Last updated: April 4, 2022
These YuandaWinston Website Terms & Conditions (the “Terms”) govern your use of the website at yuandawinston.com (the “Website”). The Website is operated to provide information about YuandaWinston, a strategic alliance between Winston & Strawn LLP (“Winston”) and Yuanda China Law Firm (“Yuanda”). The Website is owned and operated jointly by Winston and Yuanda (collectively “YuandaWinston”).
Use of the Website is also governed by YuandaWinston’s privacy policy for the Website. The current version of this privacy policy can be found at yuandawinston.com/privacypolicy (the “Privacy Policy”) and is incorporated herein by reference.
IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE WEBSITE.
NO ATTORNEY CLIENT RELATIONSHIP IS CREATED MERELY THROUGH ANY USE OF THIS WEBSITE OR ANY COMMUNICATIONS INITIATED THROUGH OR DELIVERED USING THIS WEBSITE.
We provide users of the Website with information about YuandaWinston and related materials and services and all such information including any information provided about the law is provided for informational purposes only and is not legal advice.
YOU SHOULD NOT TAKE ANY LEGAL ACTION OR MAKE ANY LEGAL DECISIONS BASED ON THE INFORMATION IN THIS WEBSITE WITHOUT CONSULTING WITH LEGAL COUNSEL.
IF YOU ARE A USER IN THE PEOPLE’S REPUBLIC OF CHINA, YOUR ENTRY INTO OR FULFILLMENT OF THESE TERMS AND PRIVACY POLICY IS ALSO SUBJECT TO APPLICABLE LAWS OF THE PEOPLE’S REPUBLIC OF CHINA.
1. Basic Rules and Rights We Are Granting
1.1. License Grant and Permission. Subject to your agreement and continuing compliance with these Terms and any other relevant YuandaWinston policies, YuandaWinston grants you a non-exclusive, non-transferable, revocable limited right and license to access and use the Website.
1.2. Minimum Age Requirement For Users Who Are Individuals. If you are an individual, a User may only use the Website if such User is at least 18 years of age. If you are under the age of 18, you represent that you have received permission from a parent or guardian to enter into these Terms.
1.3. Use of the Website: The following restrictions apply to the use of the Website:
(a) You shall not engage in any act that YuandaWinston deems to be in conflict with the spirit or intent of the Website, including but not limited to circumventing or manipulating these Terms;
(b) You may not use the Website in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
(c) You accept full responsibility for any unauthorized use of the Website by individuals or entities not authorized to use the Website on your behalf.
(d) You shall not use the Website to advertise, solicit or transmit any chain letters, junk email or repetitive messages to anyone;
(e) You shall not use the Website to engage in any illegal conduct;
(f) You shall not reproduce, distribute or publicly display any content you access through the Website unless such content is clearly marked as “public” and you have been given the right to view such content; and
(g) You shall not do anything with any content you access through the Website that has been marked with restrictions or other instructions that is counter to such restrictions or other instructions.
1.4. License Limitations and Prohibitions.
(a) General Effects of Violations. Any use of the Website in violation of these Terms is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 1, and may subject you to liability for violations of law.
(b) Policies. You acknowledge that YuandaWinston may have in place policies, that supplement or in addition to these Terms, regarding use of the Website available at www.yuandawinston.com/Policies and that you agree to abide by such policies and that such policies are in addition to any obligations you have under this Agreement.
(c) Activity Prohibitions Regarding Use of Website. You agree that you will not, under any circumstances do or assist in facilitating any of the following activities:
(i) Modify or cause to be modified any files or content that are used to offer the Website, without the express prior written consent of YuandaWinston;
(ii) Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Website (each a “Server”) or (2) the use or enjoyment of the Website by any other person;
(iii) Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of Website attacks upon the Website, or other attempts to disrupt the Website or any other person’s use or enjoyment of the Website;
(iv) Gain, or attempt to gain, unauthorized access to the Website, servers or networks connected to the Website by any means (including, but not limited to, circumventing or modifying, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Website);
(v) Post any content that is abusive, threatening, incites or promotes terrorism, promotes the production or use of weapons that cause substantial harm, obscene, defamatory, libelous or racially, sexually, religiously or otherwise objectionable or offensive;
(vi) Post, distribute or make available through the Website any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity or other right of any person or entity or impersonates any other person;
(vii) Transmit unauthorized communications through the Website, including junk mail, chain letters, spam and any materials that promote malware, spyware and downloadable items;
(viii) Interfere or attempt to interfere with the proper functioning of the Website or connect to or use the Website in any way not expressly permitted by these Terms;
(ix) Make any automated use of the Website or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure, as we determine in our sole discretion;
(x) Bypass any robot exclusion headers or other measures we take to restrict access to the Website or use any software, technology or device to send content or messages, scrape, spider or crawl the Website, or harvest or manipulate data from, through, or relating to the Website;
(xi) Use, facilitate, create or maintain any unauthorized connection to the Website, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Website or (2) any connection using programs, tools or software not expressly approved in writing by YuandaWinston; and
(xii) Solicit or attempt to solicit personal information from other users of the Website;
1.5. Suspension and Termination of Access to Website:
(a) FAILURE TO COMPLY. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY, WITH OR WITHOUT NOTICE TO YOU, LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCESS TO THE WEBSITE OR PORTIONS THEREOF IF, IN OUR SOLE DISCRETION, YOU FAIL TO COMPLY WITH ANY OF THESE TERMS, YOUR RIGHTS TO USE WEBSITE ARE EXPIRED OR BECOME TERMINATED OR YOU USE THE WEBSITE FOR ACTUAL OR SUSPECTED ILLEGAL ACTIVITY OR IMPROPER USE. YUANDAWINSTON SHALL BE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR ADVERSE RESULTS THAT ARE DUE TO THE SUSPENSION, TERMINATION, MODIFICATION, OR DELETION OF YOUR ACCESS TO WEBSITE.
(b) IP INFRINGEMENT. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE ACCESS TO ANY OF OUR WEBSITE, OR REMOVE ANY CONTENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING THE WEBSITE IF WE BELIEVE THAT SUCH USE IS CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES.
1.6. Right to Cease Website. YuandaWinston reserves the right to stop offering the Website or part of the Website at any time if YuandaWinston believes that the continued offering of the Website or part of the Website will or may cause harm to YuandaWinston or you or may result in any violation of applicable law by either YuandaWinston or you. If YuandaWinston elects to stop offering and/or support the Website or part of the Website, the license granted hereunder to you to use the Website or a part thereof will automatically terminate.
1.7. Intellectual Property Ownership in the Website. The Website, and all of its related components and contents, (including without limitation, any computer code, template content, pre-populated content, concepts, artwork, animations, sounds, musical compositions, audio-visual effects and text contained within) is owned by YuandaWinston or its licensors, and all of which material is protected by United States and international patent, copyright, trademark, trade secret, and other intellectual property laws. You agree not to engage in any reverse engineering, de-compiling or other activities designed to view the source code for the Website and are prohibited from reverse engineering, de-compiling or otherwise engaging in activities designed to view the source code for the Website.
2. Your Content and Communications
2.1. Submitted Information. “Submitted Content” means any communications, videos, images, sounds, and all the material, text, drawings, writings, data, and information that you upload, post, publish or transmit through the Website. YOU SHOULD NOT SUBMIT ANY CONFIDENTIAL INFORMATION THROUGH THE WEBSITE.
2.2. Obligations Regarding Content. By transmitting or submitting any Submitted Content while using the Website, you affirm, represent and warrant that all Submitted Content was submitted: (a) without containing any confidential information; (b) without violation by you of any applicable law, rights of privacy or contractual rights; (c) in a manner that will not result in any infringement by you or us of any intellectual property rights of any third party or violation or misappropriation of any rights of publicity; and (d) free of viruses, adware, spyware, worms or other malicious code. You further represent and warrant that you have all rights necessary to transmit Posted Content to YuandaWinston and to grant the rights in Posted Content granted to YuandaWinston under these Terms.
2.3. Licenses to Posted Content. You hereby grant YuandaWinston a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, assignable, unlimited license and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works of, manufacture, introduce into circulation, publish, distribute, sublicense, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your Posted Content as well as all modified and derivative works thereof. For clarification, YuandaWinston will not create derivative works of Posted Content in order to sell or distribute such derivative works on a stand-alone basis and any public display or distribution of your Posted Content to a third party will only be done in a manner consistent with the Privacy Policy. YuandaWinston will only exercise the rights granted in this Section 2.3 to offer or to facilitate the offering of Website. To the extent permitted by applicable laws, you hereby waive any moral rights or any of your rights of publicity or privacy you may have in any Posted Content.
2.4. Content Screening.
(a) Consent to Monitoring. BY ENTERING INTO THESE TERMS, YOU HEREBY PROVIDE YOUR IRREVOCABLE, SEPARATE AND EXPRESS CONSENT TO OUR MONITORING AND RECORDING OF YOUR USE OF THE WEBSITE, REGARDLESS WHETHER THE TRACK RECORDS OF YOUR USE OF THE WEBSITE, BY ITSELF OR IN COMBINATION WITH OTHER ITESM, ARE LIKELY TO BE DEEMED AS PERSONAL OR NON-PERSONAL INFORMATION UNDER APPLICABLE LAWS. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO EXPECTATION OF PRIVACY CONCERNING YOUR USE OF THE WEBSITE OR THE TRANSMISSION OF ANY INFORMATION, INCLUDING WITHOUT LIMITATION CHAT, TEXT OR VOICE COMMUNICATIONS SUBMITTED THROUGH THE WEBSITE.
(b) Options Regarding Content. YuandaWinston may reject, refuse to post or delete any content you submit for use or processing by or through the Website for any or no reason, including, but not limited to for the reason, in the sole judgment of YuandaWinston, that such content or the posting of any particular content violates these Terms.
3. Notices. We may be required to provide you with certain notices and content in connection with your use of the Website or services provided therein. You agree that we may provide you with such notices and content by either emailing you such notices to the email address that we have on file for you, posting such notices or content in a section or accessible link on this Website.
4. Updating and Deletion of Content. YuandaWinston reserves the right to update any content on the Website at any time and any content or information provided by YuandaWinston through the Website may be deleted from the Website after a set time period and you may not be able to view such information after deletion.
5. Third Party Advertising, Content and Links. You understand that the Website may feature advertisements from YuandaWinston or third parties. The Privacy Policy addresses our disclosure of information for third party advertising. The Website may contain links to third party websites and other information provided by third parties. YuandaWinston makes no endorsements, representations or warranties regarding any content available through such links or any other third-party content and YuandaWinston is not responsible for nor in control of any content or websites made available through such links.
6. Seeking to Take Down Infringing Content. It is YuandaWinston’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). If anyone believes any materials accessible on or from Website infringes their copyright, that person may request removal of those materials (or access to them) from the Website by submitting written notification that meets the current requirements of the DMCA to our copyright agent designated below. Further information about the DMCA and its requirements can be found at www.copyright.gov/dmca. YuandaWinston reserves the right to terminate without notice any user’s access to the Website if that user is determined by YuandaWinston to be a “repeat infringer.” In addition, YuandaWinston accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
COPYRIGHT AGENT FOR YUANDAWINSTON:
Marketing & Business Development Manager (email: info@yuandawinston.com), YuandaWinston, 28th Floor Jin Mao Building, 88 Century Boulevard, Shanghai Pudon New Area, P.R. China 200121
7. Updates to the Website or Terms. You understand that the Website may incorporate new features in the future and that YuandaWinston may require that you accept updates to the Website or these Terms in order to continue using the Website.
8. Disclaimer; Limitations; Waivers on Liability; Indemnification.
8.1. Disclaimer of Warranties.
(a) WEBSITE PROVIDED “AS IS”. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD THE SHORTER OF THIRTY (30) CALENDAR DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).
(b) NO WARRANTY OF ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER YUANDAWINSTON NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR PARTNERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “YUANDAWINSTON PARTIES”) WARRANT THAT THE WEBSITE WILL HAVE CONTINUOUS ACCESS, THAT AVAILABILITY TO THE WEBSITE WILL BE UNINTERRUPTED OR THE WEBSITE WILL BE ERROR-FREE.
8.2. Limitations; Waivers of Liability.
(a) DISCLAIMER OF INDIRECT DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE WEBSITE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT YUANDAWINSTON PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR EXPECTABLE INTERESTS IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE WEBSITE.
(b) DISCLAIMER MAY NOT BE APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU.
8.3. Indemnification. You agree to defend, indemnify, save, and hold the YuandaWinston Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Website, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. YuandaWinston reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify YuandaWinston and you agree to cooperate with YuandaWinston’ defense of these claims. YuandaWinston will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of rights to access the Website.
9. General Provisions
9.1. Updates to the Terms and Privacy Policy.
(a) Right to Update. YuandaWinston reserves the right, at our discretion, to change, modify, add or remove portions of these Terms and our Privacy Policy at any time by posting the amended Terms or Privacy Policy through the Website. You will be deemed to have accepted such changes by continuing to use the Website. No amendment to the Terms or Privacy Policy shall apply to any dispute of which YuandaWinston had actual notice before the date of the amendment.
(b) Seeking Consent. If YuandaWinston revises these Terms or its Privacy Policy and seeks your consent to be bound by such revised Terms or revised Privacy Policy and you do not agree to be bound by such revised Terms or revised Privacy Policy before using the Website again, then notwithstanding anything to the contrary, YuandaWinston reserves the right to terminate your use of the Website.
(c) Disagreement With Terms. If at any time you do not agree to any provision of the then-current version of our Terms, the Privacy Policy or any other YuandaWinston policy, rule or code of conduct relating to your use of the Website, your right to use the Website will immediately terminate, and you must immediately stop using the Website.
(d) Conflict. To the extent these Terms or the Privacy Policy conflict with any other YuandaWinston terms, policy, rule, or code of conduct, the provisions of these Terms and the Privacy Policy will prevail.
9.2. Severability. If any provision of these Terms or the Privacy Policy is found invalid, illegal, or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity, illegality, or unenforceability without affecting the validity, legality, or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which will continue to be in full force and effect.
9.3. Assignment. YuandaWinston may assign any of its rights or delegate any of its obligations under these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any rights or obligations under the Terms without the prior written consent of YuandaWinston; any purported assignment or delegation in violation of this Section 9.3 is void.
9.4. Entire Agreement. These Terms, together with any supplemental policies, the Privacy Policy, and any other documents expressly incorporated by reference herein, contain the entire agreement between YuandaWinston and you with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent.
9.5. No Waiver. The failure of YuandaWinston to require or enforce strict performance by you of any provision of these Terms or the Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of YuandaWinston’ right to assert or rely upon any such provision or right in that or any other instance. The express waiver by YuandaWinston of any provision, condition or requirement of these Terms or the Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers or other acts or omissions by YuandaWinston shall be deemed a modification of these Terms nor legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of YuandaWinston.
9.6. Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms to YuandaWinston are of a unique and irreplaceable nature, the loss of which shall irreparably harm YuandaWinston and which cannot be replaced by monetary damages alone, so that YuandaWinston shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Website, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Website or any content or other material used or displayed through the Website.
9.7. Force Majeure/Fundamental Changes. YuandaWinston shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of YuandaWinston, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond YuandaWinston’s control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials, or other fundamental changes of the Website use conditions.
9.8. Choice of Law. The Terms and Privacy Policy shall be governed by the laws of the State of Illinois notwithstanding its conflicts of law provisions.
