grant to AGS and Akin a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully paid license to use and exploit the Feedback without payment, attribution, or restriction.
AGS respects the intellectual property rights of others and is committed to complying with United States copyright laws. AGS’ policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). The DMCA provides recourse for owners of copyrighted material who believe their rights under United States copyright law have been infringed on the Internet.
If you believe that material available on the Service or residing on our system or network infringes a copyright of yours or a third party for whom you are authorized to act, please notify AGS’ Designated Agent by using the procedures described in the DMCA and below. After receiving notice, AGS may remove or disable access to any infringing material as provided for in the DMCA. Our Designated Agent under the DMCA may be contacted by email at [email protected].
Trademarks: AGS owns and retains all rights in its trademarks, trade names, and trade dress which may be used on the Service, including company and product names, logos, slogans, and designs, which are registered and/or common law trademarks of AGS and are protected by United States and international laws and treaties. No license to use such items is granted to you under this Agreement or by your use of the Service. AGS will aggressively enforce its intellectual property rights to the fullest extent of the law.
All other names, logos, product and service names, designs and slogans on the Service are the trademarks of their respective owners and are used in accordance with law and/or license or other agreement.
DISCLAIMER OF WARRANTIES: THE SERVICE AND THE CONTENT ON THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER AGS NOR ANY PERSON OR ENTITY AFFILIATED OR ASSOCIATED WITH IT (INCLUDING THE LICENSORS OF ANY THIRD PARTY CONTENT) MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SERVICE OR ITS CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER AGS NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT THE SERVICE OR THE CONTENT PROVIDED THEREON (INCLUDING THE RESULTS OF USING ANY TOOL PROVIDED ON THE SERVICE) WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY DATA, CONTENT, INFORMATION RESULTS OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR EXPECTATIONS OR NEEDS.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. AGS AND AKIN DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING ESTABLISHING, PERFECTING, OR MAINTAINING COMPLIANCE WITH ANY PARTICULAR LAW OR LEGAL REQUIREMENT.
FOR THE AVOIDANCE OF DOUBT, NEITHER THE SERVICE NOR AGS PROVIDES INVESTMENT, TAX, OR LEGAL ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE. THE INFORMATION PROVIDED ON SERVICE (INCLUDING THROUGH ANY TOOLS THEREIN) OR ANY LINKED THIRD PARTY SITES DOES NOT CONSTITUTE INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE, OR ANY OTHER SORT OF ADVICE, AND YOU SHOULD NOT TREAT ANY OF SERVICE’S CONTENT AS SUCH. AGS DOES NOT RECOMMEND THAT ANY TRANSACTION SHOULD BE UNDERTAKEN BY YOU. YOU ACKNOWLEDGE AND AGREE THAT NEITHER AGS NOR AKIN WILL BE HELD RESPONSIBLE FOR THE DECISIONS YOU MAKE ARISING FROM YOUR USE OF THE SERVICE, INCLUDING ANY TOOLS THEREIN.
THE FOREGOING APPLY TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AND DOES NOT EXCLUDE OR LIMIT ANY WARRANTIES TO THE EXTENT THAT THEY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, IN WHICH CASE THE FOREGOING LIMITATIONS WILL APPLY SOLELY TO THE EXTENT LEGALLY PERMISSIBLE.
LIMITATION ON LIABILITY AND TIME TO FILE CLAIMS: AGS’ AND AKIN’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH AGS OR AKIN RELATING TO THIS AGREEMENT (INCLUDING WITHOUT LIMITATION YOUR USE OF THE SERVICE AND ANYTHING RELATED TO, DONE, OR NOT DONE IN WHOLE OR IN PART IN RELIANCE UPON THE WHOLE OR ANY PART OF THE SERVICE) IS TO DISCONTINUE YOUR USE OF THE SERVICE; PROVIDED, THAT TO THE EXTENT THE FOREGOING IS UNENFORCEABLE UNDER APPLICABLE LAW, AGS’ AND AKIN’S ENTIRE LIABILITY, UNDER CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED TWO HUNDRED AND FIFTY DOLLARS ($250). IN NO EVENT WILL AGS, AKIN, THEIR SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS, OR DIRECTORS, OR AFFILIATES OR THEIR LICENSORS OR DATA PROVIDERS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO THE SERVICE, ANY TOOLS, PLATFORMS, APPLICATIONS OR OTHER CONTENT MADE AVAILABLE THROUGH THE SERVICE OR ANY CONTENT, DATA, INFORMATION, RESULTS OR ITEMS OBTAINED THROUGH THE SERVICE OR SUCH OTHER WEBSITES. THIS LIMITATION INCLUDES ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF AGS HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER AKIN NOR AGS WILL 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 SERVICE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOU UNDERSTAND AND ACKNOWLEDGE THAT AGS WOULD NOT BE ABLE TO PROVIDE THE SERVICE AND CONTENT THEREIN ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THE FOREGOING EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS OF WARRANTIES LIABILITY, AND THAT ACCORDINGLY, SUCH EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS REFLECT A REASONABLE ALLOCATION OF RISK UNDER THE CIRCUMSTANCES, AND WILL APPLY TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.
Indemnification: You agree to defend, indemnify and hold harmless AGS and Akin, its affiliates, licensors and service providers, and its and their respective officers, directors, partners, managers, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your use of the Service, including the use of any results obtained from the Service as well as any violation of this Agreement or applicable law in connection therewith, infringement of any intellectual property rights or other proprietary rights, or dealings or transactions with other persons resulting from your use of the Service.
Linking and Framing. AGS may provide links to certain Internet sites (the “Third Party Sites”) sponsored and maintained by third parties. AGS is providing such links solely as a convenience to you. Accordingly, AGS makes no representations concerning the content of the Third Party Sites. The fact that AGS has provided a link to a Third Party Site does not constitute an endorsement, recommendation, authorization, sponsorship, or affiliation by AGS with respect to the Third Party Site, its owners, or its providers. AGS has not tested any information, software, or products found on any of the Third Party Sites and does not make any representations with respect thereto, including any representations regarding the content or sponsors of the Third Party Sites, or the suitability or appropriateness of the products or transactions described therein.
You shall not mirror, or frame the Service or any part of it. You shall not link to the Service on any other site, service or product which, as determined by AGS in its sole discretion, (i) publishes, contains, broadcasts or promotes libelous, abusive, offensive, harassing, violent, inflammatory, threatening, defamatory, obscene, indecent, sexually explicit, pornographic, or otherwise objectionable materials; (ii) promotes discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation; age, or (iii) publishes, contains, broadcasts or promotes materials that could give rise to any civil or criminal liability under U.S. or international law. You also shall not link to the Service in such a way as to suggest any form of association, approval, or endorsement on AGS’ or Akin’s or its licensors’ part. If AGS notifies you of a violation of the foregoing sentence, you shall immediately take down the link to the Service.
Account Access & Security: You will be required to register and create an account in order to access certain content and functionality of the Service. If you choose to create an account, you must provide an email address and may be required to provide additional Personal Information (defined below). To protect your account security, you should choose a username that is not associated with your Personal Information.
You are responsible for maintaining the confidentiality of any password(s) or access code(s) you are given to access this Service or any portion hereof, and you are fully responsible for all activities that occur under your password(s) or access code(s). You agree to notify AGS immediately of any unauthorized use of your password(s) or access code(s). AGS reserves the absolute right not to issue a password to any person or entity. Any account you create is personal to you and you agree not to provide any other person with access to it. You should use caution when accessing your account from a public or shared computer so that others are not able to view or access your information. AGS may disable an account at any time in its sole discretion.
Any information you provide to AGS or input via the Service must be correct, current, and complete. You may be prompted to provide certain information on the Service in order to use it. By submitting such information to the Service, 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 Personal Information is subject to our Privacy Policy which is set forth at https://overruled.com/rsc/privacypolicy.pdf (the “Privacy Policy”) and incorporated by reference herein. AGS cannot guarantee the security of any such information or the materials generated by the Service, and we cannot guarantee that such information or materials will not be deleted, lost or error free. By providing or submitting your information to the Service, you hereby grant AGS, a nonexclusive, worldwide, royalty free, perpetual, non-revocable license to use your information in connection with the Service, including, without limitation, the right to: copy, transmit, edit, translate and reformat your information. You acknowledge and agree that AGS may preserve and store your information and, to the maximum extent allowable by applicable law, may also disclose your information (including any Personal Information disclosed therein) if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement of Use; (c) respond to claims that any information violates the rights of third-parties; or (d) protect the rights, property, or personal safety of AGS, Akin, its users and the public. Subject to the Privacy Policy, AGS may collect, process, disclose, transfer (including across international borders) or otherwise use usage data regarding your installation, registration and use of the Service, and other data lawfully collected in connection with the Service, to the extent allowable by law, which may contain limited Personal Information in order to improve its products and services, provide support and troubleshooting, ensure compliance with our agreements and terms of use, carry out business operations as needed to deliver products and services, or for any other lawful purpose. AGS shall have full ownership rights over and may, at its discretion, disclose any aggregate, anonymized, or de-identified data that may be derived from Personal Information, but which no longer constitutes Personal Information under applicable laws.
Furthermore, AGS may automatically collect information about you and your use and navigation of the Service. AGS’ use of such information is governed by the Privacy Policy.
AGS reserves the right to withdraw or amend the Service, and any service or material provided on the Service, in its sole discretion without notice. AGS will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, AGS may restrict access to some parts of the Service, or the entire Service, to users, including registered users.
For the avoidance of doubt, “Personal Information” means the same as the terms “personal information,” “personal data” or equivalent terms under applicable laws.
Prohibited Uses. You may use the Service only for lawful purposes and in accordance with this Agreement. You agree not to use the Service: (a) in any way that violates any applicable law or regulation (including any laws regarding export of data or software to and from the United States or other countries); (b) for the purpose of exploiting, harming, or attempting to exploit or harm minors or any other person in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (c) to transmit, or procure the transmission of, any advertising or promotional material except as expressly permitted on the Service; (d) to impersonate or attempt to impersonate an employee of AGS or Akin, another user, or any other person or entity; (e) to send, knowingly receive, upload, download, use, or re-use any material that (i) is libelous, abusive, offensive, harassing, violent, inflammatory, threatening, defamatory, obscene, indecent, sexually explicit, pornographic, or otherwise objectionable, (ii) promotes discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, age, or (iii) publishes, contains, broadcasts or promotes materials that could give rise to any civil or criminal liability under law; (f) to infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (g) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by AGS, may harm AGS or users of the Service, expose them to liability, or threaten the security of their personally identifiable information; or (h) to provide services, information, materials, resources or advice, including legal advice to any third person, directly or indirectly.
Additionally, you agree not to: (i) use the Service in any manner that could disable, overburden, damage, or impair the Service; (j) use any manual process or robot, spider or other automatic device, process or means to access, monitor, or copy all or any part of the Service for any purpose; (k) use any device, software, or routine that interferes with the proper working of the Service, including by the introduction of or attempted introduction of logic bombs, trojan horses, viruses, worms, or other malicious or harmful material or code to the Service or any server, computer, software, or database connected to the Service; (l) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service are stored, or any server, computer, or database connected to the Service, attack the Service via any denial-of-service attack; or (m) otherwise attempt to interfere with the proper working of the Service.
Termination. You agree that AGS, in its sole discretion, may terminate your password, access code, account (or any part thereof) or use of the Service, and remove and discard any of your information within the Service, for any reason (or for no reason), including, without limitation, for lack of use or if AGS believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of service, may be referred to appropriate law enforcement authorities. AGS may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that AGS may immediately deactivate or delete your account, and all related information and files in your account and/or bar any further access to such files or the Service.
Cookies Disclaimer. Use of “cookies.” This Service uses “cookies” to facilitate the use of the Service. These are “session cookies” and are erased when you close your browser (unless the user clicks the “remember me” box so that the Service will remember the user on a later occasion). AGS uses Google Analytics, which also sets cookies to gather information about how our site is used. We do not receive information about individual site users from Google Analytics. Google advises that Google Analytics cookies “do not collect personal data about website visitors.” https://developers.google.com/analytics/resources/concepts/gaConceptsCookies. For detailed information on the cookies used and the purposes for which they are used, see our Cookie Notice at https://www.akingump.com/en/cookie-notice.html. Other personal data from Service users is voluntarily provided.
Arbitration; Jury Trial Waiver; Class Action Waiver: Any legal controversy or legal claim arising out of or relating to this Agreement, the Service, or any use thereof, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, intellectual property ownership or infringement, shall be settled solely by confidential binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York City, New York, and in accordance with the “Governing Law” Section below. To the extent permitted by law, each party shall bear one-half of the arbitration fees and costs incurred through JAMS, and each party shall bear its own attorneys’ fees.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Governing law: This Agreement shall be governed by the laws of the State of New York as applied to agreements made, entered into, and performed entirely in New York by New York residents, notwithstanding your actual place of residence.
Export Controls: Please be advised that downloading or using the Service are at your own risk. Software from the Service is subject to U.S. export controls and may not be downloaded, exported or re-exported: (i) into (or to a national or resident of) Russia, Cuba, Iran, North Korea, Syria, and the following regions of Ukraine (Crimea, Luhansk, and Donetsk), or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods; or (ii) to anyone on or acting on behalf of an entity on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons, or any entity owned fifty (50) percent or more by such Person, or the U.S. Commerce Department’s Denied Persons List or Entities List. By downloading or using the Services, you represent and warrant that you are not: (a) located in or a national or resident of any country noted above that is subject to U.S. trade sanctions; or (b) on any U.S. Prohibited Party List or acting on behalf of any person or entity on any such list.
Accessibility: AGS is committed to helping those with disabilities access the Service. AGS strives to provide an excellent online experience for all our guests – including those with sight, hearing, and other disabilities. If you have difficulty using or accessing any element of the Service or if you have any feedback regarding accessibility of the Service, please feel free to contact us at [email protected].
Force Majeure: You acknowledge and agree that AGS will not be liable for failures or delays in providing the Service, or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, bank failures changes in law, cyberattacks, denial of service attacks, labor strife, strikes, lockouts, riots, war, nonperformance of our vendors or suppliers, acts of God, pandemic or epidemic events, or other causes over which we have no reasonable control.
Miscellaneous: In the event that any portion of this Agreement is held to be invalid or unenforceable, the such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Neither the course of conduct between you and AGS, nor trade practice, shall act to modify any provision of this Agreement. This Agreement is not assignable, transferable or sublicensable by you. This Agreement comprises the entire and exclusive agreement between you and AGS with respect to your use of the Service, superseding any prior agreements or negotiations between you and AGS and/or Akin with respect to your use of the Service. AGSHF LLP and AG LLP are express third party beneficiaries to this Agreement. You acknowledge and agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement shall not apply to this Agreement. Unless the context clearly indicates otherwise, whenever the words “including,” “include,” or “includes” are used herein, they will be deemed to be followed by the phrase “without limitation.” AGS’ failure to insist upon or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not constitute nor be construed as a waiver or relinquishment to any extent of AGS’ right to assert or rely upon any such provision or right in that particular instance or any subsequent instance, unless otherwise acknowledged or agreed to by AGS in writing. AGS is an independent contractor for all purposes of this Agreement. Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, employment, or agency relationship between you and AGS.