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Terms of Use

Last updated: January 13, 2021

  1. Definitions
    The following terms have these meanings: (a) “Site” means this website; (b) “Materials” means the documents, commentary, and other text included on the Site, as they may be updated over time; (c) “SLS” means Stanford Law School; (d) “Clinic” means the Organizations and Transactions Clinic at SLS; (e) “Clinic Clients” means any client of the Clinic including, without limitation, Center for Land-Based Learning, CounterPulse, Dance/USA, and Pacific Coast Farmers’ Market Association; (f) “Clinic Parties” means, collectively, the Clinic, Mills Legal Clinic, SLS, individual students and lawyers in the Clinic and at SLS, Stanford University; and (g) “Terms” means these Terms of Use.
  2. Your Agreement
    Your accessing or using the Site in any way, including reviewing, copying, or downloading any Materials, constitutes and confirms your agreement to be bound by the Terms. These Terms govern (a) the Materials and other information made available through the Site; (b) the nature of the relationship between you and the Clinic; (c) certain other matters of professional responsibility; and (d) your use of this Site and Materials.
  3. Audiences For and Users of Site
    1. Intended Audience
      The Clinic makes Materials available on the Site for public service and educational purposes. The target audiences are lawyers and law clinics who work with nonprofits, whether on a for-pay or pro bono basis; lawyers who otherwise are looking for precedents; legal educators; and individuals who are interested in legal document design.
    2. Not Intended as Self-Help Resource
      The Site is neither intended nor designed as a self-help resource for nonprofit organizations or other users of legal documents. That said, we recognize that nonprofits may access the Site and review and use Materials, and we think it important to be explicit about the risks and consequences of such use.
    3. Existing Clinic Clients
      The Site is not intended as a resource for existing Clinic Clients. If you are such an existing Clinic Client and you use the Site, your use is subject to, and you are bound by, the Terms, in the same manner as is any other user of the Site. In addition, you acknowledge and agree that: (a) your use of the Site is not a substitute for obtaining advice and work-products from the Clinic; and (b) you waive any right to claim that the Materials constitute the present delivery of legal advice or other legal services for you.
  4. No Legal Advice or Attorney-Client or Other Relationship
    1. No Legal or Tax Advice
      We are not giving legal or tax advice, offering self-help guidance, or providing substantive legal information on the Site. You should not act on the information on the Site or use any Materials without first seeking the advice of a lawyer qualified in the applicable subject matter and jurisdiction; the Site is not a substitute for a substitute for advice from qualified counsel. The Materials are examples only and are not designed for your particular situation.
    2. Availability and Use of Materials
      You acknowledge and agree that our making Materials available on the Site, and your reviewing, copying, downloading, or using any Materials, does not constitute the delivery of legal or tax advice by us, or the practice of law by us.
    3. No Attorney-Client Relationship
      Your access or use of the Site or any Materials does not create an attorney-client relationship between you (or, if you are a lawyer, any of your clients) and the Clinic or any of the individual students or lawyers in the Clinic, or with any other lawyers at SLS.
    4. Samples Only
      You understand and acknowledge that the Materials are samples only, that they may not be appropriate for your particular circumstances, and that state laws or national laws may require different or additional provisions to ensure the desired result.
    5. Lawyer Use and Responsibility
      If you are a lawyer using this Site, we make no express or implied guarantees to you or your clients about the outcomes of any matters you may be handling for your clients. You understand and agree that you are solely responsible for your conduct, that you must use and rely upon your own research, investigation, professional judgment and consultation with your clients in making decisions about matters you may be handling, and that all decisions you make and documents you draft are your sole responsibility.
    6. No Advertising or Solicitation
      The Site is not intended to be an advertisement for legal services or solicitation of clients. It is not an invitation to form an attorney-client relationship.
    7. Communications
      You should not send us any confidential information in connection with your use of the Site. These communications will not create an attorney-client relationship, and whatever you disclose to us will not be privileged or confidential unless we agree to act as your legal counsel and we’ve both signed an engagement letter.
    8. Relationship
      Nothing in these Terms, our making available the Site and Materials, or your use of the Site and Materials, creates or results in a partnership, fiduciary, co-counsel, or similar relationship between you and us for any purpose.
    9. No Affiliation or Endorsement
      You may not use any Clinic Party name or mark in any manner that states, implies or otherwise suggest that we endorse, sponsor or are in any way affiliated with you, or that we have approved in any way any advice you give or work-products or other documents you create or use.
    10. Clinic Clients
      The Site identifies several Clinic Clients and includes Materials prepared by the Clinic for those Clinic Clients. You acknowledge and agree that nothing in these Terms, our making available the Site and Materials, or your use of the Site and Materials: (a) constitutes the delivery of legal or tax advice by any Clinic Clients; (b) reflects a recommendation to you by any Clinic Client about the suitability of your use of any Materials; (c) reflects an express or implied guarantee by any Clinic Client to you or your clients about the outcomes of any matters you may be handling for your clients; or (d) creates or results in a partnership, fiduciary, co-counsel, or similar relationship between you and any Clinic Client for any purpose. You may not use any Clinic Client name or mark in any manner that states, implies or otherwise suggest that any Clinic Client endorses, sponsors or are in any way affiliated with you, or that any Clinic Client has approved in any way any advice you give or work-products or other documents you create or use.
    11. Views and Opinions
      Any views or opinions expressed on the Site are the opinions of the particular author and may not reflect the views or opinions of SLS or Stanford University.
  5. No Warranties; Links
    1. No Guarantees and No Updates
      We make no claims, promises, or guarantees about the accuracy, completeness, of adequacy of any of the Materials and expressly disclaim liabilities for errors or omissions, if any, in the Materials. The Materials may not reflect recent developments in the law and may not be accurate in or applicable to your jurisdiction. We do not undertake any obligation to update any of the Materials to reflect new developments or otherwise.
    2. No Warranties
      You expressly understand and agree that, to the extent permitted under applicable law, your use of the Site including any Materials, is at your sole risk, and the Site and Materials are provided on an “as is” and “as available” basis, with all faults. We expressly disclaim all warranties, representations and conditions of any kind, whether express or implied, related to the Site and Materials, including, without limitation, any implied warranties of merchantability, quality, fitness for a particular purpose, non-infringement, or freedom from computer virus.
    3. Links to Other Websites
      Any links on the Site that lead to outside services and resources are provided for your convenience only. We do not control all of those outside services and resources.
  6. Ownership and Use
    1. Ownership
      We own the copyrights in the Materials, and those rights protected by United States and other copyright and other intellectual property laws.
    2. Limited License
      We grant you a limited, non-exclusive, non-sublicensable, revocable license to access and use the Site and download Materials for your use only. We are not conveying any other rights to you, and we may revoke this license at any time on the basis set out in these Terms.
    3. No Sale of Materials
      You may not sell, redistribute, or make any other commercial use of any Materials without modification without the prior written consent of the Clinic.
    4. Appropriate Use
      You will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.
    5. Termination
      Notwithstanding any of these Terms, we reserve the right, without notice and in our sole discretion, to terminate your license to use the Site, and to block or prevent your future access to the Site.
  7. Limitation of Liability
    To the extent permitted by law, no Clinic Party and no Clinic Client will be liable to you or any other person for any damages, whether arising from contract, tort, or any other theory of liability, that result from your use of or inability to use the Site or use of any of the Materials, or as a result of any Materials or other content, information, services, or resources made available through the Site. You understand and agree that the Clinic is making the Site and Materials available as a public service and for educational purposes, and that in no event will any of the Clinic Parties or Clinic Clients be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, arising out of or in connection with your use of the Site, or that no Clinic Party or Clinic Client has been advised of the possibility of such damages.
  8. General Provisions
    1. Stanford University Terms of Use
      The Terms of Use applicable to Stanford Law School websites (“Stanford Terms of Use”), including, without limitation, its provisions relating to disclaimer of warranties, limitation of liability, trademarks, indemnification, and copyright complaints, are part of and incorporated into these Terms.
    2. Entire Agreement
      These Terms, together with the Stanford Terms of Use, express the final, complete, and exclusive agreement between you and us, and supersede any and all prior or contemporaneous written and oral agreements, arrangement, communications, course of dealing, or understanding between you and relating to its subject matter.
    3. Changes to the Terms
      We reserve the right to make changes to any Materials and other information on the Site, including these Terms, without notice to you. The most current Terms will be posted here on the Site and will be effective upon posting. When we revise the Terms, we will update the “Last Updated” date at the top of the Terms of Use. If you use the Site after we poste the revised Terms, you will be deemed to have agreed to such revised Terms.
    4. Waiver
      If we do not immediately take action to address a violation of these Terms, we are not waiving our rights to take action in the future.
    5. Severability
      If any particular provision of these Terms is found to be unenforceable, that provision will be severable and will not affect any of the other provisions.
    6. Third Party Beneficiaries
      Except as specifically provided in Sections 4.3 and 7, these Terms are for the exclusive benefit of you and us, and not for the benefit of any third party including, without limitation, any of your clients.
    7. Governing Law
      The Site is owned and operated by us from our offices in California. Use of the Site will be governed by California law.
    8. IRS Circular 230
      Any discussion of U.S. tax matters contained on the Site or contained or reflected in any Materials is not intended or written to be used, and cannot be used, for the purpose of (a) avoiding penalties under the Internal Revenue Code or (b) promoting, marketing or recommending to another party any transaction or other matter. The foregoing language is intended to satisfy the requirements under the regulations in Section 10.35 of IRS Circular 230.
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