Terms and Conditions of Use of this Website
June 17, 2011
YOUR USE OF THIS WEB SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.
2. Limitations on Use; Third Party Communications.
2.1. Limitations on Use. The Content on this Web Site is for your personal use only and not for commercial exploitation. Notwithstanding the foregoing and to the extent this Web Site provides electronic commerce, such buying opportunities may be made available for group as well as personal purchasing, so long as you are authorized to make purchases on behalf of such group. You may not use the Content to determine a consumer's eligibility for: (a) credit or insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from this Web Site or the Content. Nor may you use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Web Site or the Content without Provider's prior written permission. You may not use this Web Site to transmit any false, misleading, fraudulent or illegal communications. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of this Web Site, except to the extent permitted above. You may not use or otherwise export or re-export this Web Site or any portion thereof, or the Content in violation of the export control laws and regulations of the United States of America. Any unauthorized use of this Web Site or its Content is prohibited.
2.2. Third Party Communications. Provider disclaims all liability for any Third Party Communications you may receive or any actions you may take or refrain from taking as a result of any Third Party Communications. You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third Party Communications. Provider assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third Party Communications. As used herein, "Third Party Communications" means any communications directed to you from any third party directly or indirectly in connection with this Web Site.
3. Not Legal Advice. Content is not intended to and does not constitute legal advice and no attorney-client relationship is formed, nor is anything submitted to this Web Site treated as confidential. The accuracy, completeness, adequacy or currency of the Content is not warranted or guaranteed. Your use of Content on this Web Site or materials linked from this Web Site is at your own risk.
4. Intellectual Property Rights.
4.2 You grant to Provider an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, authorize use of and have used on its behalf any ideas, expression of ideas, text, graphics, messages, links, data, information and other materials you submit (collectively, "Postings") to this Web Site. Said license is without restrictions of any kind and without any payment due from Provider to you or permission or notification, to you or any third party. The license includes, the right to make, use, sell, reproduce, publish, modify, adapt, prepare derivative works from, combine with other works, translate, distribute -, display, perform and sublicense Postings- in any form, medium, or technology now known or hereafter developed.
4.4. You acknowledge and agree that your submitting Postings to this Web Site does not create any new or alter any existing relationship between you and Provider.
4.5. By submitting Postings to this Web Site, you acknowledge and agree that Provider may create on its own ideas that may be, or may obtain submissions that may be, similar or identical to Postings you submit. You agree that you shall have no recourse against Provider for any alleged or actual infringement or misappropriation of any proprietary or other right in the Postings you provide to Provider.
4.6. Provider shall have the exclusive option to purchase from you and acquire all right, title and interest in any Postings containing patentable subject-matter that you submit to this Web Site. The option shall be exercisable by Provider from the date you submit such Posting until one year from that date. If Provider exercises its option under this section 4.6, you agree to accept payment in the amount of $1,000.00 USD or value in kind at Provider's discretion as full and sufficient consideration for such purchase, and you agree to execute, acknowledge and deliver any and all instruments required to transfer legal ownership of Postings to Provider. Such instruments include, but are not limited to, assignments and declarations executed by you.
5. Digital Millennium Copyright Act - Notification of Alleged Copyright Infringement. Provider has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the "Act") and avails itself of the protections under the Act. Provider reserves the right to remove any Content that allegedly infringes another person's copyright. Provider will terminate, in appropriate circumstances, subscribers and account holders of Provider's system or network who are repeat infringers of another person's copyright. Notices to Provider regarding any alleged copyright infringement should be directed to the LexisNexis Chief Legal Officer via mail or courier at 9443 Springboro Pike, Miamisburg, Ohio 45342, via fax at 937-865-1211 or via email at firstname.lastname@example.org.
7. No Solicitation. You shall not distribute on or through this Web Site any Postings containing any advertising, promotion, solicitation for goods, services or funds or solicitation for others to become members of any enterprise or organization without the express written permission of Provider. Notwithstanding the foregoing, in any interactive areas of this Web Site (the "Interactive Areas"), which includes, without limitation, any blogs, wikis, bulletin boards, discussion boards, chat rooms, email forums, and question and answer features, where appropriate you a) may list along with your name, address and email address, your own web site's URL and b) may recommend third party web sites, goods or services so long as you have no financial interest in and receive no direct or indirect benefit from such recommended web site, product or service or its recommendation. In no event may any person or entity solicit anyone with data retrieved from this Web Site.
8. Advertisers. This Web Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on this Web Site is accurate and complies with applicable laws. Provider will not be responsible for the illegality of or any error or inaccuracy in advertisers' or sponsors' materials or for the acts or omissions of advertisers and sponsors.
9. Registration. Certain sections of this Web Site require you to register. If registration is requested, you agree to provide accurate and complete registration information. It is your responsibility to inform Provider of any changes to that information. Each registration is for a single individual only, unless specifically designated otherwise on the registration page. Provider does not permit a) anyone other than you to use the sections requiring registration by using your name or password; or b) access through a single name being made available to multiple users on a network or otherwise. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify Provider immediately by emailing email@example.com.
10. Postings in interactive areas of this Web Site.
10.1. Postings to be Lawful. If you participate in Interactive Areas on this Web Site, you shall not post, publish, upload or distribute any Postings which are unlawful or abusive in any way, including, but not limited to, any Postings that are defamatory, libelous, pornographic, obscene, threatening, invasive of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offense, violate the rights of any party, or give rise to liability or violate any local, state, federal or international law, or the regulations of the U.S. Securities and Exchange Commission, any rules of any securities exchange such as the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, either intentionally or unintentionally. Provider may delete your Postings at any time for any reason without permission from you.
10.2. Postings to be in Your Name. Your Postings shall be accompanied by your real name and shall not be posted anonymously. Notwithstanding the previous sentence, if the applicable registration page for your participation in an Interactive Area allows you to create a screen name, you may select and use a screen name that is not your real name, provided that you use your real name when registering for participation in the Interactive Area. Participants in Interactive Areas shall not misrepresent their identity or their affiliation with any person or entity.
10.3. Postings shall not contain protected health information. You are strictly prohibited from submitting Postings that are considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH).
10.4. No Monitoring of Postings. Provider has no obligation to monitor or screen Postings and is not responsible for the content in such Postings or any content linked to or from such Postings. Provider however reserves the right, in its sole discretion, to monitor Interactive Areas, screen Postings, edit Postings, cause Postings not to be posted, published, uploaded or distributed, and remove Postings, at any time and for any reason or no reason.
10.5. Non-Commercial Use only of Interactive Areas. Any Interactive Area is provided solely for your personal use. Any unauthorized use of any Interactive Area of this Web Site, its Content, or Postings is expressly prohibited.
11. Errors and Corrections. Provider does not represent or warrant that this Web Site or the Content or Postings will be error-free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. Provider does not warrant or represent that the Content or Postings available on or through this Web Site will be correct, accurate, timely, or otherwise reliable. Provider may make improvements and/or changes to its features, functionality or Content or Postings at any time.
12. Third Party Content. Third party content (including, without limitation, Postings) may appear on this Web Site or may be accessible via links from this Web Site. Provider shall not be responsible for and assumes no liability for any infringement, mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third party content appearing on this Web Site. You understand that the information and opinions in the third party content is neither endorsed by nor does it reflect the belief or opinion of Provider. Further, information and opinions provided by employees and agents of Provider in Interactive Areas are not necessarily endorsed by Provider and do not necessarily represent the beliefs and opinions of Provider.
13. Attorney Ethics Notice. If you are an attorney participating in any aspect of this Web Site, including but not limited to Interactive Areas, you acknowledge that the Rules of Professional Conduct of the jurisdictions where you are licensed ("Rules") apply to all aspects of your participation and that you will abide by these Rules. These Rules include, but are not limited to, the rules relating to advertising, solicitation of clients, unauthorized practice of law, and misrepresentations of fact. Provider disclaims all responsibility for your compliance with these Rules. You further agree and acknowledge that when you participate in any Interactive Area on this Web Site, that you will not offer legal advice, but will only provide general information.
14. DISCLAIMER. THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, AND POSTINGS ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, AND THE POSTINGS INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THIRD PARTY COMMUNICATIONS, (C) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS WEB SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (D) THE UNAVAILABILITY OF THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, THE POSTINGS, OR ANY PORTION THEREOF, (E) YOUR USE OF THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, OR THE POSTINGS, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, OR THE POSTINGS.
15. LIMITATION OF LIABILITY. PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THIS WEB SITE, THE CONTENT, THE POSTINGS, THE INTERACTIVE AREAS, ANY FACTS OR OPINIONS APPEARING ON OR THROUGH AN INTERACTIVE AREA, OR ANY THIRD PARTY COMMUNICATIONS. PROVIDER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, THE POSTINGS, OR ANY THIRD PARTY COMMUNICATIONS. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, PROVIDER'S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO $100.00.
17. Third Party Rights. The provisions of paragraphs 14 (Disclaimer), 15 (Limitation of Liability), and 16 (Indemnification) are for the benefit of Provider and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to this Web Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
21. Additional Terms.
21.2. Additional Terms for LexisNexis Services. Your use of the LexisNexis Online Services, case law, legal forms and other related legal materials ("LexisNexis Services") is also governed by the General Terms and Conditions for Use of the LexisNexis Services, and if applicable the LexisNexis Services Supplemental Terms for Specific Materials, (collectively the "LN Services Terms") which are provided during the registration process for these LexisNexis Services, all of which are incorporated by reference herein. Your completion of the LexisNexis Services registration process constitutes your acceptance of the LN Services Terms. If you do not agree with any LN Services Terms, you are not permitted to access the LexisNexis Services.
Terms and Conditions for use of the online services and/or digital services (such as LexisNexis Red) supplied by LexisNexis (the "Services") and the materials and content available therein ("Materials").
1. This Licence Agreement is between LexisNexis Malaysia Sdn. Bhd. (“we or us”) and the individual or company to whom LexisNexis has agreed to supply the online and/or digital services and materials (“you” or “Subscriber”). The following terms and conditions govern your use of the online services and/or digital services (such as LexisNexis Red) supplied by LexisNexis (the “Services”) and the materials and content available therein (“Materials”).LICENCE; RESTRICTIONS ON USE
1.1. Your use of specific Materials forming part of the Services ("Specific Materials") may also be subject to any supplemental third party terms set forth in at www.lexisnexis.com/terms/terms/supplemental/ in respect of such Specific Materials ("Supplemental Terms"). It is your responsibility to access that LexisNexis link to determine what Supplemental Terms, if any, apply to the Services. Subject to any applicable Supplemental Terms for Specific Materials, you are granted during the term of this agreement, a non-exclusive, non-transferable, limited licence to access and use the Services and Materials from time to time made available to you for the internal purposes only for (i) research or study, (ii) providing professional services to your clients, and (iii) providing academic services to students. This licence is subject to the following limitations:
(a) The right to electronically display Materials retrieved from the Services is limited to the display of such Materials primarily to one person at a time, subject to the Supplemental Terms for Specific Materials. This does not limit the number of Authorised Users who may individually access the Services at the same time;
(b) The right to obtain a printout of Materials is limited to a printout of a reasonable portion of the Materials obtained using the printing commands of the Services or your web browser software and the creation of a single printout of a reasonable portion of the Materials downloaded via downloading commands of the Services or your web browser software (collectively, “Authorised Printouts”); and
(c) Subject to clause 2.6, the right to retrieve and store machine-readable copies of Materials is limited to the retrieval of a single copy of a reasonable portion of the Materials included in any individual file of the Services using the downloading commands of the Services or your web browser software and in respect of Services storage of that copy in machine readable form for no more than 90 days primarily for one person’s exclusive use. Insubstantial electronic copies of the Materials may be stored beyond the time restriction referred to in this clause 1.1(c) where: (i) the Materials have been incorporated into advice provided to a specific client in respect of a specific matter; and/or (ii) the Materials is required to be kept for some legal, regulatory or evidential requirement. This clause is subject to the overriding obligation upon you not to create your own independently searchable database of the Materials. This clause is also restricted to the extent the storage of those Materials is not further limited or prohibited by the Supplemental Terms for Specific Materials.
1.2. To the extent expressly permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms for Specific Materials, you may make copies of Authorised Printouts and distribute Authorised Printouts and copies within your organisation.
1.3. Except as specifically provided in clauses 1.1 and 1.2, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using Materials retrieved from the Services. You may not print or download Materials without using the printing or downloading commands of the Services or your web browser software. All access to and use of the Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services is strictly prohibited. Use of the Services is permitted only via manually conducted, discrete, individual search and retrieval activities.
1.4. All rights, title, and interest (including all copyrights and other intellectual property rights) in the Services and Materials (in both print and machine-readable forms) belong to us or our third party suppliers. You acquire no ownership of copyright or other intellectual property rights or proprietary interest in the Services, Materials, or copies thereof.
1.5. Except as specifically provided herein, you may not use the Services or Materials retrieved from the Services in any fashion that infringes the copyright or proprietary interests therein.
1.6. You may not remove or obscure the copyright notice or other notices contained in Materials retrieved from the Services.
1.7. Other provisions that govern your use of Materials are set forth in the LexisNexis Terms of Trade, your order form, any agreed addendum, the Supplemental Terms for Specific Materials, online descriptions of files, online notices following file selection, and individual documents retrieved from the Services (collectively the “Additional Terms”), all of which are incorporated by reference into these General Terms and Conditions. References to "Services" in the Terms of Trade shall be references to Services and Materials as defined herein, for the purpose of these General Terms and Conditions. References to “customer” or “you” in the Terms of Trade shall be references to you or Subscriber as defined herein, for the purposes of these General Terms and Conditions. To the extent there is any inconsistency between the Additional Terms and the General Terms and Conditions, the Additional Terms prevail in the order that they appear above.
2. ACCESS TO SERVICES
2.1. Only your employees, students, support personnel and barristers within your chambers (as relevant) authorised by both us and you shall be entitled to access and use the Services and Materials (“Authorised Users”).
2.2. Except for use incidental to occasional, short-term travel, you may not use an identification number to access the Services and Materials from outside the country for which it was issued. This clause does not apply to digital services.
2.3. Your identification number(s) may be restricted from accessing certain Materials otherwise available in the Services for which you have not subscribed.
2.4. Materials and features may be added to or withdrawn from the Services and the Services may otherwise be changed without notice.
2.5. You must ensure that each person having access to the Services and Materials:
(a) is an Authorised User; and
(b) is using those Services and Materials only in accordance with these General Terms and Conditions and the Additional Terms. The Subscriber shall be responsible for use of the Services and Materials by Authorised Users.
2.6. For Subscribers subscribing to Practical Guidance/PSL/LS/Lexis Practice Advisor: in addition to other rights granted under these General Terms and Conditions, you may copy, revise, customise and use the forms, precedents and checklists in the Materials for the purposes of any matter on which you are advising; and make available to clients, potential clients and others copies of such Materials on a reasonable, non-systematic basis that is not commercially prejudicial to us, subject to crediting third parties where such material is attributed to them.
2.7. For Subscribers subscribing to LexisNexis Red digital services (“LexisNexis Red”): in addition to other rights granted under these General Terms and Conditions, titles on LexisNexis Red that appear in your customer agreement or order form are licensed to you in perpetuity subject to this agreement. In order to access and use LexisNexis Red titles you must download the LexisNexis Red mobile digital device software application and accept the LexisNexis Red mobile digital device software application ("Red App") terms and conditions as may be amended from time to time and which are available through the 'Terms and Conditions' link within the Red App ("Red App Conditions"). Clause 1.1.(c) of the General Terms and Conditions will not be applicable in respect of LexisNexis Red titles as you will not be required to delete any Red title from your device upon termination. You will be able to maintain the “main work” that you have accumulated onto your device in perpetuity subject to the licence conditions in these General Terms and Conditions and the Red App Conditions. Upon termination of a particular LexisNexis Red title subscription:
(a) you and your Authorised Users may continue to use the LexisNexis Red content purchased as at the date of termination and continue to use the Red mobile App subject to the licence conditions in these General Terms and Conditions and to the Red App Conditions, at your own risk;
(b) LexisNexis is not obliged to store, maintain, back-up, retrieve or restore any LexisNexis Red content that is lost or deleted by you;
(c) you will no longer receive content amendments, access to links within the title, updates to the LexisNexis Red technology, or support or maintenance from LexisNexis and any annotations you make will not continue to synchronise between devices. As such, you acknowledge that this could impact the usability of the LexisNexis Red content from termination. You may only receive updates in the Red App, as made generally available without fee, from time to time; and
(d) clauses 1.4, 1.5, 1.6, 4, 5.4, 5.6 and 5.9 of the General Terms and Conditions survive termination. For the avoidance of doubt, by maintaining each of your LexisNexis Red title subscriptions, you will receive updates to the content on those LexisNexis Red titles as and when available, as well as access to ongoing legal updates and technological changes to the Red App.
2.8. The Services may contain a feature that will allow your Authorised Users to create work folders or work spaces (“Folders”) from research sessions that are associated solely with their respective LexisNexis IDs. The Folders are designed to allow your Authorised Users to save copies of Materials made available by us, as well as links to Materials. Authorised Users may also share the Folders with third party LexisNexis authorised users, however such third party users will only be permitted to access Materials in the Folders for which they have a current subscription. We represent and warrant that the Folders will be under the exclusive control of your Authorised Users and we will not access or otherwise review the content of Folders without your authorisation. Notwithstanding the foregoing, we may access or disclose the content of Folders to the extent necessary to facilitate features and functions of the Services and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding. Authorised Users are solely responsible for the content of their respective Folders. You represent and warrant that Authorised Users are prohibited from uploading content to the Folders which is defamatory, libellous, pornographic or obscene, unless such content is reasonably related to professional responsibilities. Access to and use of the Folders may be subject to technical limitations such as storage limits, downtime for maintenance or third party service availability. We are not responsible for backing up, or for any damage to or loss of, any content uploaded to the Folders by you. The Folders are provided AS IS and we make no warranties or guarantees in respect of uptime or accessibility of any content you upload to the Folders, and we do not warrant that access to the Folders will be continuous or error-free. You agree to use the Folders in accordance with any acceptable use limitations and guidelines as may be notified to you from time to time.
2.9. For Subscribers subscribing to Materials in the Lexis Advance platform, the following price schedule available at: http://www.lexisnexis.com/terms/LACommercial/pricing/ shall apply if you opt for transactional or pay-as-you-go (“PAYG”) subscription. For transactional or PAYG subscriptions, your Authorised Users will be notified of the additional charges that will apply before the Materials are displayed. If Subscriber’s Authorized Users proceed to access the Materials, Subscriber will pay the then current transactional charge(s) for the Materials that is displayed at the time of access.
3. LIMITED WARRANTY
3.1. We represent and warrant that we have the right and authority to make the Services available pursuant to our agreement with you.
3.2. SUBJECT TO CLAUSE 3.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND, UNLESS EXPRESSLY STATED TO THE CONTRARY IN THIS AGREEMENT, WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, BY STATUTE, TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION THAT THE SERVICES AND MATERIALS ARE OR WILL BE COMPLETE OR FREE FROM ERRORS OR THAT INFORMATION WILL CONTINUE TO BE AVAILABLE TO US TO ENABLE US TO KEEP THE SERVICES AND MATERIALS UP-TO-DATE.
3.3. Subject to clause 5.9, it is not intended that any contract between us and the Subscriber for the supply of Services should be enforceable by any third party.
3.4. Any waiver by us of any of these General Terms and Conditions shall be limited to the particular instance and shall not operate or be deemed to operate as a future waiver of that or any other term.
4. LIMITATION OF LIABILITY.
4.1 To the maximum extent permitted by law, a Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:
(a) any errors in or omissions from the Services or any Materials available or not included therein,
(b) the unavailability or interruption to the supply of the Services or any features thereof or any Materials,
(c) Subscriber’s use or misuse of the Services or Materials (regardless of whether you received any assistance from a Covered Party in using or misusing the Services),
(d) your use of any equipment in connection with the Services,
(e) the content of Materials,
(f) any delay or failure in performance beyond the reasonable control of a Covered Party, or
(g) any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of our obligations under this agreement (other than liability for death or personal injury).
4.2. “Covered Party” means (a) us, our affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of us or our affiliates; and (b) each third party supplier of Materials, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or any of their affiliates.
4.3. Our liability to you for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this agreement shall, to the extent permitted by law, be limited to our option to supplying the Services or Materials again or paying for their re-supply. Nothing in these General Terms and Conditions is intended to exclude liability for death or personal injury resulting from negligence by us.
4.4. Our liability to you for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that you caused or contributed to that loss or damage.
4.5. SUBJECT TO CLAUSE 4.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COVERED PARTIES WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT (INCLUDING NEGLIGENCE) OR FOR ANY OTHER COMMON LAW OR STATUTORY CAUSE OF ACTION SHALL NOT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE GOODS, OR IN THE CASE OF SERVICES THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
4.6. SUBJECT TO CLAUSE 4.3, THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND LOSS OF PROFITS, CONTRACTS, BUSINESS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, BUSINESS INFORMATION OR DATA) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE GOODS AND SERVICES , MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.
4.7. The Materials are provided for reference purposes only and are neither intended, nor should they be used, as a substitute for professional advice or judgment or to provide legal advice with respect to particular circumstances.
4.8. We do not undertake any obligation to consider whether the information provided to or by us for the purpose of our Materials (including answering a query) is either sufficient, up to date or appropriate for any particular or actual circumstances. Whilst reasonable efforts are made to keep the Materials up to date, you should obtain independent verification or advice before relying upon any piece of information in circumstances where loss or damage may result.
4.9. We are not a law firm; we do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a practising lawyer. Nothing in the Services, or the Materials or in the Agreement nor any receipt or use of the Services, shall be construed or relied on as advertising or soliciting to provide any legal services, creating any solicitor-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of us or our staff.
4.10. Any password/ID number issued by us to an Authorised User is personal and confidential to that Authorised User. If we suspect that any password/ID is being used by an unauthorised User or a different Authorised User to the person to whom it was issued, that password/ID may be cancelled and you may be liable for additional charges, in accordance with our then current price list or catalogue for the applicable Services, in respect of any such unauthorised use.
5.1. This agreement is for the minimum period specified in the Term or in the customer order form. This agreement will automatically renew on the date following the expiration of the Term (“Renewal”) for additional terms equal in duration to the period specified in the Term or where not specified for additional 12 month terms unless you provide us with a notice of termination in accordance with clause 5.2. The price payable for the Services will be the price payable in the immediately preceding Term, plus an annual adjustment (or the price corresponding to the actual usage level for the preceding year, whichever is the higher). A pre-determined annual adjustment may be specified in your written agreement with LexisNexis or customer order form above or, if not, will be notified to you by the Renewal date.
5.2. Either party may terminate the subscription for access to the Services upon notice to the other. You may terminate this agreement (in whole or in part) by giving us at least 90 days’ written notice, to expire the day before the anniversary of the commencement date or last day of the period set forth in the Term (whichever is the longer) as specified in the Order Form ("Customer Notice Period"). We may terminate this agreement (in whole or in part) by giving at least 60 days’ notice. Our only obligation in this event shall be the pro rata refund of any charges paid in advance. We may suspend or discontinue providing the Services to you without notice and pursue any other remedy legally available to us if you fail to comply with any of your obligations hereunder. On termination of this agreement, any licence granted under this agreement, other than any perpetual licence granted hereunder, terminates (including the licence in clause 1.1).
5.3. These General Terms and Conditions and the Terms of Trade may be changed by us from time to time, however changes detrimental to you may only be changed at the expiry of your subscription for access to the Services. All other provisions may be changed by us immediately upon notice. If any changes are made to the General Terms and Conditions that are detrimental to you, you may terminate the Agreement upon written notice to us if any such change is unacceptable to you. For termination to be effective under this clause, we must receive your notice of termination within 30 days of the date of the notice. Continued use of the Services following the expiration of 30 days following the date our notice to you of any detrimental change constitutes acceptance of the change but does not affect your other termination rights. Continued use of the Services during the period starting on the effective date of the change until the date of termination by you in accordance with this clause will be subject to the changes notified to you, including any increases in price.
5.4. Neither party will disclose to any third party details of this agreement or any of the negotiations undertaken in relation to this agreement, including any pricing or discounting terms, without the prior written consent of the other.
5.5. Except as otherwise provided herein, all notices and other communications to you hereunder shall be in writing or displayed electronically in the Services by LN. Notices to you shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date sent, if emailed; on the date first made available, if displayed in the Services; or on the date received, if delivered in any other manner. Notices to us should be sent to your LexisNexis account representative, or if you do not have an account representative to LexisNexis customer services, at LexisNexis, with a copy by email to firstname.lastname@example.org. Notices to you, if sent by email or by post, shall be sent to the postal address or email address LexisNexis has on record.
5.6. The failure of us or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
5.7. You may not assign your rights or delegate your duties under these General Terms and Conditions or any Additional Terms without our prior written consent.
5.8. This Agreement shall be governed by and interpreted according to the laws of Malaysia regardless of the law that might apply under applicable principles of conflicts of law and the parties agree to submit to the non-exclusive jurisdiction of the courts of Malaysia
5.9. In accordance with the Personal Data Protection Act 2010 of Malaysia (Cap. 709), LN will provide and export personal data about Authorised Users to other members of our company group, including RELX Inc. in the United States and third parties appointed to carry out the provision of, or any aspect of, the Services for the purposes of (a) providing access to and use of the Services to Authorised Users, and (b) providing customer support, billing and other similar activities related to the Services. You agree and shall procure your Authorised Users to consent to LN (or third parties acting on behalf of LN) using such personal data provided pursuant to this agreement for direct marketing offers and other related marketing and promotional activities, including but not limited to the following (a) latest developments in the legal and/or business industry; (b) marketing and promotional materials on LN’s products and services, which includes (print and/or electronic); (c) updates on upcoming events and seminars; and (d) survey forms to obtain feedback on LN’s products and services. If you do not wish to receive information about other products, services, offers and events, please notify our privacy officer in writing sent to email@example.com.You further warrant that the consent obtained is true and accurate and that the data subject provides any and all necessary personal data for the purposes of this agreement voluntarily and that such consent extends to the exportation as aforementioned.
5.11. These General Terms and Conditions will be enforced to the fullest extent permitted by applicable law. If anything in these General Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, then it will be severed and the validity of the other provisions of the General Terms and Conditions and the remainder of the provision in question shall not be affected thereby.
5.12. You are neither identified on, nor shall you provide access to LN Services to any individuals or entities identified on, OFAC’s list of Specially Designated Nationals (“SDN List”), the UK’s HM Treasury’s Consolidated List of Sanctions Targets, the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, or any other applicable sanctions lists.
TERMS OF TRADE
1. These Terms of Trade are incorporated into all contracts for the supply of goods and services (”Goods & Services”) to the customer (as defined on the “LexisNexis Contract - Online/Print” or other order form) by LexisNexis Malaysia Sdn. Bhd. (”LexisNexis”, “LN”, “us”, “our” or “we”), other than contracts specified in clause 2. They supersede any previously issued Terms of Trade.
2. Where there is a separate written agreement concerning Goods & Services, which has been signed by an authorised LexisNexis representative, the terms of that agreement will prevail over these Terms of Trade.
3. Subject to clause 32, the customer acknowledges that Goods & Services supplied may differ in non¬material respects from those advertised in our catalogue or other promotional material.
4. If the customer has not previously submitted an order to us, the customer must also complete and submit with an order a Customer Account Application Form (“Application”). Acceptance of an order is subject to approval of the Application by our head office.
5. Subject to clauses 6 to 8 below the price payable for Goods & Services shall be the total price specified in our current price list or catalogue, less any discounts agreed in advance in writing by us and plus the applicable cost of packaging, postage and delivery (“Delivery Charges”). Prices and Delivery Charges are subject to change without notice.
6. Existing discounts agreed by us as at the date of these Terms of Trade shall continue to have effect for the initial Term (but will not necessarily apply to any Renewal). Subject to clause 7, discounts for hardcopy subscriptions only apply to subscribers to both the online/digital and hardcopy format.
7. Any promotional offer that LexisNexis makes is exclusive of and cannot be used with any other offer, promotion or discount.
8. The price payable for updating material for printed encyclopedic and loose-leaf publications, where these are not covered by the terms of this Subscription Agreement, shall be the price advised by us at the time of publication.
9. On each anniversary of the Term (“Renewal”), the price payable for the Goods and Services will be the price payable in the immediately preceding term, plus an annual adjustment (or actual usage level for the preceding year, whichever is the higher).
VARIATION, BREACH & TERMINATION
10. We may change the customer’s agreement from time to time upon notice to the customer. Changes detrimental to the customer take effect upon the next renewal period whilst all other changes take effect upon written notice to the customer.
11. The customer may terminate their agreement upon written notice to us if any change proposed under clause 10 is unacceptable. For termination to be effective under this clause, we must receive your notice of termination within 30 days of the date of the change. Continued use of the Goods & Services by customer following any change constitutes acceptance of the change.
12. The customer may terminate this agreement for Goods & Services (in whole or part) by giving us at least 90 days’ written notice, to expire the day before the anniversary of the commencement date or Term (whichever is the longer).
13. We may terminate customer’s agreement for Goods & Services (in whole or part) by giving customer at least 60 days’ notice. Our only obligation in this event shall be the pro rata refund of any charges paid by customer in advance.
14. We may suspend or discontinue providing the Goods & Services to the customer without notice and pursue any other remedy legally available to us if customer fails to comply with any of its obligations hereunder.
15. By submitting the Application, the customer authorises us to carry out any credit checks with third parties as we may require. The customer authorises us to make any enquiries and to use, exchange or disclose any information which is disclosed in the Application or is obtained by us from any third party from or to any other credit provider or credit reporting agency: a) Concerning the customers credit worthiness; and b) for the purpose of providing or obtaining a reference.
16. We may impose credit limits which may be varied by us from time to time. If the customer exceeds the credit limit then Goods and Services will the withheld until the account is back within the credit limit.
17. The customer must pay the amount specified in an invoice in full within 30 days of the date of the invoice (unless we agree otherwise in writing).
18. If the customer does not pay LN or its designated agent the invoiced amount in full within the time stipulated in the invoice, we may, without limitation a) withhold further supplies including Goods & Services which have already been fully paid; or b) charge interest on amounts outstanding at the rate of 4% above our bank’s base rate from time to time; or submit the customer’s account to a collection agency. If we do submit the account to a collection agency, the customer agrees that we may recover the outstanding amount specified in the invoice including interest, our legal costs, bank fees and charges and other expenses incurred in attempting to recover the debt and any fees and commissions or other amounts we pay to any collection agency to act on our behalf.
19. Where we make individual deliveries of Goods and Services or deliveries in instalments, the customer may be invoiced separately for each delivery in which case, the customer agrees to pay each invoice according to its terms.
20. We reserve the right to charge the customer a surcharge for payments made by credit card. We reserve the right to make changes to this surcharge from time to time or extend the surcharge to other methods of payment. If we make any changes, we will notify the customer in writing before the changes take effect in accordance with clause 10.
21. Online and digital products (such as ebooks and LexisNexis Red) supplied are also subject to the additional terms and conditions. Customers are required to accept these additional terms and conditions before first using the product.
22. Delivery of online/digital products is made using the World Wide Web. For the avoidance of doubt, the return policy in clause 30 does not apply to digital products.
23. Pay In Advance (“PIA”) Subscriptions. a) PIA Subscriptions commence on the date specified on our invoice or order form (as the case may be) (“Commencement Date”). b) The price for the first year of any PIA subscription is our list price at the date of the order. The price for subsequent years is our list price at the anniversary of the Commencement Date. c) We will inform the customer by invoice before each anniversary of the Commencement Date of the price payable for the next 12 months and, where the PIA Subscription relates to an online product, of any change to the terms and conditions applicable to that product.
24. Supplements. For products that are updated by supplements between editions, when purchasing the main work customers will automatically be sent the updating supplement on publication and will be invoiced for these when received by us.
25. Orders for Goods & Services are accepted by us subject to availability of stock and may be delivered in two or more instalments. Subject to clause 33 and to the maximum extent permitted by law, LexisNexis has no liability for any loss of trade or profit to the customer as a result of delay in delivery or delivery of incorrect or faulty goods.
26. Delivery will be made to the address specified on the order by the customer or its agent, or to a carrier designated by the customer, or to other such addresses as are notified to us from time to time.
27. Risk in Goods & Services passes to the customer on delivery under clause 26 above. Title to Goods & Services other than updates supplied under PIA Subscriptions will pass to the customer on payment in full. Title in updates supplied under PIA Subscriptions will pass on delivery.
28. Time is not of the essence for delivery of Goods & Services and our liability for incorrect delivery or failure to deliver is limited as set out in clause 32.
LOSS OR DAMAGE IN TRANSIT
29. Claims for damage or partial delivery or complete loss of consignment must be notified to us within 30 days of the date of invoice.
30. Returns of printed Goods and Services which are defective, incorrect or faulty will be accepted for credit provided:
>(a) LN is notified of the defect/ or fault within 30 days of the date of invoice,
(b) the returns are accompanied by a copy of the returns note/invoice, and
(c) customer provides the valid authorisation code obtained from our Customer Support department before Goods & Services are returned.
31. Refunds will be given only where the Goods & Services are returned as above and there are no other amounts outstanding and due on the customer’s credit account with us. Collection of returns must be from the original address of delivery by LN and if customer requires LN to collect returns from a different address, LN reserves the right to charge the sum, depending on the location advised by the Customer.
WARRANTIES AND LIABILITY
>32. To the maximum extent permitted by law, our liability to the customer is limited at our option to: (a) in the case of goods, replacement or repair of the goods or payment of the cost of replacing or repairing the goods; and (b) in the case of services, resupply of the services or payment of the cost of re-supplying the services.
>33. Our liability to the customer for negligence and breach of contract is limited to the cost of replacing the Goods & Services ordered.
>34. Subject to clause 32 and to the maximum extent permitted by law, we exclude all representations, warranties or guarantees, whether express or implied, by statute, trade or otherwise, including without limitation warranties and guarantees regarding the availability of any online product at any particular time.
>35. It is not intended that any contract between us and customer for the supply of Goods & Services should be enforceable by any third party.
>36. Any waiver by us of any of these terms and conditions shall be limited to the particular instance and shall not operate or be deemed to operate as a future waiver of that or any other term.
37. Notices sent by the customer to LexisNexis should be sent to your account manager or LexisNexis’ Customer Support department either by prepaid post to the address on the most recently delivered invoice or by email to the email address provided by your account manager, in any case, with a copy by email to firstname.lastname@example.org. Such notices must state the customer’s name and (where applicable) account number. Notices sent by us will be sent to the customer’s last known address or email address LexisNexis has on record.
38. Any change to the customer details, including name, invoice, delivery and site addresses must be notified to us in writing within 30 days of the date of the change.
39. We may cancel or suspend delivery of any ordered product in the event of any delay or non-¬performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.
40. Any discount offered by LexisNexis is at our discretion and subject to any conditions that LexisNexis may elect to impose. For example, discretionary discounts offered on hard copy products are only valid if the customer has a contemporaneous subscription to the online or digital format of that product. Therefore, if the customer cancels subscription to one format, then the costs of the other format will revert to the list price as at the anniversary date of the Term.