BY ACCESSING, VIEWING OR USING ANY PART OF THE SITE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT AND BAKER DONELSON’S PRIVACY NOTICE, WHICH CAN BE FOUND AT https://www.bakerdonelson.com/disclaimer. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT AND THE PRIVACY NOTICE, YOU DO NOT HAVE BAKER DONELSON’S PERMISSION TO ACCESS, VIEW, OR USE ANY PART OF THE SITE. ANY SUCH UNAUTHORIZED USE VIOLATES BAKER DONELSON’S RIGHTS IN THE SITE AND IS PROHIBITED.
This Site is offered and available to users who are 18 years of age or older. By using this Site, You represent and warrant that You meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Site.
1. Site Description
a. Description. The Site is proprietary to Baker Donelson and is protected by intellectual property laws and international intellectual property treaties. Your access to the Site is licensed and not made available unconditionally to You. Subject to the terms and limitations set forth in this Agreement, Baker Donelson agrees to provide You with a personal, non-transferable and non-exclusive right to access, view and use the Site.
b. Accessibility. You agree that from time to time the Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Baker Donelson may undertake from time to time; or (iii) causes beyond the control of Baker Donelson, whether or not foreseeable. Baker Donelson will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period
c. Equipment. You shall be solely responsible for providing, maintaining and ensuring compatibility with the Site, all hardware, software, electrical and other physical requirements for your use of the Site, including, without limitation, telecommunications and Internet access connections and links, web browsers or other equipment, programs and services required to access and use the Site.
a. Security. You shall be solely responsible for the security, confidentiality, integrity, and use of all messages and/or the content that You transmit to the Site. If You choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that your account is personal to You and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password or other identifier, whether chosen by You or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion You have violated any provision of this Agreement.
b. Privacy. You agree that all information You provide to the Site or we collect about You, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Notice, which can be found at https://www.bakerdonelson.com/privacy, and You consent to all actions we take with respect to your information consistent with our Privacy Notice.
c. Nature of Site Content. Baker Donelson makes information available on this Site as a service to our clients and other friends for informational purposes only. The materials on this Site are not intended to constitute advertising, solicitation or legal advice, and transmission of the information from this Site is not intended to, nor does it, create an attorney-client relationship between Baker Donelson and You or anyone else. This Site is not intended to be used as a substitute for specific legal advice, nor should You consider it as such. You should not act (or refrain from acting) based upon information in this Site without obtaining professional advice regarding your particular facts and circumstances.
d. Creation of an Attorney-Client Relationship. Use of this site by You or your contact with Baker Donelson by email or otherwise will not establish an attorney-client relationship between You and Baker Donelson unless and until a shareholder in Baker Donelson expressly and explicitly agrees IN WRITING that the firm will undertake an attorney-client relationship with You. As a result, You should not transmit any confidential or sensitive information to us until a formal attorney-client relationship has been established. BAKER DONELSON DOES NOT UNDERTAKE TO REPRESENT ANY PERSON OR ENTITY WITHOUT OBTAINING ALL NECESSARY INFORMATION CONCERNING POTENTIAL CONFLICTS OF INTEREST AND EVALUATING THAT INFORMATION, AND UNTIL SUCH A CONFLICTS CHECK IS COMPLETED AND EVALUATED, BAKER DONELSON WILL NOT UNDERTAKE AN ATTORNEY-CLIENT RELATIONSHIP WITH A PERSON OR ENTITY, AND EVEN IF SUCH A CONFLICTS CHECK REVEALS NO CONFLICTS UNDER APPLICABLE ETHICS RULES, BAKER DONELSON MAY, IN ITS DISCRETION, DECLINE TO ACCEPT AN ATTORNEY-CLIENT RELATIONSHIP WITH ANY PERSON OR ENTITY. IF YOU ARE NOT A CLIENT AND IF YOU HAVE NOT ESTABLISHED AN ATTORNEY-CLIENT RELATIONSHIP PURSUANT TO THE PARAGRAPH ABOVE, BAKER DONELSON MAY USE YOUR INFORMATION TRANSMITTED VIA EMAIL FOR THIS SITE FOR ANY PURPOSE.
e. Confidentiality of Information Transmitted to Baker Donelson. You also should be aware that if You send messages to Baker Donelson (or any of its attorneys, staff, employees, agents or representatives) through email or through the Site, such means are not secure, and Baker Donelson does not guarantee the confidentiality of such communications. Baker Donelson does not agree to accept and/or maintain the secrecy of any unsolicited information You send to Baker Donelson except if an attorney-client relationship currently exists between us. No attorney-client relationship is created unilaterally by your sending to Baker Donelson any information whether or not You consider such information to be confidential. Although Baker Donelson makes reasonable efforts to read emails that we receive, Baker Donelson reserves the right not to read or respond to any unsolicited communications.
f. Attorney Advertising. The contents of this Site may constitute advertising under the applicable laws, regulations and ethical rules (the “Bar Rules”) of some jurisdictions. If this Site fails to comply with the Bar Rules of the state in which You are viewing this Site, Baker Donelson does not wish to represent You. Unless otherwise noted, Baker Donelson attorneys are NOT certified by the Boards of Legal Specialization of any State.
g. Changes. Baker Donelson reserves the right to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time in our sole and absolute discretion. Changes in this Agreement will be posted on this Site. All changes are effective immediately when we post them. Your continued use of this Site after any changes to this Agreement are posted shall be deemed your acceptance of and agreement to the changes. You are expected to carefully review this Agreement from time to time so You are aware of any changes, as they are binding on You.
3. Intellectual Property
This Agreement permits You to use the Site exclusively for your personal, informational, and other non-commercial use. The Site and all information and content contained therein is protected by contract law and various intellectual property laws, including domestic and international copyright laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, except that your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials, and You may store files that are automatically cached by your web browser for display enhancement purposes. Subject to the restrictions set forth in this Agreement, You may print or download information from the Site only for your personal, informational, and other non-commercial use, and not for further reproduction, publication or distribution, provided You keep intact all copyright and other proprietary notices.
This Agreement does not grant You any right, title, interest, license (express or implied) to any patent, trademark, service mark, copyright, trade secret or other intellectual property right of Baker Donelson or the respective intellectual property owners. Modification of any content on the Site is explicitly prohibited. You are also prohibited from utilizing this Site in any way that would damage its content or visibility for other visitors. As between Baker Donelson and You, Baker Donelson has and retains exclusive and valid ownership of the Site, the names and marks thereof, and all intellectual property, proprietary rights and documentation therein, and You acknowledge that the foregoing constitute valuable assets and may constitute trade secrets of Baker Donelson. Baker Donelson, and its associated logos, and all page headers, custom graphics, and other icons are service marks, trademarks, registered service marks, or registered trademarks of Baker Donelson. All other product names and company logos mentioned on the Site or in the information or content contained therein are trademarks of their respective owners. In addition to complying with all applicable laws, You agree that You will not use any such trademarks, service marks, trade dress, or other logos from this Site without the prior written authorization of Baker Donelson or the respective owners of such information or intellectual property. You agree that You will not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Site or the information and content contained therein.
4. Prohibited Uses
You are solely responsible for any and all of your acts and omissions that occur when using the Site, and You agree not to engage in unacceptable use of the Site, which includes, without limitation, use of the Site to:
(a) violate federal, state, local or international law or regulation, or generally accepted practices or guidelines in relevant jurisdictions;
(b) transmit unsolicited messages, chain letters, email, or other unsolicited commercial communications;
(c) transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;
(d) transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person;
(e) transmit or introduce any spyware, viruses, Trojan horses, worms, keystroke loggers, rootkits, logic bombs or other material which is malicious or technologically harmful to the Site (or the servers, networks, and databases which are connected to the Site);
(f) copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
(g) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Site without Baker Donelson’s express written consent;
(h) access (or attempt to access) the Site by any means other than through the interface that is provided by Baker Donelson;
(i) gain unauthorized access to, interfere with, damage, disrupt or circumvent any of the security features of any part of the Site (or the servers, networks, and databases which are connected to the Site);
(j) access (or attempt to access) the Site through any automated means (including use of scripts or web crawlers);
(k) engage in any activity that interferes with or disrupts the Site (or the servers, networks, and databases which are connected to the Site);
(l) impersonate or attempt to impersonate Baker Donelson, a Baker Donelson employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
(m) reproduce, redistribute, republish, duplicate, copy, display, sell, rent, sub-license, trade or resell any content or other aspect of the Site for any commercial purpose; or
(n) engage in any other activity deemed by Baker Donelson to be in conflict with the spirit or intent of this Agreement.
5. Linking to the Site and Social Media Features
You may link to our homepage, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
- Link from your own or certain third-party websites to certain content on the Site.
- Send emails or other communications with certain content, or links to certain content, on the Site.
- Cause limited portions of content on the Site to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, You must not:
- Establish a link from any website that is not owned by You.
- Cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
- Link to any part of the Site other than the homepage.
- Otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of this Agreement.
This Agreement is effective upon your access or use of the Site and shall continue in full force until terminated. Baker Donelson reserves the right, in its sole discretion and without notice, at any time and for any reason, to:
(a) remove or disable access to all or any portion of the Site;
(b) suspend your access to or use of all or any portion of the Site; and
(c) terminate this Agreement.
THIS IS AN ADVERTISEMENT. Ben C. Adams is Chairman and CEO of Baker Donelson and located in our Memphis office at 165 Madison Avenue, Suite 2000, Memphis, Tennessee 38103; phone 901.526.2000. William S. Painter is an attorney in our Jackson office located at 100 Vision Drive, Suite 400, Jackson, Mississippi 39211; phone 601.351.2400. D. Keith Andress is an attorney in our Birmingham office located at 1400 Wells Fargo Tower, 420 20th Street North, Birmingham, Alabama 35203; phone 205.328.0480. Gary A. Barnes is an attorney in our Atlanta office located at Monarch Plaza, Suite 1600, 3414 Peachtree Road NE, Atlanta, Georgia 30326; phone 404.577.6000. Roy C. Cheatwood is an attorney in our New Orleans office located at St. Charles Avenue, Suite 3600, New Orleans, Louisiana 70170; phone 504.566.5200. Bradley E. Chambers is an attorney in our Houston office located at 1301 McKinney Street, Suite 3700, Houston, Texas 77010; phone 713.650.9700. Donald E. Christopher is an attorney in our Orlando office located at 200 South Orange Avenue, Suite 2900, Orlando, Florida 32801; phone 407.422.6600. Scott Campbell is an attorney in our Washington office located at 901 K Street N.W., Suite 900, Washington D.C. 20001; phone 202.508.3400.
No representation is made that the quality of legal services to be performed is greater than the quality of legal services performed by other lawyers.
Mr. Leo Bearman, Jr., and Mr. Ben C. Adams are licensed in the state of Tennessee. Mr. Painter is licensed in Mississippi. Mr. Andress is licensed in Alabama. Mr. Barnes is licensed in Georgia. Mr. Cheatwood is licensed in Louisiana. Mr. Chambers is licensed in Texas. Mr. Christopher is licensed in Florida, Virginia and the District of Columbia. Mr. Campbell is licensed in Texas.
FREE BACKGROUND INFORMATION AVAILABLE UPON REQUEST.
YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BAKER DONELSON DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE MATERIALS ARE COMPLETE, ACCURATE OR UP-TO-DATE. NOR IS BAKER DONELSON RESPONSIBLE FOR ANY THIRD PARTY CONTENT THAT MAY BE ACCESSED THROUGH THIS SITE, AND REFERENCE TO THIRD PARTY INFORMATION, PRODUCTS OR SERVICES AT THIS OR ANY LINKED SITE DOES NOT CONSTITUTE AN EXPRESS OR IMPLIED WARRANTY OR ENDORSEMENT BY BAKER DONELSON. WHEN YOU LINK TO ANOTHER SITE FROM THIS SITE, YOU LEAVE THIS SITE AND SERVERS CONTROLLED BY BAKER DONELSON AND ENTER INTO THE JURISDICTION OF THE LINKED SITE UNDER THE CONTROL OF A THIRD PARTY FOR WHICH BAKER DONELSON HAS NEITHER RESPONSIBILITY NOR CONTROL.
8. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL BAKER DONELSON BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE, ANY LINKED SITE OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE OR ANY LINKED SITE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE OR ANY LINKED SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE EVEN IF BAKER DONELSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THAT ANY EXCLUSIVE REMEDY SHALL FAIL OF ITS ESSENTIAL PURPOSE OR OTHERWISE BE UNAVAILABLE. IN NO EVENT SHALL BAKER DONELSON’S TOTAL LIABILITY TO YOU FOR ANY DIRECT DAMAGES WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE EXCEED THE TOTAL AGGREGATE AMOUNT OF $5.00. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE USE OF THE SITE.
You agree to indemnify, hold harmless and defend Baker Donelson, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of or relating to: (a) your use of the Site, including any data or work transmitted or received by You; and (b) any unacceptable use of the Site, including, without limitation, any statement, data or content made, transmitted or republished by You which is prohibited as unacceptable in Section 4 of this Agreement.
a. Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
b. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
c. Notice. All notices shall be in writing and shall be deemed to be delivered when sent by email to either parties’ last known email address. You hereby consent to notice by email.
d. Law. This Agreement is made in and shall be governed by the laws of the State of Tennessee without reference without reference to its choice of law provisions. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts within County of Shelby, Tennessee. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts within County of Shelby, Tennessee. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts within the County of Shelby, Tennessee and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court within County of Shelby, Tennessee.
e. Attorney’s Fees. If any action in law or in equity is necessary to enforce the terms of this Agreement, Baker Donelson shall be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
f. Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
g. Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
h. Survival. The terms and provisions of Sections 2, 3, 4, 5, 7, 8, 9, and 10 shall survive any termination or expiration of this Agreement.
i. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Site and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Site.
j. Contact Information. All feedback, comments, requests for technical support, and other communications relating to the Site should be directed to: firstname.lastname@example.org.
YOU HAVE READ, UNDERSTAND AND AGREE TO THE FOREGOING TERMS & CONDITIONS OF USE SET FORTH IN THE ABOVE AGREEMENT.