Acceptance of Terms
Counsel to draft. Standard acceptance clause covering:
- Access to or use of the site constitutes acceptance
- If user does not agree, they must not use the site
- Age/capacity requirements (must be of legal age in jurisdiction; acting on own or authorized organizational behalf)
Use of the Site
Counsel to draft. Permitted-use clause and prohibitions. Considerations:
- Site provided for informational and inquiry purposes
- Prohibitions: automated scraping, reverse engineering, attempts to circumvent security, interference with operation, unauthorized access
- No use for unlawful purposes
- No misrepresentation of identity in contact submissions
Intellectual Property
Counsel to draft with extra care. This section will assert IP ownership claims that must be consistent with the broader IP posture, including the pending Microsoft IP assignment question:
- Ownership of site content, design, trademarks, and protectable elements
- Reference to the Lattice Transfer Protocol (LTP) as proprietary technology
- Patent-pending status disclosure
- Limited license granted to users for personal review of public-facing content only
- Explicit reservation of all rights not expressly granted
- Trademark notice for "LatticeWorks", "Lattice Transfer Protocol", and the L letterform mark
- DMCA agent designation if applicable
Counsel should ensure assertions here do not exceed the company's actual rights position pending resolution of upstream IP questions.
User Submissions
Counsel to draft. Governing information submitted via contact form or email. Should address:
- License grant: by submitting, user grants LatticeWorks the right to use the submission for the purpose of responding and ongoing business communication
- No expectation of compensation for submitted ideas, feedback, or suggestions
- User represents they have the right to submit the content (no third-party confidential information without authorization)
- No obligation on LatticeWorks to maintain confidentiality of unsolicited submissions absent a separate NDA
Confidentiality
Counsel to draft. Reconciliation of the public site with the company's actual confidentiality posture. Should clarify:
- LatticeWorks treats inquiry submissions as confidential business communications but absent a separate NDA does not formally undertake confidentiality obligations
- Technical materials (whitepaper, reference implementation) are shared only under separate executed NDA
- Marketing materials and site content are public and non-confidential
Disclaimers
Counsel to draft standard disclaimers. Typical scope:
- Site provided "as is" and "as available" without warranties of any kind
- No warranty of accuracy, completeness, or current-ness of information
- Technical claims (security, performance, compliance) on the site are descriptive, not contractual; binding warranties only attach via separate written agreements
- No professional advice (legal, financial, security) is conveyed via the site
Limitation of Liability
Counsel to draft. Standard cap-and-exclusions clause:
- Exclusion of indirect, incidental, consequential, special, and punitive damages
- Aggregate liability cap (typically a small dollar amount for a site with no paid services)
- Carve-outs as required by applicable law (gross negligence, willful misconduct, certain consumer protections)
Indemnification
Counsel to draft. User indemnifies LatticeWorks for:
- User's breach of these Terms
- User's misuse of the site
- User's violation of applicable law
- User's infringement of third-party rights via submissions
Termination
Counsel to draft. Should address:
- LatticeWorks may suspend or terminate access at any time, with or without notice, for any reason
- Survival of provisions that by nature should survive (IP, confidentiality, disclaimers, liability limits, governing law, indemnity)
Governing Law & Disputes
Counsel to draft. Considerations:
- Governing law: Delaware (state of organization) — confirm preference
- Exclusive jurisdiction and venue clause
- Whether to include arbitration provision and class action waiver
- Limitations period for claims
- EU/UK consumer rights carve-outs where required
Modifications to Terms
Counsel to draft standard amendment clause. Should specify:
- LatticeWorks may update these Terms from time to time
- Effective date posted at top of document
- Continued use after update constitutes acceptance
- Material changes notification method (if any committed)
Miscellaneous
Counsel to draft standard miscellany. Customary items:
- Entire agreement (subject to separate executed agreements taking precedence)
- Severability
- No waiver
- Assignment (LatticeWorks may assign; user may not without consent)
- Force majeure if appropriate
- Headings for convenience only
- Relationship of parties (no agency/partnership)
Contact
Counsel to finalize contact details. Should include:
- Company name: LatticeWorks, LLC
- State of organization: Delaware
- Legal/notice email (e.g.,
legal@latticeworks.solutions— orinfo@until set up) - Mailing address (registered agent or business address)
- Designated agent for legal notice if different from above