Terms of Use — Merger Control Compliance
These terms are an agreement between you and CILC L.L.C., a New York limited liability company ("CILC", "we"). They govern your use of Merger Control Compliance. You accept them by ticking the acknowledgement box presented before you first use the service. That tick, the version you were shown, and the time are recorded. Merely visiting the site is not acceptance.
1. About CILC
CILC L.L.C. provides legal education tools and marketing tools for the attorneys affiliated with it. CILC provides the technology, systems and services those attorneys use. The practice of law is carried on by those attorneys, not by CILC. No CILC employee acts as your lawyer, and CILC does not provide legal services, legal representation or legal advice.
Legal services, if requested and accepted, are provided by the relevant affiliated attorney, who is independently responsible for them under that attorney's own engagement terms and professional obligations.
The training modules used by Merger Control Compliance are reviewed and approved by a licensed attorney before publication. That review is of the general content, not of your organization or of any transaction, and the attorney who approves content does not thereby act for you.
2. What Merger Control Compliance is
Merger Control Compliance puts together training programs about merger control rules from standard modules. It gives general information. It does not apply the law to any transaction or to your organization's circumstances, and it does not create an attorney-client relationship with CILC or with any attorney who approved its content.
It asks a short set of general, multiple-choice questions: which law the training should cover, who will attend, how long it should be, and which additional topics to include. From your answers it selects standard modules and arranges them into a training program. Your answers select what is included; they are not weighed, scored or judged, and no text is written for you.
You can see the outline of your program and its first slides without charge. The complete program can be purchased and downloaded as a PDF file and as a PowerPoint file (section 8).
3. What it is not
In particular:
- Using the service, or buying a program, does not make you a client of CILC or of any attorney.
- A training program is general training material. It is not legal advice, and it is not a statement about what the law requires of your organization in any particular transaction.
- A program is not reviewed by an attorney for your organization unless you separately ask for attorney review and an attorney accepts (section 7). Every file says so on each page.
- The law changes. A program reflects the modules as they stood on the date shown on it. The amounts, periods and examples in it may be out of date later.
- A program is not a substitute for advice from your own counsel on a transaction.
4. Eligibility and accounts
Merger Control Compliance is offered to businesses located in the United States, and to individuals acting for them in a business capacity. You must be at least 18 and able to enter into a binding agreement. If you use the service on behalf of an organization, you confirm you are authorized to accept these terms for it.
You are responsible for keeping your account credentials secure and for activity under your account. Tell us promptly at info@c-ilc.com if you believe your account has been compromised. One account is for one person; do not share credentials.
5. What you must not submit
The service asks for nothing about any transaction, and has no field for it. The only free text it accepts is a name for the cover of your program and, if you ask for attorney review, your contact details and the names of the companies concerned. You must not use any of these fields, or any other part of the service, to transmit:
- the facts, terms or timing of any transaction;
- confidential or privileged documents or communications;
- trade secrets or commercially sensitive material;
- personal data about any other person, beyond the contact details requested; or
- credentials, API keys or security information.
Discuss those with an attorney once an engagement and a secure channel are confirmed.
6. Acceptable use
You agree not to: use the service unlawfully; attempt to gain unauthorized access to it or to another customer's data; probe, scan or test its security without our written permission; use automated means to extract its content; reverse engineer it; attempt to obtain the complete program without paying for it; or use it to provide legal advice to third parties.
7. Requesting attorney review
Once you have purchased a program, you may ask, through the service, for an attorney affiliated with CILC to review it and adapt it to your organization. This is optional: you are free to take your program to any lawyer you choose. A request is an enquiry only.
- Attorney review is a separate legal service. It is provided by the attorney, and not by CILC or by the service.
- It covers the training program. Advice on a specific transaction is not part of it and would need a separate engagement with the attorney.
- A flat fee applies. You agree the fee with the attorney and pay it directly to the attorney, under the attorney's own engagement terms. The price of the program does not include it.
- Submitting a request does not create an attorney-client relationship and does not constitute engagement of any attorney. No engagement exists unless and until the relevant attorney confirms it in writing, on that attorney's own terms.
- A request asks for your contact details and the names of the companies concerned. CILC intake passes them to an affiliated attorney, who checks for conflicts of interest before accepting. No engagement should be assumed until that attorney has completed that check.
- CILC does not represent any customer. The service is open to any business, including one adverse to you. A request implies no exclusivity and no duty of loyalty on CILC's part.
- We do not guarantee that any attorney will accept a request, or the time in which a response will be given.
8. Purchases
Price and payment. The price of a program is shown before you pay. Any tax that applies is added and shown before you confirm. Payment is taken by Stripe, our payment provider, on Stripe's own payment page. We do not receive or store your card number.
What you buy. One purchase covers one training program, as put together from the answers you gave. It includes the PDF file and the PowerPoint file of that program, and you may download them as often as you wish while your account is open. A program made from different answers is a separate program and a separate purchase.
No refunds. The complete program is made available to you for download as soon as your payment is confirmed. For that reason payments are not refundable, except where the law requires otherwise. If a file does not open or is incomplete, tell us at info@c-ilc.com and we will put it right.
The program as purchased. A purchased program stays as it was when you bought it, so that later downloads give you the same program. We may publish revised modules later; they are not added to a program you have already purchased.
9. Your content and our content
You keep whatever rights you have in the answers and details you provide. You grant us a license to process them for one purpose only: to operate the service, produce your programs and handle your requests. We do not use them to develop or improve the service, and we do not build datasets from them. Section 4 of the Privacy Notice states every purpose for which we process your data, and it is exhaustive.
The service, including its questions, its modules and the way they are selected, belongs to CILC or its licensors.
Your license to a purchased program. When you purchase a program, CILC grants your organization a non-exclusive, non-transferable license to use it for the training of its own personnel and the personnel of its affiliates, and of advisers working with them. Within that purpose you may copy it, present it and adapt the PowerPoint file. You may not sell it, publish it, or offer it to others as training or as your own product, and you may not remove the notices printed on it. If you change the content of a slide, the changed slide is yours, and it is no longer text approved for Merger Control Compliance.
10. Availability and changes
We may change, suspend or discontinue any part of the service. We aim to give reasonable notice of significant changes but do not guarantee uninterrupted availability. We may revise the questions and the modules as the underlying law develops.
If we materially change these terms, we will publish a new version and ask you to acknowledge it before you continue using the service.
11. How CILC is paid
CILC is paid the price of the programs it sells, and nothing else in connection with this service.
CILC does not share revenue with affiliated attorneys, and receives no fee, commission or revenue share from any attorney in connection with a request made through this service. The fee for attorney review is agreed with and paid to the attorney alone. CILC has no financial interest in whether you request attorney review, or in which attorney accepts a request.
12. Termination
You may stop using the service at any time, and you may close your account and erase your data from your account page, or by writing to info@c-ilc.com. Closing your account ends your access to programs you have purchased. We may suspend or terminate access if you breach these terms, if required by law, or if we discontinue the service. If we discontinue the service, we will give you reasonable notice to download the programs you have purchased. Sections 1, 3, 5, 9, 13, 14 and 15 survive termination.
13. Disclaimers and limitation of liability
THE SERVICE AND THE PROGRAMS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, CILC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT A PROGRAM IS ACCURATE, COMPLETE, CURRENT OR SUITABLE FOR ANY PARTICULAR SITUATION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CILC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE OR A PROGRAM. CILC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE AND THE PROGRAMS IS LIMITED TO THE AMOUNT YOU PAID TO CILC FOR PROGRAMS IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
Express exceptions. Nothing in these terms excludes or limits liability for:
- gross negligence;
- wilful misconduct;
- fraud or fraudulent misrepresentation;
- death or personal injury caused by negligence; or
- any other liability that cannot lawfully be excluded or limited.
Who this section protects. The disclaimers and limitations in this section apply equally, and on the same terms, to the attorneys who review and approve the content used by the service, to affiliated attorneys in respect of the service itself, and to CILC's officers, employees, contractors and suppliers. Each of them is an intended third-party beneficiary of this section and may rely on and enforce it directly. This does not affect an attorney's own responsibilities to a client under any engagement that attorney accepts, which are governed by that engagement and by the attorney's professional obligations, not by these terms.
14. Governing law and disputes
Governing law. These terms, and any dispute arising out of or relating to them or to the service, are governed by the laws of the State of New York, without regard to its conflict of laws rules.
Forum. The state and federal courts located in New York County have exclusive jurisdiction over any such dispute, and you and CILC each consent to the personal jurisdiction of those courts and waive any objection to venue there.
These terms contain no arbitration clause. Disputes are resolved in the courts named above.
15. General
These terms, with the Privacy Notice and the notice shown before a request for attorney review, are the entire agreement between you and CILC about the service. If any provision is unenforceable, the rest continues in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these terms; we may assign them to an affiliate or in connection with a transfer of our business.
Questions about these terms: info@c-ilc.com.
