United States: NLRB's Continuing Expansion Of Off-Duty Access Rights

In deciding whether to allow union organizers access to work sites, the National Labor Relations Board has long balanced employers' property rights with union rights under federal labor law. In this BNA Insights article, management attorneys Adam Dougherty and Jacquelyn Thompson of FordHarrison review the history of off-duty access and the development of board decisions that they say have tipped this balancing test toward employees. Until either the appellate courts or the board starts to give more weight to employers' private property rights, it will be very difficult for employers to prohibit off-duty access, the authors conclude. It appears that if employers want an off-duty access policy in the current labor law climate, they should either ban reentry for all purposes or allow unfettered access, they say.

The National Labor Relations Board has long balanced employers' property rights with union rights under federal labor law in determining whether to allow union organizers access to work sites. The case law has developed over the last 60 years with the U.S. Supreme Court limiting access, and then the board gradually expanding it.

Recent decisions from the NLRB have reinforced the notion that the board continuously gives more weight to employees' access rights than to employers' property rights. This article reviews the history of off-duty access and the development of board decisions that have tipped this balancing test toward employees.

HISTORY

The National Labor Relations Act defines the rights of employees to organize and to bargain collectively with their employers through representatives of their own choosing.1 The rights of employees are principally set forth in Section 7 of the NLRA, which states that employees shall have the right ''. . . to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection . . . .''

Section 8(a)(1) of the NLRA creates a broad prohibition on employer interference with its employees' union rights. The act forbids an employer ''to interfere with, restrain, or coerce employees in the exercise of the rights guaranteed in section 7.'' Any prohibited interference by an employer with the rights of employees to organize, to form, join, or assist a labor organization, to bargain collectively, to engage in other concerted activities for mutual aid or protection, or to refrain from any or all of these activities, constitutes a violation of this section.

In recent years, employers increasingly have been found to violate Section 8(a)(1) by attempting to limit employees' off-duty access to work areas.

Defining Workspace.

The U.S. Supreme Court long ago ruled that employees could organize on an employer's property while on non-work time, subject to certain limitations. In Republic Aviation Corp. v. NLRB, 324 U.S. 793, 16 LRRM 620 (1945), the Court weighed the employer's management rights and the need to maintain order and discipline in the workplace against the employees' rights under the act. The Court held that when an employee is not on work time, his time is his own, and he can engage in union solicitation activity even though he is on the employer's property.

Applying Republic Aviation, the board limited the right to hand out union literature in work areas to prevent the hazard to production from potential littering of the premises.2 However, the board made a distinction between distribution of literature and oral solicitation, the latter of which does not create the hazard associated with handing out pamphlets. Thus, employers could limit an employee's distribution of literature to non-work areas. Through subsequent decisions, the board continued to refine employee and union access rights on an employer's property, ushering in an era during which the board increasingly allowed employees access to distribute union information at the work site.

Limitations on Access for Non-Employees.

A decade after its landmark decision in Republic Aviation, the U.S. Supreme Court again addressed off-duty access, holding that the scope of Section 7 rights depends on one's status as an employee or non-employee.

In a unanimous decision, the Court severely limited non-employees' off-duty access. In NLRB v. Babcock & Wilcox Co., 351 U.S. 105 38 LRRM 2001 (1956), non-employee union organizers were distributing union literature on employer-owned parking lots. The Court overturned the board, finding that the refusal of the employers to permit distribution of union literature by non-employee union organizers on company-owned parking lots did not unreasonably impede their employees' right to self-organization.

The Court reasoned that the locations of both the working and living areas of the employees did not place the employees beyond the reach of reasonable efforts of the unions to communicate with them by other means. The Court acknowledged that non-employee union organizers had a ''derivative'' right to discuss unionization with employees but that right is not expressly protected by the act. However, an employee's direct right to discuss unionization is superior to this derivative right of non-employees.

Thus, according to the Court, an employer may validly protect his property against non-employee distribution of union literature if reasonable efforts by the union through other available channels of communication will enable it to reach the employees with its message and if the employer's notice or order does not discriminate against the union by allowing other nonemployee distribution.

The Court reiterated that ''[t]he Act requires only that the employer refrain from interference, discrimination, restraint or coercion in the employees' exercise of their own rights. It does not require that the employer permit the use of its facilities for organization when other means are readily available.''

In Babcock, the Court focused on the difference in access between employees and non-employees. The Court admonished the board for not focusing on the material difference between solicitation for self-organization by employees, as in Republic Aviation, and solicitation by non-employees. Although the Court specifically mentioned the employers' rights to exclude non-employees from their properties, it did not define these property rights, nor did it explain its decision to separate employee rights from non-employee rights.

Almost 40 years after Babcock, the Supreme Court attempted to define the limitations on non-employee organizer access under the act. In Lechmere, Inc. v. NLRB, 502 U.S. 527, 139 LRRM 2225 (1992), the Court reiterated that Section 7 of the act does not apply to non-employee union organizers except when ''the inaccessibility of employees makes ineffective the reasonable attempts by non-employees to communicate with them through the usual channels.'' The Court stated it was improper even to begin a balancing test with regard to Section 7 and private property rights unless ''reasonable access to employees is infeasible.''

Lechmere operated a retail store located in a shopping center and was also part owner of the plaza's parking lot. In a campaign to organize Lechmere employees, non-employee union organizers placed handbills on the windshields of cars parked in the employees' part of the parking lot. Lechmere then denied the organizers access to the lot. The union filed an unfair labor practice charge, alleging that Lechmere had violated the NLRA by barring the organizers from its property. An administrative law judge ruled in the union's favor, the board affirmed, and the U.S. Court of Appeals for the First Circuit enforced the board's order.

In reversing the board and the First Circuit, the Supreme Court, relying on Babcock, held that an employer cannot be compelled to allow non-employee organizers onto its property. The Court found that because the union failed to establish the existence of any ''unique obstacles'' that frustrated access to Lechmere's employees, the board erred in concluding that Lechmere committed an unfair labor practice by barring the non-employee organizers from its property. While Babcock and Lechmere are still good law, their application has become murky over whether to treat workers as ''employees'' or ''non-employees.''

TRI-COUNTY MEDICAL DOCTRINE

Increasing Access.

Although the U.S. Supreme Court resisted increasing non-employee access, the board has been much more lenient in interpreting the right for employee access. In Tri-County Medical Center, 222 N.L.R.B. 1089, 91 LRRM 1323 (1976), the NLRB developed a three-part test to determine the validity of an employer's off-duty access policy. The board found such policies to be lawful only if the policy: (1) limits access solely to the interior of the facility and other working areas; (2) is clearly disseminated to all employees; and (3) applies to off-duty employees seeking access to the facility for any purpose and not just to those engaging in union activity.

The first prong of the test recognizes the employer's interest in controlling employee activity in working areas because of its potential effects on production. The second prong balances the strength of the employer's legitimate interest. The board believes that unless the employer clearly tells its employees about the policy, the employer's interests will likely not outweigh the employee's. Finally, the third prong looks to the neutrality of the policy, as applied for any purpose.

Over the past 35 years, the board has made it increasingly difficult for employers to draft an off-duty access policy that passes the Tri-County test because the board has gradually placed more focus on the third prong than the other two prongs.

Contrast Between Employees and Non-Employees.

In 2011, the NLRB adopted a new standard to determine whether off-duty employees of contractors can access non-working areas of property to disseminate handbills. In New York New York, LLC, the board found that a Las Vegas casino violated the act by prohibiting off-duty employees of restaurant contractors inside the casino from distributing handbills on casino property.3

Ark Las Vegas Restaurant Corp. contracted to provide food service to guests and customers of New York New York. Ark's employees, who worked on the New York New York premises but were not New York New York employees, began a campaign for union representation. In support of unionization, off-duty Ark employees distributed handbills to the casino's customers at the casino's main entrance and entrances of the restaurants. New York New York asked the contractor's employees to leave, and when they refused, had the employees escorted off the property. The union's subsequent unfair-labor-practice charge alleged that New York New York violated section 8(a)(1) by prohibiting the Ark employees from distributing handbills on its premises.

In its decision, the board did not strictly apply either Republic Aviation or Lechmere. Instead, the NLRB created a new access standard to reflect the specific status of workers protected under the NLRA who are not employees of the property owner. The board claimed it struck ''an accommodation between the contractor employees' rights under Federal labor law and the property owner's state-law property rights and legitimate managerial interests.''

The board first addressed whether Ark's off-duty employees were afforded Section 7 protections of an ''employee'' under the NLRA. Ark employees were not New York New York employees, but its contractor regularly employed them on New York New York's property. The board found that the Ark employees are statutorily protected employees, and New York New York is a covered employer that under certain circumstances can violate Ark's employees' rights.

Second, the board decided whether to treat the Ark employees as equivalent to New York New York employees, to whom Republic Aviation would apply, or non-employees, to whom Lechmere would apply. The board rejected both tests, although it found that the contractor's employees were much more closely related to New York New York employees than non-employees. Instead, the board created a new statutorily protected category. The board stated that property owners may exclude contractors' off-duty employees only when ''the owner is able to demonstrate that their activity significantly interferes with his use of the property or where exclusion is justified by another legitimate business reason . . . .''

The NLRB acknowledged that there may be circumstances in which property owners could ''impose reasonable, narrowly tailored restrictions on access when demonstrably necessary,'' but it declined to expound on how any of those potential limitations might be lawful under its new test.

In his dissent in New York New York, board Member Hayes noted, as he had in other access cases, that the NLRB was dismissive of private property rights. In his view, the Babcock balancing test was appropriate, because it involves non-employees of the property owner. Although he agreed that New York New York unlawfully excluded Ark employees under these specific circumstances, he said the majority's new test represents no real accommodation of competing interests. Instead, he said contractor employees' rights to engage in organization activity will trump the property owner's rights every time, subject only to the undefined narrowly tailored restrictions alluded to by the majority.

Rapid Expansion of Access.

Since the first inauguration of President Obama in 2009, the board has decided numerous cases invalidating employers' off-duty no-access rules because of ''exceptions.'' In late 2011 and 2012, the NLRB issued a trilogy of cases that greatly expanded off-duty access rights. These decisions have made it increasingly difficult for employers to limit access by off-duty employees. All three began with and expanded the reasoning of the Tri-County test.

The recent expansion began in December 2011 with St. John's Health Center, 357 N.L.R.B. No. 170, 192 LRRM 1249 (2011) (08 DLR A-1, 1/12/12). In St. John's, the board found that the hospital's off-duty access policy violated the act. The policy prohibited off-duty employees from accessing the building of the hospital, except ''to attend Health center sponsored events, such as retirement parties and baby showers.'' An investigation into the application of the policy found that the hospital routinely allowed employers on the premises for assorted reasons but enforced the policy against off-duty employees who were there for the purpose of campaigning on behalf of the union.

The ALJ found that the policy violated the second prong of the Tri-County test because it was not clearly disseminated until after it was enforced. Based on that, the ALJ did not require St. John's to rescind the policy but only to provide notice prior to enforcement. The board took a more punitive stance and ordered the employer to rescind its policy. The board briefly acknowledged that the employer has a private property interest, but it nonetheless held that the policy was presumptively unlawful under Republic Aviation because it did not uniformly prohibit access by off-duty employees seeking entry for any reason. According to the board, the employer was ''telling its employees you may not enter the premises after your shift except when we say you can.''

Similarly, in Sodexo America LLC, 358 N.L.R.B. No. 79 193 LRRM 1129 (2012) (129 DLR AA-1, 7/5/12), the NLRB found that a hospital's no-access policy violated Section 8(a)(1) of the Act. The hospital's policy stated, ''[o]ff-duty employees are not allowed to enter or reenter the interior of the Hospital or any other work area outside the Hospital except to visit a patient, receive medical treatment or to conduct hospital-related business.'' The ALJ found that the hospital did not violate the act. However, the board reversed, finding that the ''hospital-related business'' exception provided management with the same unfettered discretion to decide access as in St. John's.

Less than three months after deciding Sodexo, the board again expanded employees' rights to off-duty access. In Marriott International, Inc. d/b/a J.W. Marriott Los Angeles at L.A. Live, 359 N.L.R.B. No. 8194 LRRM 1065 (2012) (129 DLR AA-1, 7/5/12), the NLRB invalidated an access policy that stated that ''circumstances may arise'' when employees are permitted to return to interior areas of the property while off-duty. Those employees must obtain manager approval prior to returning to the property. The policy clarified that it did not apply to the parking lot or other outside working areas.

The board held that this policy was unlawful because employees could reasonably conclude that they were required to disclose the nature of the activity for which they sought access, leading to a chilling effect on employees engaging in activity protected by the act. The board further stated that the policy was unlawful because it gave managers absolute discretion to grant or deny access for any reason, ''including to discriminate against or discourage Section 7 activity.'' The NLRB seemed to reason that, because the policy may allow discrimination at some point in the future, it is currently overbroad, and thus, unlawful.

Board Member Hayes was the lone dissenter in all three cases. In rejecting the board's ''all or nothing'' approach, Hayes observed that nothing in Tri-County mandates off-duty access at all times in order to be lawful. He further argued that although the board referenced the possibility of special circumstances where an employer's policy may allow off-duty access, this concept was ''illusory and of no practical benefit to employers seeking guidance in this area.''

In summary, in less than a year, the board invalidated policies that had barred off-duty employees' access to the employers' facilities except for ''employer sponsored events,'' ''hospital-related business,'' and certain ''circumstances.'' Based on these three decisions, the NLRB suggested that an off-duty access policy with any exceptions will risk being found unlawful under Section 8(a)(1). Therefore, employers essentially have to ban access for all purposes or have no access policy at all, which does not seem consistent with the three-part test enunciated in Tri-County Medical Center, Inc.

RECENT DEVELOPMENTS

Continued Restraint of Private Property Rights.

Building on the trilogy of decisions discussed above, the board has continued to expand access to employers' properties. Recently, the NLRB held that a nonunionized employer violated the NLRA when one of its managers ejected non-employee union agents from the employer's trailer on a construction site and in the process assaulted and injured one of the union's agents.4 The non-union general contractor was managing a construction project, and employees of its concrete subcontractor were unionized. After being interrupted repeatedly by both union and non-union solicitors, the construction company's manager had posted a sign on his office door prohibiting solicitation without an appointment. The ALJ found that the representatives were not engaged in Section 7 activity, and even if they were, the manager could lawfully oust them from the trailer, because the company had an exclusionary property interest. She further held that while pushing the representative may have been an unlawful act, it was not specifically an unfair labor practice under the NLRA.

The board reversed the decision, concluding that the representatives were engaged in Section 7 activity. In finding a Section 8(a)(1) violation, the board held that the company's right to exclude the union representatives was irrelevant because the representatives were leaving at the time of the assault. Interestingly, instead of issuing the traditional cease and desist order, the board ordered the tort-like remedies of lost pay and benefits for the assaulted representative missing work at the union and reimbursement for medical expenses related to his injuries, remedies that mirror those normally reserved for various civil and criminal law violations.

The board also recently held that termination of employees for violating a provision of the employee handbook prohibiting distribution of literature was an unfair labor practice. In Remington Lodging and Hospitality, LLC d/b/a Sheraton Anchorage, 359 N.L.R.B. No. 95, 195 LRRM 1436 (2013) (81 DLR A-3, 4/26/13), a hotel terminated four employees for distributing flyers at the hotel's entrances about the union's boycott of the hotel. The employees were off-duty but on the hotel's private property.

Remington argued that the employees violated the company's employee handbook, which prohibited distribution of literature in guest areas or work areas. The board relied on Martin Lutheran Memorial Home, Inc. d/b/a Lutheran Heritage Village Livonia's, 343 N.L.R.B. No. 75, 176 LRRM 1044 (2004) (228 DLR A-1, 11/29/04), two-step test to determine whether the employer's handbook violated the NLRA. First, if the rule explicitly restricts protected activity, it is unlawful. Second, if the rule does not explicitly restrict protected activity, it is still unlawful if: (1) employees would reasonably construe the language to prohibit Section 7 activity; (2) the rule was promulgated in response to union activity; or (3) the rule has been applied to restrict the exercise of Section 7 rights.

The board first found that the employees were clearly engaging in protected concerted activity when violating the handbook, so their discharges were ''intertwined with the union and the protected concerted activity.'' Therefore, a violation could be found based on this causal link alone.

Then, citing Republic Aviation and Babcock, the board restated that the NLRA guarantees employees the right to distribute union literature on their employers' premises during non-work time in non-work areas. The NLRB pointed out that when combined with the employee handbook provision confining employees to their immediate work areas, the rules could be interpreted as a full prohibition of engaging in union solicitation and distribution in non-work areas on the company property during non-work time. Consequently, the rule was unlawful.

Expansion of Restrictions to Employers' Policies.

Even within the last several months, the board has actively expanded off-duty access. In January 2014, the board held that a refinery unlawfully, in view of its previous practice, denied the union use of the company's property to hold an organizing event.5 The refinery had routinely permitted the union, which represented a small unit of crane operators, and at least four other ''in-house'' unions that represented existing units, to hold their monthly membership meetings in a building on the company's property. The company objected when the union sought to use the property for an organizing event for some of the company's unrepresented employees. The board held that the company engaged in unlawful discrimination by drawing a distinction between the union's organizing event and other union activity.

The board also recently determined that an orally promulgated restriction on meetings with union representatives violated Section 8(a)(1).6 During a safety meeting, the company told its mechanics that they could not meet with the union on facility property, but instead had to meet with them off property and on their own time. The board interpreted the new restriction as prohibiting employees from meetings on all property, including the parking lots and other non-work areas. Therefore, the overly broad rule restricted the employees' Section 7 rights and violated the act.

Furthermore, the board recently held another off-duty access rule invalid under Tri-County and JW Marriott.7 The rule prohibited employees from remaining on the premises after their shift unless previously authorized by their supervisor. The board held that policy contained an exception that was indefinite in scope— prior management approval—and provided the employer with unlimited discretion. Thus, it was, not surprisingly, invalid.

WHAT EMPLOYERS SHOULD DO:

Effect of Noel Canning.

In June 2014, the Supreme Court held that all actions taken by the NLRB between January 2012 and August 2013 were invalid. In NLRB v. Noel Canning, 134 S. Ct. 2550, 199 LRRM 2685 (2014) (123 DLR AA-1, 6/26/14), the Supreme Court found that the recess appointments President Obama made to the NLRB in January 2012 were invalid because they occurred during a three-day Senate break, which was not long enough to trigger his recess appointment power. The impact of the ruling was to deprive the board of the quorum of the three validly appointed members necessary to conduct official business. In the absence of such a quorum, the NLRB may not take any official action.

The Senate did not officially confirm a full quorum until Aug. 4, 2013. Thus, the board must reconsider all decisions issued between January 2012 and August 2013 unless they are otherwise settled. Sodexo and JW Marriott were decided during that time period. Technically, they are not valid decisions but in practicality, both decisions were based on St. John's, which was decided with a full quorum.

The board has officially set aside both Norquay and Remington in the wake of Noel Canning. Nevertheless, it appears doubtful that either decision will be overturned permanently because the current board, with its full quorum, has already invalidated several off-duty access policies. Further, St. John's is still controlling, and recent decisions have reiterated the expansion of the Tri-County test. Moreover, the term of board Member Hayes, the lone dissenter in the St. John's/Sodexo/JW Marriott trilogy, expired Dec. 16, 2012. At this point, it appears that the board will continue to favor employees' access rights over employers' property rights.

CONCLUSION

Under the current board composition, a no-access policy that allows for any exception runs the risk of being found invalid under Section 8(a)(1) of the act. Certainly, any policy that allows for managerial discretion will violate the act under current law. Until either the appellate courts or the board starts to give more weight to employers' private property rights, it will be very difficult for employers to prohibit off-duty access. It appears that if employers want an off-duty access policy in the current labor law climate, they either need to ban reentry for all purposes or allow unfettered access. Originally published by Bloomberg BNA, Daily Labor Report.

Footnotes

1. 29 U.S.C. §§ 151-169 (2013).

2. Stoddard-Quirk Mfg. Co., 138 N.L.R.B. 625, 51 LRRM 1110 (1962).

3. New York New York, LLC, 356 N.L.R.B. No. 119, 190 LRRM 1185 (2011) (59 DLR A-1, 3/28/11).

4. Norquay Constr., Inc., 359 N.L.R.B. No. 93, 195 LRRM 1253 (2013) (74 DLR AA-1, 4/17/13).

5. Phillips 66 (Sweeny Refinery), 360 N.L.R.B. No. 26, 198 LRRM 1164 (2014).

6. First Transit, Inc., 360 N.L.R.B. No. 72, 199 LRRM 1107 (2014) (64 DLR AA-1, 4/3/14).

7. Am. Baptist Homes of the West d/b/a Piedmont Gardens, 360 N.L.R.B. No. 100, 199 LRRM 1341 (2014) (86 DLR A-1, 5/5/14).

Originally published in the Bloomberg BNA Daily Labor Report®

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions