General Terms of Use

1. Registration and Account

To access and use Vanilla, You may be required to complete a registration process subject to invitation, authentication and approval. For purposes of the Agreement, a "Registered User" is a user who has successfully registered and is granted access to use Vanilla, and an "Account" is the Vanilla user profile or account for a Registered User, which may require a password or other access credentials. You shall provide true, accurate, current and complete information as prompted by the registration process (the "Registration Data"), and to promptly update the Registration Data if there any changes to Your information. Your access to Vanilla may be suspended or terminated if there are reasonable grounds to suspect that any information You provide is untrue, inaccurate, not current or incomplete. You agree to keep Your Account access credentials confidential, and to (a) notify Cooley immediately of any unauthorized use of your access credentials or any other breach of security; and (b) exit from Your Account at the end of each session. You are responsible for monitoring your Account to restrict use by minors. YOU ARE RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT.

2. Your Content and User Content

a) Types of Content and User Responsibility

You acknowledge and agree that any and all information, data, text, messages or other materials accessible through Vanilla ("Content") is the sole responsibility of the party from whom such Content originated. This means that You, and not Cooley, are entirely responsible for all Content uploaded, posted, e-mailed, transmitted or otherwise made available ("Make Available") by You or on Your behalf by a delegate through Vanilla ("Your Content"), and that You and other users of Vanilla, and not Cooley, are similarly responsible for all Content that You and they Make Available through Vanilla ("User Content"). Cooley does not approve, endorse or make any representations or warranties with respect to the User Content of any user. You may not post or submit for print services a photograph of another person without that person's permission. You represent and warrant to Cooley that You own or have all necessary rights, consents, and permission to collect, share and use all Your Content as contemplated in the Agreement (including granting Cooley the rights granted in the next provision) and that none of Your Content will violate or infringe: (i) any third party rights, including without limitation patent, trademark, trade secret, copyright, right of publicity or other proprietary right of any person or entity ("Intellectual Property Rights"); (ii) any and all applicable Laws; or (iii) any terms of service, privacy or other policies or other agreements governing Your Content or Your Account.

b) Our Use of Your Content

Cooley is entitled, subject to applicable Law and other applicable requirements, to use and disclose Your Content to (a) comply with applicable Laws, legal process or governmental request; (b) enforce the Agreement; (c) respond to any claims that Your Content violates the rights of third parties; (d) respond to your requests for technical support or other services; or (e) protect the rights, property or personal safety of Cooley, its users or the public, and all enforcement or other government officials, as Cooley in its sole discretion believes to be necessary or appropriate.

c) Investigations, Monitoring, and No Obligation to Pre-Screen Content

Cooley may, but is not obligated to, investigate, monitor, remove, refuse, or review Content, including Your Content and User Content, at any time and for any reason, including if such Content violates the Agreement or any applicable Laws. By entering into the Agreement, You hereby provide Your irrevocable consent to such monitoring. Subject to Our ethical obligations if You are a Cooley client, You acknowledge and agree that You have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. If We become aware of any objectionable Content or possible violations by You of any provision of the Agreement, We reserve the right to investigate such violations. We may, at Our sole discretion, immediately terminate Your license to use the Platform, or change, alter or remove Your Content, in whole or in part, without prior notice to You. If We believe that criminal activity has occurred, We reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Cooley is entitled, except to the extent prohibited by applicable Laws and subject to Our ethical obligations if You are a Cooley client, to disclose any information or materials, including Your Content, in Our possession in connection with Your use of Vanilla to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to Your requests for customer service, or (v) protect the rights, property or personal safety of Cooley, Registered Users or the public, and all enforcement or other government officials, as Cooley in Our sole discretion believes to be necessary or appropriate. In the event that Cooley pre-screens, refuses or removes any Content, You acknowledge that We will do so for Our benefit, not Yours.

d) Generative AI

We will provide You with reasonable notice if any Vanilla functionality You use is powered by generative AI ("GenAI"). You are responsible for any of Your Content (including without limitation any prompts or input) that You provide, designate, select, upload, or submit into or for use by GenAI as an inquiry or to otherwise generate an output or response. You acknowledge and agree that the output of any GenAI may not be unique or exclusive to You. It is Your responsibility to verify the accuracy of GenAI-generated Content before using it.

e) Storage

Unless expressly agreed to by Cooley in writing elsewhere, We have no obligation to store any of Your Content that You Make Available (although We may choose to do so). We have no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Vanilla. Certain Services may enable You to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If You do not choose, the system may default to its most permissive setting. You agree that Cooley retains the right to create reasonable limits on Our use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on Vanilla and as otherwise determined by Cooley in Our sole discretion. Cooley expressly disclaims any and all other obligations with respect to storage.

f) Feedback

You may submit ideas, suggestions, documents, and/or proposals to Cooley related to Vanilla, whether through suggestion, feedback, wiki, forum, or any other manner, ("Feedback") from time to time. You acknowledge and agree that submission of Feedback is at Your own risk and that We have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that You have all rights necessary to submit the Feedback. You hereby grant to Cooley a fully paid, royalty-free, perpetual, transferable, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to make, use, sell, offer to sell, reproduce, distribute, display, perform, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in a non-confidential manner in connection with the operation and maintenance of Vanilla and/or Cooley's business.

g) Use of Subprocessors

You acknowledge and agree that Cooley may engage third-party service providers to process data on Our behalf, including data You or other users Make Available through Vanilla, in connection with the provision of Vanilla (each, a "Subprocessor" and collectively, "Subprocessors"). Such Subprocessors may include, without limitation, providers of cloud infrastructure, data hosting, analytics, security, authentication, payment processing and artificial intelligence or machine learning services. By using Vanilla, You acknowledge and agree that Your data, including Your Content, may be transferred to, stored, and processed by Cooley or its Subprocessors in the United States or in other countries where they or their facilities are located. We require each Subprocessor to maintain appropriate technical and organizational measures designed to protect Your data against unauthorized disclosure. However, Cooley does not warrant or guarantee the security practices of any Subprocessor. We reserve the right to add, replace, or remove Subprocessors at any time, with or without notice to You, in Our sole discretion. Your continued use of Vanilla following any update to Our Subprocessors constitutes Your acknowledgment of and consent to such changes. For further information about how We collect, use, share, and protect personal information provided, please review Our Privacy Policy. To request a list of current Subprocessors, please contact: vanillasupport@cooley.com.

3. User Conduct

As a condition of use, You agree to comply with the Agreement and all applicable Laws in Your use of Vanilla or any Content. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Vanilla that:

1. infringes any Intellectual Property Rights;
2. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
3. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;
4. involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Our prior written consent;
5. impersonates any person or entity, including any employee or representative of Cooley;
6. interferes with or attempts to interfere with the proper functioning of Vanilla or uses Vanilla in any way not expressly permitted by the Agreement;
7. attempts to engage in, or engage in, any potentially harmful acts that are directed against Cooley or Vanilla, including but not limited to violating or attempting to violate any security or authentication features of Vanilla, testing the vulnerability of Vanilla (including without limitation stress testing or penetration testing), using manual or automated software or other means to access, mine data, "scrape," "crawl" or "spider" any pages contained on Vanilla, introducing viruses, worms, or similar harmful code into Vanilla, or interfering or attempting to interfere with use of Vanilla by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" Vanilla (except that We grant the operators of public search engines revocable permission to use spiders to copy materials from Vanilla for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials)); or
8. uses, copies, or extracts any part of the Vanilla or any Content (including associated metadata) for the purpose of training any artificial intelligence systems, machine learning models, or any other form of data analysis software.

You are solely responsible for Your interactions with other Registered Users and any other parties with whom You interact; provided, however, that Cooley reserves the right, but has no obligation, to intercede in such disputes. You agree that Cooley will not be responsible for any liability incurred as the result of such interactions.

4. Restrictions on Use

Subject to Your compliance with the Agreement, Cooley grants You a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to access and use Vanilla solely for Your personal, internal business purposes in the manner permitted by the Agreement. The rights granted to You in the Agreement are subject to the following restrictions:

1. You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Vanilla or any portion of Vanilla;
2. You shall not frame or utilize framing techniques to enclose any Cooley Marks, Content (including images, text, page layout or form) or any other trademarks or logos on Vanilla;
3. You shall not use any metatags or other "hidden text" using the Cooley Marks;
4. You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Vanilla except to the extent the foregoing restrictions are expressly prohibited by applicable Laws;
5. except as expressly stated herein, no part of Vanilla may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;
6. You shall not remove or destroy any copyright notices or other proprietary markings contained on Vanilla; and
7. You shall not use Vanilla to develop, provide or make available any tool, application, service or product that performs substantially the same functionality as Vanilla or otherwise competes with or causes harm to Cooley's services, products, or business operations.

Any future release, update or other addition to Vanilla shall be subject to the Agreement. Any unauthorized use of Vanilla or any Content terminates the licenses granted by Cooley pursuant to the Agreement.

5. Third Party Services

Vanilla may link to, integrate with, or provide access to third-party websites ("Third-Party Websites"), services, content (including output), and applications ("Third-Party Applications") (collectively, the "Third-Party Services"). When You click on a link to a Third-Party Service, We will not warn You that You have left Vanilla and You become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under Our control, and We are not responsible for such Third-Party Services. We provide these Third-Party Services only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any output, content, product or service provided in connection therewith. When You leave Vanilla, the Agreement and Our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party. We may provide tools through Vanilla that enable You to export information, including Your Content, to Third-Party Services. By using one of these tools, You agree that We may transfer that information to the applicable Third-Party Service. We are not responsible for any Third-Party Service's use of Your exported information. You should direct any concerns regarding any Third-Party Services to the administrator of the applicable Third-Party Services. We may disable links to or integrations with any Third-Party Services at any time with or without notice to You.

YOU ACKNOWLEDGE AND AGREE THAT COOLEY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COOLEY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF THIRD-PARTY SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

6. Intellectual Property Rights

a) Vanilla

Vanilla and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, data, databases, directories, and the design, selection, and arrangement thereof) made available by Cooley or its licensors, and any and all related and underlying technology and documentation and any derivative works, modification or improvements of any of the foregoing are protected by laws governing Intellectual Property Rights throughout the world. You shall not remove, alter or obscure any notices relating to Intellectual Property Rights incorporated in Vanilla. Except with respect to User Content, You agree that Cooley or its suppliers own and retain all right, title and interest in all worldwide Intellectual Property Rights, as may exist now or hereafter come into existence, and all registrations, renewals, and extensions thereof, and all improvements to any of the foregoing, in and to the Platform or any Service. No rights to the Platform or any Service are granted to You under the Agreement and Cooley retains ownership of its work product, intellectual property and know-how. Any rights not expressly granted in the Agreement are reserved by Cooley and/or its licensors.

b) Your Content

Cooley does not claim ownership of Your Content. However, when You as a Registered User post or publish Your Content on Vanilla, You represent that You own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. Subject to any applicable account settings that You select, You hereby grant Cooley a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to reproduce, distribute, modify, adapt, create derivative works, publicly perform, publicly display, use, license, host, index, cache, tag Your Content (in whole or in part) in any form or media now known or hereafter developed for the purposes of operating and providing Vanilla to You and to Our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that You submit to any "public" area of Vanilla. You warrant that the holder of any worldwide Intellectual Property Rights, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant the license stated herein.

c) Trademarks

The "Vanilla" and "Cooley" trademarks and any other stylizations, graphics, logos, service marks and trade names used on or in connection with Cooley, or Vanilla ("Cooley Marks") are the property of Cooley and may not be used without Our prior permission. Other trademarks, service marks and trade names that may appear on Vanilla are the property of their respective owners.

d) Copyright Claims

It is Our policy to terminate membership privileges of any Registered User who repeatedly infringes copyright laws upon prompt notification to Cooley by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if You believe that Your work has been copied and posted on Vanilla in a way that constitutes copyright infringement, please provide Our Designated Agent with the following information, per the U.S. Digital Millennium Copyright Act (DMCA): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that You claim has been infringed; (iii) a description of the location on Vanilla of the material that You claim is infringing; (iv) Your address, telephone number, and e-mail address; (v) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or applicable Laws; and (vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Our Designated Agent for DMCA notice of claims of copyright infringement is as follows: Office of the General Counsel, 3 Embarcadero Ctr, 20th Floor, San Francisco, CA 94111, USA, OGC-notices@cooley.com.

7. Usage Data

You acknowledge and agree that We may collect data and information reflecting the access, interaction, or use of Vanilla by You, including without limitation frequency, duration, volume, features, functions, visit, session, click through or click stream data, and statistical or other analysis, information, or data based on, or derivative works of, the foregoing ("Usage Data") to develop, analyze, improve, support, and operate Vanilla and the Services. Cooley exclusively owns all Usage Data.

8. Beta Features

From time to time, We may offer new "beta" features or tools on Vanilla with which its users may experiment. Such features or tools are offered "as is," solely for experimental purposes, without any warranty of any kind, and may be modified or discontinued at Our sole discretion. You may use such beta features and tools at Your own risk. The provisions of this section apply with full force to such features or tools.

9. Fees

Cooley does not currently charge a fee for access to Vanilla. However, Cooley reserves the right to charge such fees in the future. We may charge a fee for certain Services as displayed on the Platform or as part of the Services (collectively, "Fee Terms"). By processing transactions through Vanilla, fund clients acknowledge and agree that Cooley may accept payment from third parties, such as transferors or transferees, for Our services to fund clients.

a) Third Party Payment Processors

We may use one or more Third Party Services to process payments and transactions made through the Platform (each, a "Payment Processor"), which may include Stripe, Inc. or its affiliates and their financial partners. By submitting payment information or initiating a transaction through Vanilla, You acknowledge and agree that such payment may be processed by a Payment Processor. Your use of any Payment Processor's services may be subject to additional terms of service, privacy policy, and any other applicable agreements required by the Payment Processor(s) (collectively, "Payment Processor Terms"), which You agree to review and comply with.

b) Payment Information

When You provide payment information (including credit card numbers, bank account details, or other financial data), such information is collected and processed by Cooley and the Payment Processor. You represent and warrant that all payment information You provide is true, accurate, current, and complete, and You agree to promptly update such information in the event of any changes.

c) Authorization

By initiating a transaction through Vanilla, You authorize Cooley and the applicable Payment Processor to charge the payment method You have provided for all fees and charges incurred in connection with Your use of the applicable Service, including any recurring or subscription-based fees as set forth in the applicable Fee Terms. We reserve the right to correct, or to instruct the applicable Payment Processor to correct, any billing errors, whether or not payment has already been processed.

d) Changing Payment Processors

Cooley reserves the right to change, add, or remove Payment Processors at any time, with or without notice to You. Your continued use of Vanilla following any such change constitutes Your acceptance of the updated Payment Processor.

e) Refunds

Except as set forth in the applicable Fee Terms or otherwise required by law, fees paid shall be non-refundable. If You have questions regarding fees charged and refunds, please contact: vanillasupport@cooley.com.

f) Taxes

All fees are exclusive of any applicable national, provincial, state, local, or other taxes, levies, duties, or similar governmental charges (collectively, "Taxes"), unless otherwise specified in the applicable Fee Terms. You are responsible for payment of all Taxes arising from or associated with Your use of Vanilla. If We are required by applicable Law to collect Taxes, We will charge such Taxes in addition to applicable fees. If You are exempt from Taxes, You must provide Us with valid and current tax exemption documentation.

10. Term and Termination

a) Term

You hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (i) the date You first used Vanilla or (ii) the date You accepted the Agreement, and will remain in full force and effect while You have an Account or otherwise use Vanilla, unless earlier terminated in accordance with the Agreement.

b) Breach

In the event that We determine, in Our sole discretion, that You have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Vanilla, We reserve the right to:

1. Warn You via e-mail (to any e-mail address You have provided to Cooley) that You have violated the Agreement;
2. Delete any of Your Content provided by You or Your agent(s) to Vanilla;
3. Discontinue Your registration(s) with Vanilla, including any Services;
4. Discontinue Your subscription to any Services;
5. Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or pursue any other action which We deem to be appropriate.

c) Suspension and Termination

1. You may terminate Your Account and/or stop using Vanilla at any time. If You want to terminate Your Account, You may do so by (a) notifying Us at any time and (b) closing Your Account. Your notice should be sent, in writing, to Us at vanillasupport@cooley.com.
2. Notwithstanding anything to the contrary in the Agreement, We reserve the right, without notice and in Our sole discretion, to terminate the Agreement and to suspend, block or prevent Your access to Vanilla or any Service without any liability to You. Without limiting the foregoing, (i) if You have materially breached any provision of the Agreement, or if We are required to do so by applicable Laws (e.g., where the provision of Vanilla is, or becomes, unlawful), We have the right to, immediately and without notice, suspend or terminate Our provision of Vanilla or any Service to You; (ii) We may disable or delete Your Account if after registration Your Account is not confirmed, Your Account is unused and remains inactive for an extended period of time, or if We detect someone may have used it without Your permission and We are unable to confirm Your ownership of the Account; and (iii) You agree that all terminations for cause shall be made in Our sole discretion and that We shall not be liable to You or any third party for any termination of Your Account.
3. Upon termination of Your Account or any Service, Your right to use Vanilla or the applicable Service will automatically terminate, including removal of your access. After termination, We may delete Your Content and data, files and Content associated with Your Account (or any part thereof) at Our option. You may request deletion of Your Content after termination, provided that Cooley will need to retain shared Content utilized by other Registered Users. Cooley may also retain certain Content for Our archival purposes and as long as necessary to comply with applicable Laws and retention policies. We will not have any liability whatsoever to You related to any retention or deletion of Your Content. Please note that terminating your Account will not result in the termination or deletion of the fund Accounts You are administering, or the Accounts of the individual investors, employees, or other authorized users of those fund Accounts.
4. All provisions of the Agreement which by their nature should survive, shall survive termination of Your access to Vanilla and any Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
5. If Your registration(s) with, or ability to access, Vanilla is discontinued by Cooley due to Your violation of any portion of the Agreement, then You agree that You shall not attempt to re-register with or access Vanilla through use of a different member name or otherwise.

11. Privacy

Your use of this Platform and the Services is subject to Our Privacy Policy. You shall comply with data protection and data privacy Laws.

12. Communications

The communications between You and Cooley may take place via electronic means, whether You visit the Platform or send Cooley e-mails, or whether We post notices on Vanilla or communicate with You via e-mail. For contractual purposes, You (a) consent to receive communications from Us by any reasonable means, including in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. The foregoing does not affect Your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

13. Access

You are responsible for obtaining and maintaining all equipment, software, and services necessary to connect to Vanilla, including but not limited to, a mobile device that is suitable to connect with and use Vanilla in cases where the Services offer a mobile component. You are solely responsible for any fees, including internet connection or mobile fees, that You incur when accessing Vanilla. We do not guarantee that Vanilla can be accessed through all wireless devices or services or is available in all geographical locations. Vanilla can be accessed from countries around the world and may contain references to Services and Content that are not available in Your country. These references do not imply that We intend to announce such Services or Content in Your country. Vanilla is controlled and offered by Cooley from Our facilities in the United States of America. We make no representations that Vanilla is appropriate or available for use in other locations. Any offer for any services or content made on Vanilla is void where prohibited. Those who access or use Vanilla from other countries do so at their own volition and are responsible for compliance with local Laws.

14. Export Controls

You may not use, export, import, or transfer Vanilla except as authorized by U.S. Laws, the Laws of the jurisdiction in which You obtained Vanilla and any other applicable Laws. In particular, but without limitation, Vanilla may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using Vanilla, You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Vanilla for any purpose prohibited by U.S. Laws, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Cooley are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Our products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

15. Platform or Service Changes

Nothing in the Agreement requires Cooley to update, modify or enhance Vanilla. We reserve the right to withdraw or amend Vanilla, in Our sole discretion without notice, and We may require You to accept updates for any portions of Vanilla installed on Your computer or mobile device. We will not be liable if for any reason all or any part of Vanilla is unavailable at any time or for any period. You may need to update third-party software from time to time in order to use Vanilla.

16. General Representations and Warranties

Each party hereby represents and warrants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder, (b) such party's acceptance of this Agreement, as well as such party's performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party, and (c) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin.

17. Disclaimer of Warranties

a) As Is

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) YOUR USE OF VANILLA IS AT YOUR SOLE RISK, AND (B) VANILLA IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. COOLEY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF VANILLA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COOLEY OR THROUGH VANILLA WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. You acknowledge and agree that Vanilla has not been developed to Your individual requirements and it is therefore Your responsibility to ensure that Vanilla meets Your requirements. COOLEY MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) VANILLA WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF VANILLA WILL BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE, OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF VANILLA WILL BE ACCURATE OR RELIABLE.

b) Harmful Code

You understand that We cannot and do not guarantee or warrant that files available for downloading from the internet or Vanilla will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to Our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT 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 VANILLA OR ANY SERVICES OR ITEMS OBTAINED THROUGH VANILLA OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

c) You Are Responsible

YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS VANILLA, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING VANILLA.

18. Indemnification

You agree to indemnify and hold Cooley and its affiliates and Our respective directors, officers, employees, agents, partners, suppliers, licensors, successors, and assigns (each, a "Cooley Party" and collectively, the "Cooley Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising from (including from anyone using Your Account) any and all of the following: (a) Your Content; (b) Your use of, inability to use, or misuse of the Platform or any Service; (c) Your violation of the Agreement; (d) Your violation of any rights of another party, including any Registered Users; or (e) Your violation of any applicable Laws. We reserve the right, at Our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Cooley in asserting any available defenses. You shall not in any event settle any such claim or matter without Cooley's prior written consent. This provision does not require You to indemnify any of the Cooley Parties for any unconscionable commercial practice by such party or for such party's fraud, misrepresentation, gross negligence, or willful misconduct in connection with Vanilla. You agree that the provisions in this section will survive any termination of Your Account, the Agreement and/or Your access to Vanilla.

19. Release

You hereby release Cooley Parties from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from Your use of Vanilla, including but not limited to, any interactions with or conduct of other Registered Users or Third-Party Services of any kind arising in connection with or as a result of the Agreement or Your use of Vanilla. If You are a California resident, You hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Cooley Party or for such party's fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with Vanilla.

20. Limitations of Liability

a) Categorial Exclusions

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE COOLEY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT COOLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH VANILLA, THE AGREEMENT, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF VANILLA, ON ANY THEORY OF LIABILITY, RESULTING FROM: (I) THE USE OR INABILITY TO USE VANILLA; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; (III) MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH VANILLA; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR YOUR CONTENT; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON VANILLA; OR (VI) ANY OTHER MATTER RELATED TO VANILLA, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

b) Cap on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COOLEY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (I) THE TOTAL AMOUNT PAID TO COOLEY BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO SUCH LIABILITY; (II) $100; OR (III) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.

c) Your Content

EXCEPT AS REQUIRED BY APPLICABLE LAW AND COOLEY'S APPLICABLE PRIVACY POLICIES, THE COOLEY PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

d) Exclusions

THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF THE COOLEY PARTIES FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF ANY OF THE COOLEY PARTIES; (II) ANY INJURY CAUSED BY FRAUD OR FRAUDULENT MISREPRESENTATION OF THE COOLEY PARTIES; OR (III) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

e) Jurisdictional Limits

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF YOU ARE A CLIENT OF COOLEY, NOTHING IN THE AGREEMENT IS INTENDED TO BE A PROSPECTIVE LIMITATION OF LIABILITY FOR MALPRACTICE TO THE EXTENT SUCH LIMITATION WOULD BE PROHIBITED BY THE APPLICABLE RULES OF PROFESSIONAL CONDUCT.

f) Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COOLEY AND YOU.

21. Injunctive Relief

You acknowledge and agree that any violation or breach of the Agreement may cause us immediate and irreparable harm for which monetary damages may not be an adequate remedy. Consequently, notwithstanding anything to the contrary in the Agreement, in the event of such actual or threatened violation or breach of the Agreement, We may seek equitable relief, including an injunction, specific performance, and any other relief that may be available from any court without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available under applicable Laws.

22. Time to File Claims

YOU AND COOLEY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE AGREEMENT OR VANILLA MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

23. User Experience

If You have questions regarding user experience or development of Vanilla, please contact: vanillasupport@cooley.com.

24. Complaints or Claims

If You have any complaints or claims with respect to Vanilla, please contact us at:

We will do our best to address Your concerns. If You feel that Your concerns have been addressed incompletely, We invite You to let us know for further investigation.

25. Notice for California Residents

In accordance with California Civil Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

26. Notice

Where We require that You provide an email address, You are responsible for providing Us with a valid and current email address. In the event that the email address You provide is not valid, or for any reason is not capable of delivering to You any notices required by the Agreement, Our dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Cooley at the following address: Office of the General Counsel, 3 Embarcadero Ctr, 20th Floor, San Francisco, CA 94111, USA. Such notice shall be deemed given when received by Cooley by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

27. Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, internet outage, labor or materials.

28. General Provisions

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. Notwithstanding the foregoing, nothing in the Agreement changes Cooley's obligations to its clients under the terms of the client engagement letter and/or ethical rules. In the event of a conflict between the terms of the Agreement and the terms of the engagement letter, the engagement letter shall govern with respect to the subject matter of the engagement letter. The Agreement, and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the Laws of another jurisdiction. To the extent the parties are permitted under the Agreement to initiate litigation in a court, both You and Cooley agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in California. The Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without Our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by Law.

29. English Language

It is the express wish of the parties that the Agreement and all related documents have been drawn up in English. The Agreement, and any contract between You and us, are only in the English language. C'est la volonté expresse des parties que la presente convention ainsi que les documents qui s'y rattachent soient rediges en anglais.

30. Special Provisions

The following provisions shall apply only if You are located in the countries listed below:

United Kingdom

A third party who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

Germany

Notwithstanding anything to the contrary in the Limitations of Liability in the Agreement, Cooley is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).