LexisNexis has developed and owns or has licensed from third parties software that will check and validate textual references in documents, and enable users to link from these references to corresponding material such as that hosted on LexisNexis websites (“the Software”). The Licensee shall read all or part of the Software from storage media to load the Software onto their computer hardware for the storage and running of the Software to read the information contained and produced by the Software. The following terms and conditions govern your use of the Software supplied by LexisNexis:
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LICENCE; RESTRICTIONS ON USE
1.1 Subject to any additional terms which may apply you are granted a non-exclusive, non-transferable, limited licence to access and use the Software 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:
(a) You may not sell, resell, license, rent, lease, lend or otherwise transfer for value the Software;
(b) You may not distribute the Software as part of any product or service;
(c) You may not copy or post any templates available through internet based services on any network computer or broadcast it in any media.
(d) You may not use the Software in any manner that infringes the intellectual property or other rights of another party.
1.2 Except as specifically provided in Section 1.1 you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using the Software. All access to and use of the Software via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Software is strictly prohibited. Use of the Software is permitted only via manually conducted, discrete, individual search and retrieval activities.
1.3 All right, title, and interest (including all copyrights and other intellectual property rights) in the Software (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 Software or copies thereof.
1.4 Except as specifically provided herein, you may not use the Software in any fashion that infringes the copyright or proprietary interests therein.
1.5 You may not remove or obscure the copyright notice or other notices contained in the Software.
1.6 Other provisions that govern your use of Software are set forth in your applicable price schedule, online terms, online notices following file selection, and individual documents retrieved from the Software (collectively, the “Additional Terms”) all of which are incorporated by reference into this Agreement.
1.7 You may not decompile, modify, translate or reverse engineer the Software or otherwise derive source code or prepare derivative works from the Software, or any part thereof without LN's prior written consent and you will not make any copies of supporting documentation supplied in relation to the Software except as may be reasonably necessary for back up or security purposes.
1.8 There are technological measures in this Software that are designed to prevent unlicensed use of the Software. You may not be able to exercise your rights to the Software under this Agreement unless you activate your copy of the Software in the manner described during the launch sequence. You may also need to reactivate the Software if you modify your computer hardware. We will use those measures to confirm you have a legally licensed copy of the Software.
1.9 If you are not using a licensed copy of the Software you are not permitted to install the Software or future Software updates.
1.10 You may not provide commercial hosting services with the Software.
1.11 The Software is licensed as a single product. Its component parts may not be separated for use on more than one device.
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ACCESS TO SERVICES
2.1 Only You your employees and support personnel authorised by both us and you shall be entitled to access and use the Software (“Authorised Users”).
2.2 The Software may be added to or otherwise changed without notice.
2.3 You must ensure that each person having access to the Software:
(a) is an Authorised User; and
(b) is using the Software only in accordance with this Agreement.
2.4 On termination of this Agreement you agree that your licence to use the Software shall be terminated and you agree to remove immediately the Software and all data in relation to the Software from all your systems, hardware and software.
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LIMITED WARRANTY
3.1 Subject to you completing the installation of the Software as per our technical specifications we represent and warrant that we have the right and authority to make the Software available to you pursuant to this Agreement.
3.2 WITHOUT PREJUDICE TO SECTION 3.1 THE SOFTWARE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND WE MAKE NO EXPRESS WARRANTIES UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THAT THE SOFTWARE IS OR WILL BE COMPLETE OR FREE FROM ERRORS OR THAT INFORMATION WILL CONTINUE TO BE AVAILABLE TO US TO ENABLE US TO KEEP THE SOFTWARE UP-TO-DATE.
3.3 You warrant that the use of this Software will not infringe any intellectual property rights and that you have the right to use the Software over materials that you choose to use.
3.4 For the avoidance of doubt we do not warrant the form or content of any third party software in the Software, which is supplied “as is” and is entirely the responsibility of the third party.
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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 Software available or not included therein, (b) the unavailability or interruption to the supply of the Software or any features thereof, (c) Licensee's use or misuse of the Software (regardless of whether you received any assistance from a Covered Party in using or misusing the Software), (d) your use of any equipment in connection with the Software, (e) the content of the Software, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, (g) any damage done to your documents, hardware, software and/ or intellectual property as a result of the insertion of metadata; or (h) any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of our obligations under this Agreement.
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 the Software, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of the Software 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 at our option to supplying the Software again or paying for their re-supply. Nothing in this Agreement is intended to exclude liability for death or personal injury resulting from any 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, THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE SOFTWARE SHALL NOT EXCEED THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES. 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) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE SOFTWARE, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.
4.7 The Software is provided for reference purposes only and is not intended, nor should it be used, as a substitute for professional advice or judgement or to provide legal advice with respect to particular circumstances.
4.8 Whilst reasonable efforts are made to keep the Software 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 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.
4.10 Risk in the Software shall pass to the Licensee on delivery.
4.11 LN is not responsible for the contents of any third party sites or services, any links contained in any third party sites or services, or any changes or updates to third party sites or services.
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MISCELLANEOUS
5.1 This Agreement is for the minimum period specified in the Price Plan Period on the order form (the 'PPP'). 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 Software may be terminated immediately upon notice to LN if any change is unacceptable. Continued use of the Software following any change constitutes acceptance of the change.
5.2 You may not terminate this Agreement during the minimum period as detailed in the PPP. 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 Software to you without notice and pursue any other remedy legally available to it if you fail to comply with any of your obligations hereunder.
5.3 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.
5.4 Except as otherwise provided herein, all notices and other communications to you hereunder shall be in writing or displayed electronically in the Software by the provider thereof. Notices to you shall be deemed to have been properly given on the date posted, if posted; on the date first made available, if displayed in the Software; or on the date received, if delivered in any other manner. Notices to us should be sent to the Legal Director, LexisNexis International, Halsbury House, 35 Chancery Lane, London WC2A 1EL.
5.5 The failure of us 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.
5.6 You may not assign your rights or delegate your duties under this Agreement or any Additional Terms without our prior written consent.
5.7 This Agreement and the Additional Terms shall be governed by and construed in accordance with the laws of England and you submit to the exclusive jurisdiction on the English courts.
5.8 We will use personal information collected about Authorised Users for the purposes of (a) providing access to and use of the Software to Authorised Users, (b) providing customer support, billing, and other similar activities related to the Software, (c) overseeing product development and capturing usage &statistical information and (d) keeping Authorised Users informed about products, services, offers and upcoming events and to improve our services. We may also provide personal information about Authorised Users to third parties for the purpose of providing Authorised Users with direct marketing offers which we think may be of interest. If you do not wish to receive information about other products, services, offers and events, notify Us in writing.
5.9 In accordance with the Data Protection Act 1998, We will provide and export personal information about Authorised Users to other members of our company group, including Reed Elsevier Inc. in the United States. We shall also provide personal information to a third party contractor for them to undertake usage analysis. We shall provide and export this data for the purposes of (a) providing access to and use of the Software to Authorised Users, (b) overseeing product development and capturing usage &statistical information and (c) providing customer support, billing and other similar activities related to the Software.
5.10 Save for the owners of any intellectual property supplied by Us, no third parties shall acquire any rights under this Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded.
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ADDITIONAL TERMS FOR FREE TRIAL USE OF THE SOFTWARE
6.1 A customer will be granted a free trial at LN's sole discretion where a customer is provided with access to materials for free. LN has no obligation to continue to provide such materials and the customer has no rights to continue to receive such material.
6.2 In the event that a free trial is granted by LN to the Customer this Agreement is for the minimum period specified by LN. 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 access to the Software may be terminated immediately upon notice to LN if any change is unacceptable. Continued use of the Software following any change constitutes acceptance of the change.
6.3 The above clause 6.2 shall replace clause 5.1 above in its entirety. Except as expressly modified by this clause 6 all other terms and conditions of this Agreement shall remain in full force and effect.
