ONLINE LICENSE AGREEMENT
GENERAL TERMS AND CONDITIONS
For Use of the LexisNexis Services
This Licence Agreement is between LexisNexis, a division of Reed Elsevier India (Pvt) Limited (“we or us”) and the individual or company to whom LexisNexis has agreed to supply the Online Services and Materials (“you”). The following terms and conditions govern your use of the online services supplied by LexisNexis (the "Online Services") and the materials and content available therein ("Materials"):
- LICENCE; RESTRICTIONS ON USE
- Subject to any Supplemental Terms which may apply for Specific Materials, you are granted a non-exclusive, non-transferable, limited licence to access and use the Online Services and Materials from time to time made available to you for the purposes only of (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:
- The right to electronically display Materials retrieved from the Online Services is limited to the display of such Materials primarily to one person at a time, subject to the Supplemental Terms for Specific Materials;
- 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 Online 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 Online Services or your web browser software (collectively, "Authorised Printouts"); and
- 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 Online Services using the downloading commands of the Online Services or your web browser software and 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(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 Material 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;
- 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.
- Except as specifically provided in Sections 1.1 and 1.2, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using Materials retrieved from the Online Services. You may not print or download Materials without using the printing or downloading commands of the Online Services or your web browser software. All access to and use of the Online Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Online Services is strictly prohibited. Use of the Online Services is permitted only via manually conducted, discrete, individual search and retrieval activities.
- All right, title, and interest (including all copyrights and other intellectual property rights) in the Online 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 Online Services, Materials, or copies thereof.
- Except as specifically provided herein, you may not use the Online Services or Materials retrieved from the Online Services in any fashion that infringes the copyright or proprietary interests therein.
- You may not remove or obscure the copyright notice or other notices contained in Materials retrieved from the Online Services.
- Other provisions that govern your use of Materials are set forth in your applicable price schedule, the Supplemental Terms for Specific Materials, online descriptions of files, online notices following file selection, and individual documents retrieved from the Online Services (collectively, the "Additional Terms"), all of which are incorporated by reference into these General Terms and Conditions.
- ACCESS TO SERVICES
- Subject to clause 2.2 below, only employees authorised by the subscribing organisation may access and use the Online Services.
- You may not use an identification number to access the Online Services from outside the country for which it was issued.
- Your identification number(s) may be restricted from accessing certain Materials otherwise available in the Online Services.
- Materials and features may be added to or withdrawn from the Online Services and the Online Services otherwise changed without notice.
- You must ensure that each person having access to the Online Services and Materials:
- is an Authorised User; and
- is using those Online Services and Materials only in accordance with these General Terms and Conditions and the Additional Terms.
- LIMITED WARRANTY
- LN represents and warrants that it has the right and authority to make the Online Services and Materials available pursuant to this Agreement.
- EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.1, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND LN AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY
- 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 Online Services or any Materials available or not included therein, (b) the unavailability or interruption of the Online Services or any features thereof or any Materials, (c) Subscriber's use of the Online Services or Materials (regardless of whether you received any assistance from a Covered Party in using the Online Services), (d) your use of any equipment in connection with the Online Services, (e) the content of Materials, or (f) any delay or failure in performance beyond the reasonable control of a Covered Party.
- "Covered Party" means (a) LN, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of LN or its 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.
- THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS SHALL NOT EXCEED THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES EXCLUDING ANY LOSS OF PROFIT OR BUSINESS. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
- THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, 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 ONLINE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.
- The Materials are provided for reference purposes only and are not intended, nor should they be used, as a substitute for professional advice or judgement or to provide legal advice with respect to particular 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.
- 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.
- This Agreement is for the minimum period specified in the table above (the ‘Term’). In the event that no Notice of Termination has been received by LN prior to 90 days before expiry of the Term, this Agreement shall continue for a further period equal to the initial term. In such circumstance, the total annual price paid by the Subscriber will be initial annual term price plus 8% per annum (or actual usage level for the preceding year, whichever is the higher) for the duration of the additional term, and so on for subsequent terms. This Agreement, including the Additional Terms, may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed in accordance with your applicable price schedule; all other provisions may be changed by LN immediately upon notice. Your subscription for access to the Online Services may be terminated immediately upon notice to LN if any change is unacceptable. Continued use of the Online Services following any change constitutes acceptance of the change.
- Either party may terminate the subscription for access to the Online Services. You may terminate this agreement by giving LN at least 90 days’ written notice, to expire the day before the anniversary of the Term Date or minimum period (whichever is the longer) as specified in the Order Form. LN may terminate this agreement by giving at least 60 days’ notice. LN’s only obligation in this event shall be the pro rata refund of any charges paid in advance. LN may suspend or discontinue providing the Online Services to you without notice and pursue any other remedy legally available to it if you fail to comply with any of your obligations hereunder.
- Neither Party will disclose to any third party details of this Agreement or any of the negotiations undertaken in relation to this Agreement without the prior written consent of the other.
- LN may terminate this agreement forthwith on notice without compensation if (a) you enter into a composition with your creditors, or (b) an order is made for the winding up of your organisation, or (c) an effective resolution is passed for the winding up of your organisation (other than the purpose of amalgamation or reconstruction on terms approved by LN), or (d) a receiver, manager, administrative receiver or administrator is appointed in respect of all or any part of your business or assets.
- Except as otherwise provided herein, all notices and other communications hereunder shall be in writing or displayed electronically in the Online Services by LN. Notices shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date first made available, if displayed in the Online Services; or on the date received, if delivered in any other manner. Notices to LN should be sent to your account representative.
- The failure of either party 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.
- You may not assign any rights or delegate any duties under the subscription to access the Online Services without the prior written consent of the provider of LN.
- This Agreement and the Additional Terms shall be governed by and interpreted according to the laws of India regardless of the law that might apply under applicable principles of conflicts of law. Any dispute or difference arising out of or in connection with this Agreement shall first be referred to the Indian Arbitration and Conciliation Act 1996 in accordance with the Arbitration Rules for the time being in force which rules are deemed to be incorporated by reference into this Clause.
- In accordance with the Information Technology Act 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information), LN will provide and export personal data about Authorised Users to any subcontractor appointed to carry out the provision of, or any aspect of, the Online Services for the purposes of (a) providing access to and use of the Online Services to You; (b) provide customer support, billing and other similar activities related to the Online Services.
- You further agree and shall procure your Authorised Users to consent to LN (or such third parties acting on behalf of LN) using such personal data provided pursuant to this Agreement for direct marketing materials 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.
- Each third party supplier of Materials has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary.