Terms of Use

Baker McKenzie Resource Hub - Terms of Use

These Resource Hub Terms of Use ("Terms of Use") are issued by the member firms and affiliates of Baker McKenzie International (the "Firm", "Baker McKenzie", "we", "our") in relation to the use of Resource Hub as a digital library of legal content by internal and external users ("Resource Hub"). Resource Hub facilitates the provision of general legal content across practices and industries prepared by or under the direction of, unless otherwise indicated, the Firm.

Resource Hub is for the exclusive use of the employees ("Employees") and clients ("Clients") of the member firms of the Firm and, upon written request, to other parties ("Partners"), subject to the Terms of Use set forth herein . Employees, Clients, Partners and any other person accessing Resource Hub shall be collectively referred to as Participants

Resource Hub and the content provided therewith is made available to Participants by the member firms and affiliates of Baker McKenzie. You can find a list of member firms of Baker McKenzie here: http://www.bakermckenzie.com/, by clicking All Locations in the upper right corner of the site.

These Terms of Use describe the basis on which Resource Hub is made available to Participants. In consideration for the permission granted by Baker McKenzie to use Resource Hub, Participants hereby agree and acknowledge that their use of Resource Hub shall be strictly in accordance with and governed by these Terms of Use and all applicable laws and regulations. These Terms of Use shall be valid between you and Baker McKenzie and shall come into effect when the Participant uses and/or accesses any content on Resource Hub. If any Participant does not agree with any of the terms set forth herein, such Participant should immediately cease any attempt to access or use Resource Hub.

Please see the Resource Hub Privacy Notice ("Resource Hub Privacy Notice") for information about how personal data is processed in connection with Resource Hub.

1. General Terms of Use

Use of Resource Hub is solely at Baker McKenzie's discretion. Baker McKenzie may, if necessary or appropriate, and to the extent permitted by applicable law, prohibit anyone from accessing, using or downloading any information from Resource Hub, or permitting or causing one or more other persons to do so. Participants are not granted any rights in or to Resource Hub or any part thereof, other than the limited rights to access and use Resource Hub provided under the Terms of Use. All rights not expressly granted to Participants in the Terms of Use are reserved and retained by Baker McKenzie. Participants shall comply with all applicable laws (including, without limitation, laws relating to intellectual property or data privacy) when using Resource Hub.

2. Login Credentials

Participants authorized by Baker McKenzie to access or use Resource Hub will obtain unique login credentials. Participants agree to keep their login credentials confidential and not to disclose their login credentials to any other person. If a Participant is authorized by Baker McKenzie to be an administrator of a service hosted on Resource Hub, then the Participant may provide other persons in its organization with access to or use of Resource Hub and shall inform Baker McKenzie when any person's authorization to access or use Resource Hub should be revoked.

If the Participant's username or password is lost or stolen, or if the Participant believes that their account has been accessed by unauthorised parties, the Participant must promptly change their password and/or notify Baker McKenzie as provided in the Contact Us section below.

3. Guidelines for Use of Baker McKenzie Resource Hub Resources

The Resource Hub online knowledge, training and assessment resources ( the "Resources") bring together the work product of Baker McKenzie lawyers (and personnel) and contributing firm lawyers (and personnel) in different countries and different substantive areas of law. The Resources include multi-jurisdictional information on various substantive areas of law, including, but not limited to tax/social security, securities law, exchange controls, labor and employment law, banking law, and data privacy. Because of the complex inter-relationship of these areas, and the possibility for making a mis-step if this information is not correctly understood or applied to a particular client situation, Baker McKenzie has prepared these Terms of Use for the Resources (the Guidelines) for Baker McKenzie lawyers (and personnel) and contributing firm lawyers (and personnel) seeking access to the materials available within the Resources. Baker McKenzie lawyers (and personnel) and contributing firm lawyers (and personnel) seeking such access should review these Guidelines and understand that, by accepting these Terms of Use, you agree to follow these Guidelines and will contact Baker McKenzie if you have any questions about the Resources.

The Resources are generic and do not address any specific Client’s situation/transaction/circumstance. The Resources include certain assumptions (varied per Resource) upon which the information in the Resource is based.

To ensure your understanding of the information contained in the Resources, it is strongly recommended that you read these assumptions thoroughly.

Because the Resources are generic and are not based on a particular Client’s situation/transaction/circumstance, the information contained in the Resources must not be used to provide legal advice to a specific client. Rather, the information should be used to gain a general understanding of the issues only. This information must not be used to provide specific advice to a Client without confirming the applicability of the analysis with a qualified lawyer in the relevant country. Lawyers must never give legal advice using content relating to a jurisdiction in which they are not qualified, or an area of law with which they are not familiar, without first consulting an appropriately qualified partner and involving them in the matter. Any breach of this requirement may be a breach of professional rules and the Firm's internal policies.

Accordingly, Baker McKenzie asks that you agree to consult with a qualified lawyer in the relevant jurisdiction(s) before providing the information on the Resource as specific advice to a Client. You may either contact the attorney whose name is listed as author of the relevant country specific analysis or Baker McKenzie can provide you with an appropriate contact person in the relevant jurisdiction.

Because the Resources are subscribed to by multinational corporations, there are often other relevant legal issues, not to mention business or ethical issues, which must be considered. For example, in the case of the Global Equity Resource, if a U.S. multinational is granting options to employees of its foreign subsidiaries, the U.S. tax, securities law and accounting issues must be considered, along with the legal issues that arise in the jurisdiction in which the employees reside. In many cases, the requirements of U.S. stock exchanges will also be relevant. Some of these issues have been addressed in the information contained in the Global Equity Resource plan analyses, but many have not. It would be imprudent, if not inaccurate, to advise a client on these types of issues without considering all other relevant issues as well.

Accordingly, Baker McKenzie asks that you agree to consult with a qualified lawyer (or lawyer(s) in the relevant jurisdiction or jurisdictions, as the case may be. You may either contact the attorney whose name is listed as author of the country specific analysis in the relevant Resource or Baker McKenzie can provide you with an appropriate contact person in the relevant jurisdiction.

There are a number of competitors which provide similar online resources to one or more of the Resources and, in particular, provide on-line subscription services. Among such competitors are law firms, accounting firms and consultants, including. It is essential that the analyses and information contained on the Resources not be shared with Baker McKenzie competitors.

Accordingly, Baker McKenzie asks that you agree not to share any of the information contained in the Resources with a Baker McKenzie competitor absent the specific written approval of Baker McKenzie. You also agree to not use the information contained on the Resources in any marketing or promotional effort which might result in competitor access without the specific written approval of Baker McKenzie. This prohibition does not limit a Baker McKenzie or contributing firm attorney (or personnel) from using any marketing or promotional materials prepared by Baker McKenzie, and we encourage such attorneys (and personnel) to obtain such materials from Resource Hub and to distribute such materials freely.

The materials which form part of the Resources reflect improvements on written materials prepared by the Baker McKenzie attorneys, contributing firm attorneys, Resource Hub editors, and others. As such, Baker McKenzie and contributing firms do not have any right to sell, license or otherwise exploit the Resources content as so improved without Baker McKenzie's prior written consent.

Should you wish to sell, license or otherwise provide Resource content to a client or use it as marketing material, you may not do so absent Baker McKenzie's prior written consent.

Baker McKenzie and its stakeholders and contributors have gone to considerable lengths to ensure that the information and analyses contained in the Resources are thorough, accurate, up to- date and well written. However, in some cases, the Resources may not reflect the most current legal, regulatory and market developments. All summaries of the laws, regulation and practice are subject to change. You should not rely on any Resources on Resource Hub without confirming that such information is current and accurate, or without ensuring that you understand the implications arising from the use of the Resources.

Participants should limit downloading and printing of documents to what is necessary. This is because Resource Hub is designed to enable access to maintained knowledge which is updated from time to time to reflect practice developments or changes in law. Content that is downloaded and saved locally will not include changes made after download. Printing or downloading a large number of documents to local folders also creates security risks.

A number of Resources are strictly internal only. Please check before use and note that access to those sites must not be given to anyone outside of the Firm.

Should you have any questions or concerns about any of the information contained in the Resources or should you wish to contribute a Resource subscriber e-alert or other information to the Resources, you may contact Baker McKenzie.

4. Handling Content

Resource Hub contains content that may be confidential, privileged or proprietary to Baker McKenzie or its Clients. Resource Hub Participants shall take all reasonable measures to protect the confidentiality of such content and care must be taken to check for and remove any client or matter specific content before using materials for another purpose. Resource Hub Participants shall not disclose, share, leak, destroy, sell, lease, publish, alter, remove or use any content, or cause or permit one or more other persons to do so except where specifically authorised by the party that holds the proprietary rights to, or rights to the confidential or privileged treatment of, the content.

5. Prohibited Uses

Baker McKenzie monitors the misuse of Resource Hub by Participants. Use of content on Resource Hub must always be appropriate and in accordance with the Firm's professional standards and policies.

Specifically, Participants shall not

create or display content on Resource Hub that is illegal, discriminatory, harmful, fraudulent, deceptive or defamatory, that promotes or encourages violence or violation of laws;
use Resource Hub in a manner which is likely to infringe any Firm policy including without limitation any policy relating to information security, data privacy, diversity and inclusion, sustainability, corporate and social responsibility or the Firm's code of business conduct or attorney manual;
use Resource Hub to violate laws or infringe the rights of Baker McKenzie or any third party;
export, download or print large amounts of content from Resource Hub without the prior authorisation of the Baker McKenzie;
interfere with the normal functioning of Resource Hub or anyone else's use of Resource Hub;
use any data mining, robots or similar data gathering and extraction tools, or viruses, Trojan horses, spyware or any other technologies or malicious code in connection with use of Resource Hub or cause or permit one or more other persons to do so;
copy, modify, decompile, reverse engineer, disassemble, create derivative works of, or otherwise reduce Resource Hub or any part thereof to human-perceivable form or cause or permit one or more other persons to do so, unless explicitly allowed by applicable law;
·violate, circumvent or attempt to violate or circumvent any security measures employed by us; access or attempt to access data or materials which are not intended for the Participant's use; log into, or attempt to log into, a server or account which the Participant is not authorised to access; attempt to scan or test the vulnerability of our servers, system or network or attempt to breach our data security or authentication procedures; attempt to interfere with Resource Hub by any means including, without limitation, hacking our servers or systems, submitting a virus, overloading, mail-bombing or crashing.

6. Administration

Baker McKenzie has no duty or obligation under the Terms of Use to monitor, correct, remove or take any action in respect of any content uploaded to Resource Hub by a Participant. Baker McKenzie does not endorse or exercise any editorial review in respect of any content uploaded to Resource Hub by a Participant. Baker McKenzie may take any action with respect to any content uploaded to Resource Hub that is necessary or appropriate, including but not limited to the removal or deletion of such content. Participants agree to promptly report to Baker McKenzie any suspicious or unauthorised access to or use of Resource Hub . Baker McKenzie reserves the right to monitor any and all activity on Resource Hub and may notify the appropriate parties if any suspicious activity is detected.

7. Disclaimer and Limitation of Liability

Baker McKenzie accepts no responsibility for the content of Resource Hub and/or any loss incurred as a result of you using Resource Hub and/or the information contained on Resource Hub. All information is prepared and / or supervised by qualified attorneys in the relevant jurisdictions.

No confidentiality duties will attach to communications entered into between Baker McKenzie and Participants unless otherwise agreed in writing. Your use of Resource Hub does not entitle you to conflict of interest protection from Baker McKenzie (or any of its Member Firms) or other law firms, as such use does not create an attorney-client relationship with any law firm. All information provided on Resource Hub is for general information purposes only and should not be relied upon without receiving legal advice. It does not purport to be comprehensive or provide legal or other advice. Professional legal advice should be sought from Baker McKenzie or other professional advisors directly where required. You are responsible for obtaining your own legal advice and should not act or refrain from acting on the basis of any content on Resource Hub.

Baker McKenzie accepts no responsibility for any loss which may arise from reliance on information contained on Resource Hub; or for any interruption, suspension termination or delay in the transmission of content or information from Resource Hub for whatever reason; or for any computer viruses or other destructive programs encountered as a result of using Resource Hub. The information, software, products, and services published on Resource Hub may include inaccuracies or typographical errors. Changes are periodically made to the information on this Website.

Baker McKenzie makes no representations about the suitability of the information and services contained on Resource Hub for any purpose.

Baker McKenzie is not liable for any loss or damage arising from any allegation, suit, claim, or other proceeding based on the allegation that the use of Resource Hub and/or the content thereof infringes copyright, patent, trademark or any other intellectual property rights or contractual rights of any third party.

Each Participant is the sole user of their personal identification code and password, and is responsible for the security and use of their user identification and password. Participants will generally be asked to change their password every ninety days. Each user agrees to keep such information private and not assign, transfer, resell or share such information with any third party. Failure to comply may result in denial of access to Resource Hub.

You agree to indemnify, defend and hold Baker McKenzie harmless from and against any and all suits, losses, claims, demands, liabilities, costs and expenses that it may sustain or incur, arising from your use of Resource Hub. References to Baker McKenzie, in this context, shall include its employees, agents, affiliates, successors, officers and assigns.

Further disclaimer and limitation of liability details in respect of Resource Hub are available here.

8. Links to Other Internet Sites

Participants agree that they are solely responsible for their interactions with external websites and third parties to which Resource Hub provides access (such as by clicking on a link). The Terms of Use and Resource Hub Privacy Notice apply only to Resource Hub and do not apply to other portions of Baker McKenzie's internal network or to any external websites. Baker McKenzie shall not be responsible for third parties' information practices. Baker McKenzie provides links as a convenience, and such inclusion of any link does not suggest endorsement of the site or its content.

9. Intellectual Property

Knowhow content on Resource Hub and all associated work product is the exclusive property of the Firm and you must not copy or remove such content for personal use.

All content included on or through Resource Hub is the property of Baker McKenzie and protected by applicable national and international copyright laws, trademark laws, patent laws, and other intellectual property laws, as applicable. Such content includes but is not limited to text, graphics, logos, button icons, images, data compilations, systems, processes and applications.

Except as otherwise expressly provided under these Terms of Use, the Firm is not giving Participants any licenses to any such intellectual property by providing access to Resource Hub. All rights not explicitly granted to Participants are reserved by the Firm.

10. Nature of the Parties' Relationship

These Terms of Use shall in no way be construed to render either party a partner, employee or agent of the other party. Neither party shall have any right or authority to assume or create any liability or obligation, expressed or implied, on behalf of, or to bind in any manner, the other party.

Unless agreed otherwise, both parties are independent controllers in respect of personal data and must comply with their own data privacy obligations under applicable laws.

11. Waiver

No delay or omission by any party in exercising any right under these Terms of Use with respect to any of the provisions of these Terms of Use shall impair any such right or be construed to be a waiver of any such right.

Baker McKenzie and Participants expressly agree to waive and set aside their respective rights and obligations under any applicable law in the event of any termination of these Terms of Use to the extent that such law requires any judicial pronouncement for the termination of these Terms of Use.

12. Contact Us

Inquiries regarding any content or service made available on Resource Hub may be made using the 'Contact Us' section of the Firm's website (available here).

13. Governing Law/Jurisdiction Without prejudice to any mandatory provisions of applicable law which cannot be excluded or restricted as a matter of law:

(a) these Terms of Use shall be governed and construed under the laws of the State of Illinois without regard to conflicts of law provisions;

(b) any suit or arising out of or relating to these Terms of Use will be brought in the federal or state courts, as applicable, in the State of Illinois and each party irrevocably submits to the jurisdiction and venue of such courts;

(c) the parties expressly exclude the application of: (i) the Uniform Computer Information Transactions Act; and (ii) the UN Convention on Contracts for the International Sale of Goods (in each case as amended, consolidated or repealed from time to time).

14. Variation

Any variation of the Terms of Use is valid only if it is in writing or using electronic means (e.g. email) and accepted by the parties thereto. Continued use of Resource Hub constitutes acceptance by a Participant of any such variations to the information, content, materials or services therein and/or the Terms of Use that are published on Resource Hub from time to time.

15. Entire Agreement

The Terms of Use and Resource Hub Privacy Notice, together with any relevant information, constitute the complete and exclusive statement of the terms of use of Resource Hub and supersede all representations, discussions and correspondence between the parties regarding the same, including but not limited to any letters, proposals, verbal or other communications sent by one party to the other party. Nothing in this clause shall limit or exclude liability for fraud.

16. Severance

If any provision of the Terms of Use is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of the Terms of Use will remain in full force and effect and will not in any way be impaired.

17. Assignment and Delegation

Participants may not assign or delegate any rights or obligations under these Terms of Use and any purported assignment or delegation shall be ineffective. Baker McKenzie may freely assign or delegate all rights and obligations under these Terms of Use, fully or partially.

18. Copyright and Reproduction

Details of the copyright and reproduction information in respect of Resource Hub are available here.

Effective Date: October 2022