FRESHFIELDS
EAM
TERMS & CONDITIONS
OCTOBER 2024
1. Introduction
These terms of use (Terms) apply to:
a. this website and its subdomains (the Website) and use of the Website including any successor or replacement Website containing substantially similar information as the referenced Website;
b. all services, facilities and functionality made available or delivered via the Website, whether delivered through the Website or an API (Application Program Interface), including but not limited to software as a service and hosted software (together, Online Services); and
c. all content (including but not limited to text, data, video, sound recordings, graphics, photographs, applications, tools and functionality) published on the Website or made available through the Website and/or Online Services (Freshfields Content).
These Terms are a legally binding agreement between the User (i.e. you) and Freshfields.
By accessing or using the Website, and the Freshfields Content and Online Services available via the Website, you signify that you have read, understand and agree to be bound by these Terms in all respects with respect to the Website.
Your rights and restrictions
We provide the Website, Online Services and Freshfields Content "as-is", without warranty or liability and we expressly disclaim all express or implied warranties, conditions and representations (whether express, implied in fact or by operation of law, or statutory) as to any matter whatsoever, including (without limitation) conditions of title, merchantability, quality, title, fitness for purpose, non-infringement, compatibility, security and accuracy of the Website, Online Services and Freshfields Content. We do not warrant that the Website, Online Services and Freshfields Content will be uninterrupted, Virus-free, error-free, that all errors will be corrected or that the Solutions will satisfy your requirements. Therefore, your use of the Website, Online Services and Freshfields Content is entirely at your risk.
You shall:
a) not make back-up copies of or create derivative works based upon the Website, Online Services, the Freshfields Content or any software or technology included within or required for use with the Online Services, or use, access, reverse engineer, decompile, disassemble, copy or otherwise attempt to derive any source code of the Online Services, except as permitted under these Terms and by Law;
b) not licence, sub-licence, lease, assign, transfer, sell, re-sell, distribute, time share, rent or otherwise deal in or encumber the Online Services, or use the Online Services for the benefit of, or on behalf of, a third party;
c) not remove or alter any notices, markings or legends on, in or associated with the Online Services or any Freshfields Content;
d) not access or use the Online Services or Freshfields Content for the purpose of developing or operating products or services intended to be offered to third parties in competition with us (in respect of both the Online Service and the Freshfields Content we provide);
e) not use the Online Service or the Freshfields Content in a way that: (i) violates or infringes any rights of a third party; (ii) violates any applicable Law or (iii) effects or facilitates the storage or transmission of libellous, offensive, tortious or otherwise unlawful material including, but not limited to, material that is harassing, threatening or obscene; and
f) not interfere with or disrupt the integrity, operation or performance of the Online Services or interfere with the use or enjoyment of it by others by, among other things, using it to create, use, send, store or run Viruses (as defined below) or other harmful computer code, files, scripts, agents, or other programs.
We may use technical measures embedded within or deployed in relation to the Online Services to monitor your use of the Website and the Online Services and in addition, we may, at any time, request information and/or access to your premises and systems to verify your compliance with these Terms.
Should you require access to the Online Services you can request access by completing and (where requested) signing an Enrolment Form, specifying the Online Services you want access to and any other information we may reasonably require; or amend the Enrolment Form, at any time, to add or remove any specific Online Service(s).
Access to the Online Services is granted at our discretion, and we have no obligation to provide such access to any Online Services to you unless we have confirmed to you that we accept an Enrolment Form (or amended Enrolment Form).
Should access be granted, we will provide appropriate details (Access Credentials) to allow you to log-in to the Website and any Online Services. We may change, or require you to change, Access Credentials at any time and with or without notice.
Suspension and Termination
We may change, limit, discontinue or suspend your access to and use of all or any portion of the Website or any Online Services including access to and use of any Freshfields Content, or otherwise terminate these Terms without notice and at any time in our sole discretion. This includes, without limitation, the right to change or replace an Online Service and/or any Freshfields Content provided to you in connection with an Online Service, and to delete all Freshfields Content accrued in connection with your use of the Online Service at any time, without notice and at our sole discretion. We will use reasonable endeavours to notify you of any action of this type, however, we have no obligation to do so.
Reliance
All data and content, including the Freshfields Content, is intended as "information only" and does not constitute legal advice and you agree that you will not rely on such data and content, including the Freshfields Content. We accept no responsibility, duty or liability to any person in respect of the data and content, including the Freshfields Content or for any use of any data and content, including the Freshfields Content by any user.
Any statements, representations or comments we make in relation to the Website, Online Services and Freshfields Content do not, and shall not be deemed to, constitute legal advice.
Security
We shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of the Website, Online Services and Freshfields Content.
You will:
a) not share any log-in details nor otherwise permit any individual to use or access the Online Services or any Freshfields Content provided via the Online Services.
b) not use the Online Services to access any Freshfields Content or other information to which you do not have the right to access;
c) take all necessary steps to ensure that log-in or access credentials are kept confidential and secure;
d) take all reasonable steps to ensure that Online Services and Freshfields Content is not visible to, or accessible by, any third party who does not have rights to access and/or view such Online Services and Freshfields Content; and
e) notify us in writing immediately upon becoming aware of: (i) any unauthorised use of, or unauthorised access to, the Licensed Products or any Content (whether by any User or any third party); or (ii) any loss or suspected loss of data (including personal data); or (iii) any other breach of security that impacts the availability or use of any Solution or any Content.
You acknowledge that the Internet is not secure and third party provided products and/or software are not controlled by us and therefore we accept no liability for any breach of the security of the Website or any Online Service for any reason whatsoever outside of our control.
Intellectual property, cloud hosting and third-party software
All Intellectual Property rights in the Website, Online Services and Freshfields Content and any know-how are retained by us or our suppliers.
To the extent that you make any content available via the Website or Online Services, you confirm that you have the right to do so and to enable us to use such content as set out in these Terms.
Your use of the Website and/ or Online Services may result in (or require) your use of third party software, application program interfaces or other products (Third Party Software). Where we are required to do so, we will inform you if this is the case and (where permissible) will provide you with a copy of any additional terms applicable to that Third Party Software (Third Party Software Terms). Your use of the Website and the Online Services is conditional upon your agreement to any Third Party Software Terms we have provided to you. By using the Third Party Software, you will be deemed to have agreed to the Third Party Software Terms.
You acknowledge that we have no control over the Third Party Software and that all intellectual property rights in the Third Party Software are and will at all times remain property of the relevant publisher of such Third Party Software or that of its licensor(s).
If you provide any feedback about any of the Solutions and/or the Licensed Products (Feedback), you agree that we may use or exploit that Feedback without obligation to you and you assign any intellectual property rights in that Feedback to us.
If necessary in the course of using any Online Services or Third Party Software, you acknowledge that Content may be stored in public and/or private cloud hosting services that are used in connection with such Solutions or Third Party Software.
Data Protection
Our Privacy Statement (https://www.freshfields.com/en-gb/footer/privacy/) explains how we protect and use your personal information.
Variation, Notifications
We may vary or amend these Terms at any time. Continued use of the Website, Online Services or Freshfields Content after any variation or amendment will be deemed acceptance.Any notification required to be made to us under these Terms shall be notified to ProductNotifications@freshfields.com
Linking
You may link to this Website provided that such link does not involve:
a) unauthorised use of our logo;
b) any false claim (actual or implied) of endorsement by, or other relationship with us;
c) framing or embedding of any pages of this Website; or
d) other infringement of our trademarks, copyright and/or other intellectual property rights.
We do not bear any responsibility whatsoever for the content, accuracy or security of any websites that are linked (by way of hyperlink or otherwise) to this Website.
A link to a third party’s website should not be construed as an endorsement by either Freshfields or that third party of the other or its products and services.
Compliance with laws and rules
The Website, Online Services and Freshfields Content may be used only for lawful purposes. You acknowledge that your conduct is subject to local, state, national and international laws. You agree that you will comply with applicable laws, rules, regulations, ordinances and other national and international requirements related to your use of the Website, Online Services and Freshfields Content.
You represent and warrant to us that the information you provide to us in the registration process and in other areas of the Website is true, accurate and complete.
Entire agreement and Severability
These Terms, as amended from time to time, including any and all documents, Website, terms and policies referenced herein, including but not limited to the Privacy statement, constitutes the entire agreement between us and you with respect to your use of the Website. If any term, or any part of it, is found to be unenforceable, this will not affect the remainder and any other terms.
Enforcement
Only Users of the Website may enforce any of these Terms against us. No third party shall have any right to enforce these terms.
Disputes, Governing Law and Jurisdiction
The Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them are governed by English law. The courts of England and Wales shall have exclusive jurisdiction over all disputes and claims arising out of or in connection with these Terms.
Definitions
Freshfields (or we, us, our) is defined here at https://www.freshfields.com/en-gb/footer/legal-notice/
Intellectual Property means any form of intellectual property that may be enforceable anywhere in the world including without limitation any patents or patent applications, any trade marks (whether or not registered including any applications for registration of the same, inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration, copyright or design rights (whether registered or unregistered) in respect of designs, articles, specifications, drawings, mathematical algorithms,, research materials circuit boards, technical documents including rights in any database, any software including rights in any source codes relating thereto, firmware or hardware, any goodwill in any trade or service name, trading style or get-up, know-how, any and all other intellectual or industrial property rights;
Law means any law, rule, regulation, norm and directive applicable in connection with the use of the Website or any Online Service.
Virus means computer virus, "Trojan horse", worm, logic bomb, back door or similar item whose purpose or possible function is to disable a computer or network or adversely affect its performance and any other thing or device which may impair or otherwise adversely affect the operation of any computer or network, prevent or hinder access to any program or data, impair the operation of any program or the reliability of any data (whether by re-arranging within the computer or any storage medium or device, altering or erasing, the program or data in whole or part or otherwise)