Client Resources: McGuireWoods Connect (Extranet)

McGuireWoods Connect Legal Terms and Conditions of Use

The following Terms and Conditions (“Terms”) govern the use of McGuireWoods LLP’s MW Connect extranet service ("MW Connect" or "extranet"). McGuireWoods LLP (“McGuireWoods”) provides the extranet service to facilitate legal work by and for you, our client (“Client,” “you” or “your”). These Terms also apply to any of your employees or agents who use and/or has access to MW Connect without regard to whether such user gains access from your place of business, a user’s home, or any other location.

By using MW Connect, you agree to be bound by all of the Terms set forth below and agree to cause each of your agents or employees with access to MW Connect to be bound by all such Terms. Your use of MW Connect shall indicate your acceptance of these Terms. McGuireWoods may, in its sole discretion, change these Terms from time to time as circumstances warrant. Your use of MW Connect after receiving notice of such changed Terms shall constitute your acceptance of those Terms.

ireWoods has the right, but not the obligation, to take the following action in its sole discretion at any time and for any reason:

1. Restrict, suspend or terminate your access to all or any part of the MW Connect service.
2. Change, suspend or discontinue all or any part of the MW Connect service.
3. Refuse, move or remove any material submitted to MW Connect.
4. Refuse, move or remove any content that is available on MW Connect.
5. Establish general practices and limits concerning use of MW Connect.

I. THE ATTORNEY-CLIENT PRIVILEGE

Certain communications between clients and their attorneys are protected by the attorney-client privilege. McGuireWoods treats the information and documents on MW Connect as it would other legal documents or information. Consequently, you should not share documents or other information extracted from MW Connect with third parties, or access such confidential information in a public forum, or take any other action that could waive the attorney-client privilege with respect to information or documents on MW Connect.

II. PURPOSES

You agree to use MW Connect for internal legal and business purposes only and not for any commercial use. None of the information extracted from MW Connect may be used to further an interest distinct from your or McGuireWoods’ internal legal or business interests.

III. SECURITY

You agree to protect passwords or other MW Connect authentication, which will be supplied by McGuireWoods. You will not access or attempt to access, view, modify, copy, or disclose any files or data as to which you do not have specific permission from McGuireWoods. Access to MW Connect provided to McGuireWoods’ clients is for that respective client only. You may not provide third parties with access to MW Connect, i.e., sharing passwords or other MW Connect authentication. You will report any unauthorized use of MW Connect to McGuireWoods. You agree to comply with reasonable requests from McGuireWoods necessary to maintain MW Connect and network security.

IV. USER SUBMISSIONS

You are responsible for communications and information you post to MW Connect. Therefore, we ask that you do none of the following: transmit or post material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it; send material that reveals trade secrets, unless you own them or have the permission of the Owner; send material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others; send material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity; or impersonate another person.

McGuireWoods reserves the right to remove any materials from MW Connect.

V. LIMITATION OF LIABILITY

McGuireWoods has security measures in place to maintain the safekeeping of information exchanged over MW Connect. As an internet-based system, however, MW Connect may be subject to viruses or unauthorized access. While McGuireWoods attempts to reduce the risk associated with MW Connect, access and use of MW Connect is at your own risk.

More specifically, McGuireWoods does not warrant that MW Connect will operate error-free or that it or any of McGuireWoods’ servers are completely free from computer viruses, contamination or other harmful or destructive features. If your use of MW Connect results in any cost or expenses, including, without limitation, the need for servicing or replacing equipment or data, McGuireWoods shall not be responsible for those costs or expenses.

While MW Connect is a special service provided to McGuireWoods’ clients, the underlying software is licensed from a company distinct and separate from McGuireWoods. As such, McGuireWoods acts as a medium and in any sense that McGuireWoods actually “provides” MW Connect for your use, it is provided on an “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS” basis without any warranties of any kind. McGuireWoods, to the fullest extent permitted by law, DISCLAIMS ALL WARRANTIES, including without limitation THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, McGuireWoods makes no warranties as to the availability or recoverability of data, information, documents, or any other records stored on or submitted to MW Connect and makes no warranty that MW Connect will meet your requirements, that it will be uninterrupted, timely, service or error free, that any materials you obtain from MW Connect will meet your expectations or that any errors will be corrected.

VI. PROTECTION OF SOFTWARE AND TECHNOLOGY

You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying MW Connect. You agree not to modify the software underlying MW Connect in any manner or form or to use modified versions of such software, including, without limitation, for the purpose of obtaining unauthorized access to MW Connect. You agree not to access MW Connect by any means other than through the interface that is provided by McGuireWoods for use in accessing MW Connect.

VII. LIMITATION OF DAMAGES

In no event shall McGuireWoods be liable for any damages whatsoever (including but not limited to, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES (including lost profits, opportunity costs, or damages resulting from business interruption or lost data), arising from, relating to or resulting from your use of or inability to use MW Connect, whether such claim is based on contract, tort (including negligence), warranty, strict liability, or any other legal theory, and whether or not McGuireWoods is advised of the possibility of such damages.

VIII. CHOICE OF LAW

This Agreement shall be governed and interpreted, construed and enforce under the internal laws of the Commonwealth of Virginia exclusive of its conflict of law provisions. Any claim or controversy arising out of or relating to these Terms or the use or lack of access to MW Connect 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 Richmond, Virginia. Either you or McGuireWoods may seek interim or preliminary relief from a court of competent jurisdiction in Richmond, Virginia, necessary to protect the rights or the property of you or McGuireWoods 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 MW Connect, the inability to use MW Connect or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

IX. SURVIVAL

Upon termination of your access to MW Connect, in addition to any survival rights which may be expressly provided for herein, any provisions in these Terms which expressly or by implication are to be in effect after such termination also shall survive. All such provisions shall be binding for such period of time as may reasonably be required in order to give full effect to the intended application of such provision.

X. MISCELLANEOUS

The failure of McGuireWoods to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against McGuireWoods unless made in writing and signed by McGuireWoods, and no such waiver shall be construed as a waiver in any other or subsequent instance. These Terms constitute the final and entire agreement between you and McGuireWoods with respect to the subject matter and supersede all previous or contemporaneous agreements or understandings, written or oral, between us with respect to the subject matter.