Baker & McKenzie Global Services, LLC ("Baker & McKenzie Services") provides this extranet website and the software, applications, calendars and services provided therewith (collectively the "Extranet System"), for the exclusive use of the clients ("Clients") of the member firms of Baker & McKenzie International and, upon written request of Clients, to other parties ("Client Partners"), subject to the terms and conditions set forth herein ("Terms of Use"). Clients, Client Partners and any other person accessing the Extranet System shall be collectively referred to as Extranet Participants. Baker & McKenzie Services, Baker & McKenzie International, and the member firms of Baker & McKenzie International shall be collectively referred to as Baker McKenzie.
In consideration for the permission granted by Baker McKenzie to use the Extranet System, Extranet Participants hereby agree and acknowledge that their use of the Extranet System shall be strictly in accordance with and governed by the Terms of Use and all applicable laws and regulations. If any Extranet Participant does not agree with any of the terms set forth herein, such Extranet Participant must click the "I Do Not Accept" button and immediately cease any attempts to access or use the Extranet System. Notwithstanding anything stated herein to the contrary, if an Extranet Participant accesses any content on the Extranet System or logs into the Extranet System, such Extranet Participant shall be deemed to have accepted the Terms of Use. Use by a natural person of the Extranet System shall be deemed to be use by such person in his or her individual capacity and as an employee, officer, agent or representative of the respective Extranet Participant as the case may be. The Terms of Use shall come into effect on the earlier of the Extranet Participant clicking on the "I Accept" button or accessing any content on the Extranet System.
General Terms of Use
Use of the Extranet System is solely at Baker McKenzie's discretion. Baker McKenzie reserves the right to prohibit anyone at its sole discretion from accessing, using, uploading any information to or downloading any information from the Extranet System, or permitting or causing one or more other persons to do so. Extranet Participants are not granted any rights in or to the Extranet System or any part thereof, other than the limited rights to access and use the Extranet System provided under the Terms of Use. All rights not expressly granted to Extranet Participants in the Terms of Use are reserved and retained by Baker McKenzie.
Login Credentials
Extranet Participants authorized by Baker McKenzie to access or use the Extranet System will obtain unique login credentials. Extranet Participants agree to keep their login credentials confidential and not to disclose their login credentials to any other person. If an Extranet Participant is authorized by Baker McKenzie to be an administrator of a service hosted on the Extranet System, then the Extranet Participant may provide other persons in its organization with access to or use of the Extranet System on the condition that the Extranet Participant remains responsible and accountable for ensuring that such other persons comply with the Terms of Use. Extranet Participants shall inform Baker McKenzie when any person's authorization to access or use the Extranet System should be revoked.
Uploading Content
By uploading content to the Extranet System, an Extranet Participant affirms, represents and warrants that it has or owns all necessary licenses, rights, consents and permissions from all relevant rightsholders to upload such content to the Extranet System in compliance with all applicable laws and regulations. Extranet Participants are solely responsible for the content or information that they upload, cause to upload or permit to be uploaded to the Extranet System. Extranet Participants acknowledge and agree that Baker McKenzie may access and use content uploaded to the Extranet System in accordance with the Baker McKenzie Extranet Privacy Policy ("Privacy Policy"), as it may be changed by Baker McKenzie in its sole discretion from time to time.
Handling Content
The Extranet System contains content that may be confidential, privileged or proprietary to Baker McKenzie, Clients or Client Partners. Extranet Participants shall take all reasonable measures to protect the confidentiality of such content and shall not disclose, share, leak, destroy, sell, lease, publish, alter, remove or use such content or cause or permit one or more other persons to do so except where specifically authorized by the party that holds the proprietary rights to, or rights to the confidential or privileged treatment of, the content.
In addition to handling confidential, privileged or proprietary content in the manner provided above, Extranet Participants shall not disclose, share, leak, destroy, sell, lease, publish, alter, remove or use any other content on the Extranet System or cause or permit one or more other persons to do so except where specifically authorized by the party that holds all relevant rights in and to such content.
Prohibited Uses
Extranet Participants shall not 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 the Extranet System or cause or permit one or more other persons to do so. Furthermore, Extranet Participants shall not copy, modify, decompile, reverse engineer, disassemble, create derivative works of, or otherwise reduce the Extranet System or any part thereof to human-perceivable form or cause or permit one or more other persons to do so.
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 the Extranet System by an Extranet Participant. Baker McKenzie does not endorse or exercise any editorial review in respect of any content uploaded to the Extranet System by an Extranet Participant. Baker McKenzie nevertheless reserves the right to take any action with respect to any content uploaded to the Extranet System that Baker McKenzie deems in its sole discretion is necessary or appropriate, including but not limited to the removal or deletion of such content. Extranet Participants agree to promptly report to Baker McKenzie any suspicious or unauthorized access to or use of the Extranet System. Baker McKenzie reserves the right to monitor any and all activity on the Extranet System and may notify the appropriate parties if any suspicious activity is detected.
Limitations of Liability
EXTRANET PARTICIPANTS EXPRESSLY AGREE THAT THEIR USE OF THE EXTRANET SYSTEM OR ANY OF THE INFORMATION, CONTENT, MATERIALS OR OTHER SERVICES PROVIDED THEREIN IS AT THEIR OWN RISK. BAKER MCKENZIE MAKES THE EXTRANET SYSTEM AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE QUALITY, OPERATION OR ANY OTHER ASPECT OF THE EXTRANET SYSTEM OR THE INFORMATION, CONTENT, MATERIALS OR OTHER SERVICES PROVIDED THEREIN, UNLESS OTHERWISE SPECIFIED IN WRITING.
UNDER NO CIRCUMSTANCES WILL BAKER MCKENZIE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LIABILITY, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING FROM OR RELATING TO THE USE OR ACCESS OR INABILITY TO USE OR ACCESS THE EXTRANET SYSTEM OR THE INFORMATION, CONTENT, MATERIALS OR OTHER SERVICES PROVIDED THEREIN BY AN EXTRANET PARTICIPANT OR ANY OF ITS EMPLOYEES, PERSONNEL, AGENTS, DIRECTORS OR CONTRACTORS. THE PARTIES AGREE THAT, WHERE APPLICABLE LAW REQUIRES LIABILITY BEYOND AND DESPITE THE FOREGOING DISCLAIMER AND LIMITATION, SUCH LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Links to Other Internet Sites
Extranet Participants agree that they are solely responsible for their interactions with external websites and third parties to which the Extranet System provides access (such as by clicking on a link). The Terms of Use and Privacy Policy apply only to the Extranet System 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.
Intellectual Property
All content included on or through the Extranet System with the exception of content uploaded by Clients and Client Partners is the property of Baker McKenzie and protected by United States 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.
Nature of the Parties' Relationship
This Agreement 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.
Waiver
No delay or omission by either party in exercising any right under this Agreement with respect to any of the provisions of this Agreement shall impair any such right or be construed to be a waiver of any such right.
Complaints
Complaints regarding any content or service made available on the Extranet System may be made to
Email: extranetsupportaccount@bakermckenzie.com
Forum Selection and Governing Law
Each party to the Terms of Use consents to the exclusive jurisdiction of the courts of the State of Illinois having jurisdiction over the City of Chicago or in the United States District Court for the Northern District of Illinois for the resolution of any dispute arising under or in relation to the Terms of Use or Privacy Policy.
The rights and duties of the Parties will be governed by the local law of the State of Illinois, excluding any choice-of-law rules that would require the application of the laws of any other jurisdiction. However, the parties to the Terms of Use expressly opt-out of the applicability of the Uniform Computer Information Transactions Act, whether now or hereafter enacted in Illinois ("UCITA") to the Terms of Use and Privacy Policy. The Parties also expressly exclude the application of the U.N. Convention on Contracts for the International Sale of Goods.
Variation
Any variation of the Terms of Use is valid only if it is in writing and accepted by the parties thereto.
Agreement
The Terms of Use and Privacy Policy constitute the complete and exclusive statement of the terms of use of the Extranet System 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.
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.
Baker & McKenzie Extranet Privacy Policy
Baker & McKenzie Global Services, LLC ("Baker & McKenzie Services") provides this extranet website and the software, applications, calendars and services provided therewith (collectively the "Extranet System"), for the exclusive use of the clients ("Clients") of the member firms of Baker & McKenzie International and, upon written request of Clients, to other parties ("Client Partners"), subject to the terms and conditions of the Baker & McKenzie Extranet Terms of Use ("Terms of Use"). Clients, Client Partners and any other person accessing the Extranet System shall be collectively referred to as Extranet Participants. Baker & McKenzie Services, Baker & McKenzie International, and the member firms of Baker & McKenzie International shall be collectively referred to as Baker McKenzie. Any information that relates to an identified or identifiable individual shall be referred to as Personal Information.
The purpose of the Baker McKenzie Extranet Privacy Policy (the "Privacy Policy") is to notify Extranet Participants of Baker McKenzie's information practices in connection with the Extranet System. Extranet Participants are requested to read the Privacy Policy carefully and to review it on a regular basis. The Extranet Participant's access to and use of the Extranet System constitutes its consent to Baker McKenzie's information practices described in this Privacy Policy and any changes that may be made to it by Baker McKenzie according to section 6 below. Should there be any conflicting provisions between the Privacy Policy and the Terms of Use, the Privacy Policy will supersede the Terms of Use only to the extent of the conflicting provisions.
What Personal Information Does Baker McKenzie Collect?
Personal Information You Provide – Baker McKenzie collects and stores any Personal Information that an Extranet Participant uploads to the Extranet System or provides to Baker McKenzie in any other way in connection with the Extranet System. This Personal Information may include but is not limited to name, title, email address, phone number, fax number, work and home addresses, citizenship, date of birth, place of birth, marital status and details of education, prior employment, qualifications and/or references. Personal Information You Provide may also include more sensitive types of Personal Information such as might be found on employment contracts, immigration, tax and other regulatory forms, and other documents uploaded by Extranet Participants to the Extranet System. These more sensitive types of Personal Information include but are not limited to passport number, driver's license number, salary and other contractual benefits under employment contracts, trade union membership, records of unlawful or objectionable behavior, bank account details, national tax numbers, social security numbers or social insurance numbers.
Personal Information Automatically Collected – Baker McKenzie automatically collects and stores certain types of information whenever Extranet Participants interact with the Extranet System such as through internet protocol (IP) addresses, log files, internet tags, session (temporary) cookies and persistent (permanent) cookies. The types of Personal Information that may be automatically collected through these means include but are not limited to the frequency with which an Extranet Participant accesses the Extranet System, the dates and times at which the Extranet Participant accesses the Extranet System, the specific pages, files or documents accessed by the Extranet Participant, and other similar information about the Extranet Participant's activity on the Extranet System. Extranet Participants agree and acknowledge that if they configure their browsers to reject cookies, they may be unable to access or utilize certain functions, services or content provided by the Extranet System.
For What Purposes Does Baker McKenzie Use and Process Personal Information?
In order to provide legal services to Clients and carry out its business operations, Baker McKenzie may, to the extent required, use and process Personal Information for the following purposes (the "Extranet Purposes").
To coordinate legal projects, Baker McKenzie may process and use contact information such as email addresses, phone numbers and work addresses.
To conduct due diligence and document review as part of its legal services to Clients, Baker McKenzie may process and use any and all of the types of Personal Information You Provide.
To host data rooms for Clients, Baker McKenzie may process and use any and all of the types of Personal Information You Provide.
To facilitate the completion of legal documents and regulatory forms on behalf of Clients, Baker McKenzie may process and use any and all of the types of Personal Information You Provide.
To process requests or inquiries from Clients relating to legal services, Baker McKenzie may process and use any and all of the types of Personal Information You Provide.
To help improve the experience of Extranet Participants on the Extranet System, Baker McKenzie may process and use Personal Information Automatically Collected as well as name, phone number and work address.
To send marketing correspondence in accordance with applicable laws and regulations, Baker McKenzie may process contact information such as email addresses and work addresses.
Baker McKenzie will not process Personal Information for any other purpose incompatible with the purposes outlined in this section unless it is required or authorized by law, or as authorized by the relevant data subject or rightsholder. For some activities, processing of certain Personal Information continues after a Client is no longer a Client of Baker McKenzie. However, Baker McKenzie will not keep Personal Information longer than required or appropriate in accordance with the law.
Under What Conditions is Personal Information Disclosed?
Personal Information collected from a Client and uploaded to the Extranet System is disclosed to that Client, those Client Partners who have been provided access to that information upon written request of the Client, and members of Baker McKenzie to the extent necessary to fulfill the Extranet Purposes.
As necessary for the Extranet Purposes described above, Personal Information may also be shared with one or more parties, whether affiliated or unaffiliated, to process Personal Information under appropriate instructions ("Data Processors"). Such Data Processors may carry out instructions related to IT system support, compliance and other activities, and will be subject to contractual obligations to implement appropriate technical and organizational security measures to safeguard the Personal Information and to process the Personal Information only as instructed by Baker McKenzie.
Recipients of disclosed Personal Information may be located outside your jurisdiction, for example, in the USA.
Baker McKenzie will not disclose or transfer Personal Information except in compliance with its internal policies and all applicable laws and regulations.
What Security Measures Does Baker McKenzie Implement?
Baker McKenzie will implement reasonable and appropriate administrative, technical, organizational and physical security measures to safeguard Personal Information.
How can I exercise access, correction, or other rights?
Baker McKenzie has appointed a contact person to respond to access and correction requests, questions and complaints. Baker McKenzie will consider such requests, questions and complaints within a reasonable time. The contact person for Baker McKenzie is available through:
Email: extranetsupportaccount@bakermckenzie.com
Under applicable data protection laws, data subjects may be entitled to request access to and/or correct, block or delete their Personal Information, or object to any use of their Personal Information. If Baker McKenzie will not be able to disclose the requested information or make the change requested, Baker McKenzie will provide reasons for the denial.
Changes to this Policy
Baker McKenzie reserves the right to change the Privacy Policy from time to time in its sole discretion without prior notice. If Baker McKenzie changes the Privacy Policy, then the revised Privacy Policy will be posted at the "Privacy Policy" link on the extranet website's home page.
The Privacy Policy is effective as of 15 January, 2015.