Legal statement
1. About EY
EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities.
“EY” in this legal statement refers to the global organization of member firms of Ernst & Young Global Limited (“EYG”), each of which is a separate legal entity. EYG, a UK company limited by guarantee, does not provide services to clients.
The EY network is divided into four areas: Americas, EMEIA, Asia Pacific and Japan.
Americas
The member firms of EYG operating in North, Central and South America, as well as Ernst & Young (Israel) Ltd. (the “Americas Area Firms”), are separate and independent legal entities that are, directly or indirectly, members of Ernst & Young Americas LLC.
Ernst & Young Americas LLC is a Delaware limited liability company that coordinates the activities of the Americas Area Firms. It does not provide professional services to clients and does not participate in client engagements. Although Ernst & Young Americas LLC oversees implementation of EYG policies at Americas Area Firms and facilitates their cooperation, it does not control or manage, or have any ownership interest in, any Americas Area Firm. Ernst & Young Americas LLC is not the agent of any Americas Area Firm, nor does it have any authority to represent or bind any thereof. No Americas Area Firm is the agent of Ernst & Young Americas LLC, nor may any of them represent or bind Ernst & Young Americas LLC in any way.
EMEIA
The member firms of EYG that operate in Europe, the Middle East, India and Africa (the “EMEIA Firms”) are separate and independent legal entities and are, directly or indirectly, members of Ernst & Young EMEIA Limited.
Ernst & Young EMEIA Limited is an English company limited by guarantee and is the principal governance entity in EMEIA for the EMEIA Firms. Ernst & Young EMEIA Limited does not carry on any trade or other activities with a view to profit and it is prohibited by its constitution from providing professional services. Accordingly, it does not participate in client engagements. Furthermore, although it facilitates the coordination of these firms and cooperation between them, Ernst & Young EMEIA Limited does not control or manage or have any ownership interest in any EMEIA Firm. Ernst & Young EMEIA Limited does not act as agent for or have any authority to represent or bind any EMEIA Firm and no EMEIA Firm acts as agent for or has any authority to represent or bind Ernst & Young EMEIA Limited.
Ernst & Young Europe LLP is an English limited liability partnership, a member of EYG and Ernst & Young EMEIA Limited and the parent entity of certain EMEIA Firms in Europe. Ernst & Young Europe LLP does not provide professional services or participate in client engagements. Although it is the parent entity of certain EMEIA Firms, Ernst & Young Europe LLP does not act as agent for or have any authority to represent or bind any EMEIA Firm or Ernst & Young EMEIA Limited, and neither Ernst & Young EMEIA Limited nor any EMEIA Firm acts as agent for or has any authority to represent or bind Ernst & Young Europe LLP.
Asia-Pacific
The member firms of EYG that operate in Asia-Pacific (the “Asia-Pacific Firms”) are separate and independent legal entities and are, or will be, directly or indirectly, members of Ernst & Young Asia-Pacific Limited.
Ernst & Young Asia-Pacific Limited is a Hong Kong company limited by guarantee and is the principal governance entity in Asia-Pacific for the Asia-Pacific Firms. Ernst & Young Asia-Pacific Limited does not carry on any trade or other activities with a view to profit and it is prohibited by its constitution from providing professional services. Accordingly, it does not participate in client engagements. Furthermore, although it facilitates the coordination of these firms and cooperation between them, Ernst & Young Asia-Pacific Limited does not control or manage or have any ownership interest in any Asia-Pacific Firm. Ernst & Young Asia-Pacific Limited does not act as agent for or have any authority to represent or bind any Asia-Pacific Firm, and no Asia-Pacific Firm acts as agent for or has any authority to represent or bind Ernst & Young Asia-Pacific Limited.
Japan
The member firms of EYG that operate in Japan are separate and independent legal entities. There is no Area governance entity in Japan.
2. The “ey.com” web site
The “ey.com” web site (this “Site”) is comprised of global content, which relates to the international business and operations of EY, and individual country content, which relates to the local business and operations of a member firm. The global content on the Site is owned and operated by EYGM Limited ("EYGM"). EYGM Limited is a limited liability company registered in the Bahamas and is a member firm of EYG. EYGM is a central coordinating entity and does not provide services to clients.
The relevant local member firm(s) owns and operates the local content on the individual country pages.
3. Legal Disclaimer
By using this Site, you are agreeing to be bound by the following terms and conditions and are entering into a legal agreement with [Ernst and Young US, LLP]. We may revise and update the Site and these terms and conditions from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised terms of use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
We reserve the right to withdraw or amend this Site, and any service or material we provide on this Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.
The information on this Site is intended to furnish users with general information on matters that they may find to be of interest. While every effort has been made to offer current and accurate information, errors can occur. Furthermore, this Site may contain references to certain laws and regulations that will likely change over time and should be interpreted accordingly and only in light of particular circumstances.
EY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT CONTAINED ON THIS SITE.
Your use of the Site and all content on the Site and all services provided through it are provided "as is", with no guarantees of completeness, accuracy or timeliness, and without representations, warranties or other contractual terms of any kind, express or implied. EY does not represent or warrant that this Site, the various services provided through this Site, and / or any information, software or other material downloaded from this Site, will be accurate, current, uninterrupted, error-free, omission-free or free of viruses or other harmful components. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data.TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EY DISCLAIMS ALL LIABILITY TO YOU AND EVERYONE ELSE IN RESPECT OF THIS SITE OR THE CONTENT ON THIS SITE AND ALL SERVICES, INFORMATION, AND MATERIALS PROVIDED THROUGH IT, WHETHER UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE OR OTHERWISE, AND WHETHER IN RESPECT OF DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, EVEN IF EY WAS ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
The information presented on this Site should not be construed as legal, tax, accounting or any other professional advice or service. You should consult with an EY or other professional advisor familiar with your particular factual situation for advice concerning specific tax or other matters before making any decision. You should not send any confidential information to any member firm of EYG until you have received agreement from the firm to perform the services you request.
Your Account
You are responsible for maintaining the confidentiality of any passwords associated with your account, monitoring all activity under your account, and assuming full responsibility for all activities that occur under your account.
When you sign up to use the Site or certain services through the Site, you may be requested to provide your name, email address, work/position title, phone number and such other information to enable your registration. These are your credentials for accessing the services on the Site which is only available to registered members. In doing so, you agree that you:
- are not impersonating any person or entity; and
- are not violating any applicable state, federal, or other law regarding use of personal or identification information.
EY may from time to time use any of the information you submit to verify the completeness, accuracy or truthfulness of the information you have provided on the Site. Your failure to maintain accurate, complete, and up-to-date account information, including uploading an invalid or illegible form of identification, or your failure to provide additional evidence requested by EY, may result in your inability to access and use the Site or EY’s termination of your account (without prejudice to any other remedies EY may have). You may not authorize or otherwise allow third parties to use your account, and you may not assign or otherwise transfer your account to any other person or entity.
General Eligibility
The Site is not intended for use by persons under the age of 18. You must be at least 18 years old and have reached the age of majority in your jurisdiction of primary residence and citizenship to participate in the Site. You may not access or use the Site if you are a citizen or national of any country that is subject to United States export restrictions (currently including, but not necessarily limited to, Iran, Syria, Cuba, North Korea, Libya, and Sudan). Also, you may not access or use the Site from any such country. You may not use the Site if you do not have legal authorization to work in the country in which the postings to which you apply are to be performed. If any applicable law, rule or regulation prohibits your access to or use of the Site, you may not access or use the Site. You also represent that you are not an individual or an individual employed by or associated with an entity identified on the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to US Export control laws and regulations, or other economic sanctions of any sovereign nation.
RSS Feeds, Podcasting and eMail Updates – Terms of Use
RSS feeds, podcasting and email updates are free services offered by certain EY member firms to individuals for private, non-commercial use. The EY RSS feed is a means by which EY offers article headlines, descriptions and links in XML to individuals who use RSS readers or aggregators. A podcast is an audio program for which individuals can subscribe. EY makes podcasts available to individuals for their own personal use. RSS, podcasting and email update aggregators may incorporate the EY feeds into their directories for the benefit of individuals using the aggregator. Any other use is prohibited, including copying, reproducing, republishing, uploading, posting, transmitting, or distributing our feeds or podcasts in any way by any means.
EY reserves the right to discontinue our feeds, podcasts and email updates at any time. All content, imagery, and logos that appear within the EY RSS feed, podcasts and email updates are owned by EYGN Limited (“EYGN”) and all rights are reserved. EYGN is a member firm of EYG. EYGN is a central coordinating entity and does not provide services to clients.
Linking
You may link to this Site provided that you do so in a way that is fair and legal and does not damage our reputation; and provided further that such link does not involve:
- unauthorized use of our logo;
- any false claim (actual or implied) of endorsement by, or other relationship with, EY or local member firm(s);
- framing or embedding of any pages of our Site; or
- other infringement or unauthorized use of our trademarks, copyright and/or other intellectual property rights.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
EY does 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 Site.
Certain links on this Site lead to servers maintained by individuals or organizations over which EY has no control. This includes links contained in advertisements, including banner advertisements and sponsored links. EY makes no representations or warranties regarding the accuracy or any other aspect of the information located on such servers. A link to a third party’s website should not be construed as, and is not, an endorsement by either EY or that third party of the other or its products and services. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Prohibited Uses
You may use the Site only for lawful purposes and in accordance with these terms and conditions. You agree not to use the Site:
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter", "spam", or any other similar solicitation.
- To impersonate or attempt to impersonate EY, an EY employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm the EY or users of the Site or expose them to liability.
Additionally, you agree not to:
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Site including any algorithm used by the Site.
- Post content which contravenes a confidentiality or non-disclosure agreement, insider trading laws, or intellectual property rights which you are not authorized to transfer to another party.
- Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site.
- Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
- Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Site.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
- Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Site.
Copyright Notice
Except where noted otherwise, all material on the global portion of the Site is Copyright © 2019 EYGM Limited, and on the individual country sites, local material is Copyright © 2019 to the relevant member firm(s). All rights reserved. No part of the materials on this Site, including but not limited to the text, graphics and html code, may be reproduced or transmitted in any form, or by any means without EYGM's written permission or, in respect of local content on an individual country site, the written permission of the relevant member firm(s).
In addition, you must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of these terms of use, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. Any use of the Site not expressly permitted by these terms and conditions is a breach of these terms and conditions and may violate copyright, trademark, and other laws.
“EY” and the stylized EY symbol are registered or pending registration with the US Patent and Trademark Office or other trademark offices around the world.
Privacy
You acknowledge that you have read the Privacy Statement located on each of the Site(s), as it may be updated from time to time (the "Privacy Statement"). You further acknowledge that, to the extent required under applicable law, by using the Site you consent to the collection, use, and disclosure by us of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with such Privacy Statement, which is incorporated herein by reference and forms an integral part of these terms and conditions.
Dispute Resolution/Governing Law
All claims, disputes, or controversies arising from or related to your use of the Site and these terms and conditions (including all statutory claims and any state or federal claims) shall be resolved in accordance with the mediation and arbitration herein.
By agreeing to arbitration, the parties understand and agree that they are waiving their rights to use other available resolution processes, such as a court action or administrative proceeding, to settle their disputes. The parties agree that these terms and conditions require the use of mediation and arbitration on an individual basis to resolve covered disputes, rather than jury trials or class actions.
These terms and conditions, and any non-contractual matters or obligations arising out of these terms and conditions or the Site, including (without limitation) claims arising in tort, fraud, under statute or otherwise arising from or relating to the Services, or questions arising from or relating to the scope or enforceability of this paragraph, shall be governed by, and construed in accordance with, the laws of New York applicable to agreements made, and fully to be performed, therein by residents thereof.
Mediation
A party shall submit a dispute to mediation by written notice to the other party or parties. The mediator shall be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, the International Institute for Conflict Prevention and Resolution (“CPR”) shall designate a mediator at the request of a party. Any mediator must be acceptable to all parties and must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or substantial equity owner of any EY audit client.
The mediator shall conduct the mediation as he/she determines, with the agreement of the parties. The parties shall discuss their differences in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings shall not be recorded or transcribed.
Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator.
If the parties have not resolved a dispute within ninety (90) days after written notice beginning mediation (or a longer period, if the parties agree to extend the mediation), the mediation shall terminate and the dispute shall be settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation, or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed with arbitration.
Arbitration
The arbitration will be conducted in accordance with the procedures in this document and the CPR Rules for Non-Administered Arbitration (“Rules”) as in effect on the date of the Agreement, or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control.
The arbitration will be conducted before a single arbitrator, to be selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrator. No potential arbitrator may be appointed unless he or she has agreed in writing to these procedures and has confirmed in writing that he or she is not, and will not become during the term of the arbitration, an employee, partner, executive officer, director, or substantial equity owner of any EY audit client. Each party shall bear their own costs in the arbitration, and shall evenly split the fees associated with the arbitrator.
The arbitrator shall have no power to award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with the agreement to which these procedures are attached or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the dispute, the arbitrator shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction, and shall have no power to decide the dispute in any manner not consistent with such limitations period.
Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery.
All aspects of the arbitration shall be treated as confidential. The parties and the arbitrator may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to comply with applicable law, regulatory requirements or professional standards.
The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction.
