Terms and Conditions
Terms & Conditions of use for the Martindale-Hubbell Products of the LexisNexis Services
November 9th, 2012
- DELIVERY, FEES, INVOICING & PAYMENT.
- TERM AND TERMINATION.
- COOPERATION & OTHER OBLIGATIONS.
- USER ACCOUNT, PASSWORD, AND SECURITY.
- YOUR CONTENT.
- UPGRADES AND OTHER SERVICES.
- PROPRIETARY RIGHTS.
- OTHER RESPONSIBILITIES.
- DISCLAIMER OF WARRANTIES.
- LIMITATION OF LIABILITY.
- CONFIDENTIAL INFORMATION.
- ADDITIONAL TERMS FOR SPECIFIC MH PRODUCTS
1.2. "Content" means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components appearing in any MH Products.
1.3. "LN" means LexisNexis, a division of Reed Elsevier Inc.
1.4. "LN Web Sites" mean any or all of the Web Sites owned by LN including but not limited to martindale.com, lawyers.com, attorneys.com, and experts.martindale.com, as applicable to the MH Product.
1.5. "Martindale-Hubbell Web Site" means the Web sites provided by LN under the Agreement, including domain name, user interface, all related technology, Content, and Software.
1.6. "Martindale-Hubbell Web Site Service(s)" means the services provided to develop, create, enhance, upgrade or modify a Martindale-Hubbell Web Site.
1.7. "Media Outlets" means any or all of the following: the LN Web Sites, certain web sites with which LN has alliances, and the LN online services.
1.8. "MH" means Martindale-Hubbell brand.
1.9. "MH Products" means the goods and services offered by LN and ordered by you.
1.10. "Online Directory" means the content of the Law Directories searchable at or through the Media Outlets.
1.12. "Software" means any software and related tools that LN makes available for your use in connection with the MH Product.
1.13. "Term" has the meaning set forth in Section 3.1 below.
1.15. "You" and "your" (both capitalized and lower case) mean the person or firm named in the Agreement.
1.16. "Your Content" (Sometimes referred to as "Customer Content") means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components provided by you for use in any of the MH Products. Back to top of page
2. DELIVERY, FEES, INVOICING & PAYMENT.
2.2. All payments are due within 10 days from receipt of the invoice. Amounts which have not been paid within 30 days after the invoice date will thereafter, until paid, be subject to a late payment charge at a rate equal to 15% per annum (or, if less, the maximum rate permitted under applicable law). Customer shall owe and LN has the right to invoice for the then-current non-sufficient funds fee for all returned checks. LN reserves the right to change payment terms by providing written notice to you for the period following notice. Fees should be paid in U.S. dollars. Fees do not include any telecommunication provider's charges. Invoices will include additional charges for shipping and handling, if applicable, as well as applicable taxes. Further, you shall be liable for all costs of collection incurred by LN, including without limitation, collection agency fees, reasonable attorneys' fees and court costs, if you fail to comply with the payment obligations set forth herein. Restrictive endorsements or other statements on checks or other forms of payment accepted by LN will not be enforceable.
2.3. The fees for the MH Products may include set up fees, deposits, Transactional Commitments (described in Order), Monthly Commitment(s) (described in Order), and other commitments (collectively the "Fees"). While some Fees may be expressed in terms of a Monthly Commitment, Customer is obligated for the sum of any Monthly Commitments or other type of periodic payments throughout the Term. Deposits must be paid upon acceptance of an Order and are non-refundable. Transactional Commitments are payable when invoiced. Any changes or additions to Customer's selections will affect the Fees.
2.4. Customer billing shall commence upon the commencement of the term set forth in your Order for each MH Product, unless otherwise designated. For each successive year during any Order whose term is for two or more years, if specified in writing, the Fees will increase annually at the rate specified. Customers who renew following an Initial Term or Rider Term (defined below in section 3.2) commitment may be subject to an increase of (Fees), as set by LN. Back to top of page 3. TERM & TERMINATION.
3.1 The term of your Agreement begins either (a) on the date Customer's billing account is set up if Customer is a new LN customer of LN's MH Products or (b) upon entry of the first order under the Agreement (the "Order") by LN if Customer is an existing customer of MH Products, and continues until the expiration of the latest expiring of all the terms for the MH Products ordered in the Agreement and its riders, extensions, and amendments or until termination of the Agreement in accordance with its terms (the “Term”).
3.2. Each of the MH Products ordered shall be provided for the term specified in the Order (the "Initial Term" or “Rider Term”). After the expiration of the Initial Term or Rider Term, if any, the terms for the MH Products in the applicable Order will be extended on a month to month basis under the terms of this Agreement, until either party terminates in accordance with the terms of this Agreement.
Each monthly extension of the Agreement shall be deemed a Renewal Term. Notwithstanding the foregoing, a) MH Products that consist solely of one-time development are excluded from the Renewal Term; and b) transactional products will only be invoiced if the product is shipped during any Renewal Term.
3.3. The Term continues until the expiration of the latest expiring of all Orders and Riders under the Agreement or until termination of the Agreement in accordance with its terms. Either party may terminate the Agreement:
a. Effective on the first day of any Renewal Term by providing 30 days prior written notice to the other party. If you fail to terminate this Agreement as set forth in this section 3.3.a., then you will be invoiced for such Renewal Term and the applicable products will automatically renew.
b. Effective immediately for a material breach by the other party that remains uncured for more than 30 days after the allegedly breaching party receives written notice from the non-breaching party identifying the specific breach.
3.4. Except as set forth in Section 3.3 above, this Agreement may not be terminated by Customer during the Initial Term or Rider Term, except a) by following the "Early Cancellation Provisions" set forth in Section 3.5 below; and b) 30 days after LN receives written notice of termination as a result of complete dissolution of Customer's practice, or in the case of a solo practitioner, if there is a death or retirement, and c) in the event of any increase in a Monthly Commitment, excluding i) any increases set forth in this Agreement, or ii) increases related to adjusting any estimates, provided that such notice is given in writing 30 days prior to termination and is provided within 60 days after the price increase becomes effective. Upon termination your right to use the Software and MH Products shall immediately cease and LN may delete from its servers and the Media Outlets Your Content and your MH Products. In addition, if you are in default under this Agreement, LN reserves the right to withhold all LN services from you including those provided under separate LN agreements.
3.5. Customer acknowledges that its commitment to each Initial Term and Rider Term was an important factor in LN's decision to agree to the pricing in this Agreement. However, Customer may terminate the Agreement for Customer's convenience before the end of the applicable Term if Customer (i) notifies LN at least 60 days before the effective date of termination and (ii) pays LN all amounts invoiced and unpaid as of the date of termination, plus 100% of all deposits, set up fees or similar up front charges in the Agreement, plus an "Early Cancellation Fee" equal to 60% of the total remaining amounts due under this agreement for the remainder of the Initial Term. If LN terminates the Agreement for Customer's breach, Customer shall pay the Early Cancellation Fee in addition to, and not instead of, any other remedies provided elsewhere in this Agreement, or by law for breach, including without limitation LN's right to seek injunctive relief and to sue for damages. Hereinafter, the terms and conditions of this paragraph shall be referenced as the "Early Cancellation Provisions." Back to top of page 4. COOPERATION & OTHER OBLIGATIONS.
You acknowledge receipt of one or more passwords and account designations for your MH Products. Passwords are non-transferable and should not be shared under any circumstances. You are responsible for maintaining the confidentiality of the password and account designation. You will promptly notify LN of any unauthorized use of your password or account or any other breach of security involving the MH Products, and the Media Outlets. Back to top of page 6. YOUR CONTENT.
6.1. By providing, posting, publishing, uploading, inputting or distributing any Content to or through LN or its MH Products ("Your Content" defined above), you grant (or warrant that the owner of such rights has expressly granted) LN a limited, worldwide, irrevocable, royalty-free, non-exclusive right and license, with the right to sublicense, to use, reproduce, modify, adapt, publish, publicly perform, publicly display, digitally display and digitally perform, translate, create derivative works from and distribute Your Content or incorporate Your Content into any form, medium, or technology now known or later developed throughout the universe, for the purposes of developing, providing, displaying and marketing the MH Products, for internal use for product development and for marketing purposes. LN may compile and use aggregated non-personal information taken from Your Content and may provide such information to third parties. Aggregated non-personal information means information that is taken from Your Content or your use of the MH Products, but that is compiled in a way so that it no longer identifies an individual person. BY ENTERING INTO THIS AGREEMENT YOU UNDERSTAND AND CONSENT TO LN EXTRACTING YOUR CONTENT FROM YOUR EXISTING FIRM WEB SITE(S) FOR USE IN THE MH PRODUCTS (E.G. the Martindale-Hubbell Professional Profile). YOU FURTHER AGREE THAT SUCH EXTRACTED DATA A) SHALL BE CONSIDERED PROVIDED BY YOU FOR USE IN MH PRODUCTS, AND B) IS SUBJECT TO THE LICENSE GRANT SET FORTH IN THIS SECTION 6.1. YOU AGREE THAT ANY INFORMATION EXTRACTED FROM YOUR WEB SITE WILL REPLACE CURRENT INFORMATION IN YOUR MH PRODUCTS. IF YOU DO NOT POSSESS SUFFICIENT RIGHTS IN CONTENT ON YOUR WEB SITE TO ALLOW MH’S USE OF THE CONTENT IN ACCORDANCE WITH THESE TERMS, YOU AGREE TO PROVIDE LN PROMPT NOTIFICATION OF SUCH LIMITATIONS. SHOULD YOU WISH TO WITHDRAW OR LIMIT THE FOREGOING CONSENT AT ANY TIME YOU MAY REMOVE ANY SUCH EXTRACTED MATERIALS FROM THE MH PRODUCTS THROUGH THE CSC OR YOU MAY GIVE NOTICE TO LN OF ANY DESIRED REMOVAL OR OF ANY LIMITATIONS ON USE EITHER BY CONTACTING LN VIA FAX: 908-771-8704, EMAIL: PROFILEKICKOPTOUT@LEXISNEXIS.COM
, OR U.S. MAIL: LEXISNEXIS MARTINDALE-HUBBELL, 121 CHANLON ROAD, NEW PROVIDENCE, NJ 07974, ATTENTION: OPT-OUT DEPARTMENT.
6.2. You are solely responsible for Your Content. You are liable for any material protected by copyright, trademark, patent or trade secret law used in Your Content without the permission of the author or owner, and for defamatory materials in any of Your Content. LN is not responsible for reviewing Your Content before it appears on the MH Products. You represent and warrant that (i) Your Content contains no offensive, harassing, inflammatory, defamatory, indecent, or obscene material, (ii) Your Content does not violate any applicable laws, regulations, or judicial rulings; (iii) Your Content is not false, misleading, deceptive, or fraudulent; (iv) you will endeavor in good faith to honor all promises, offers, and statements you make in Your Content and in any related materials, products, services, or communications you offer or make through Your Content; (v) you own or are authorized to use Your Content and all trademarks, trade names, and similar materials of any kind which are included in Your Content; and (vi) Your Content does not infringe upon or violate any intellectual property, proprietary, or other rights of LN, its affiliates, and any third party. LN reserves the right, in its sole discretion, to refuse to display or to remove from the MH Products at any time any Content that it reasonably regards as violating this provision as otherwise inappropriate or as inconsistent with LN editorial policies in effect from time to time. LN reserves the right to release current or past information related to you if LN believes that you or any of Your Content, any of the MH Products you ordered, or your account is in violation of any criminal laws or is being used to commit unlawful acts, or if the information is subpoenaed. You understand that certain MH Products are made available in print form and, as such, you understand and agree that Your Content may appear in such print products after the termination of your Agreement with LN for the relevant year. LN is not responsible for any changes to the Content, including Your Content, which have not been made prior to the print deadline for the printed MH Products.
6.3. Customer understands and acknowledges that: (a) LN's timely development and implementation of your MH Products is contingent upon your timely provision of Your Content and feedback, (b) the MH Products, Your Content and media plans are subject to the rules of each applicable Media Outlet on which they may appear; and (b) once a MH Product is distributed, posted, hosted or placed upon a third party Media Outlet Web site or search engine LN assumes no responsibility for its display on or removal from that site; Back to top of page 7. UPGRADES AND OTHER SERVICES.
7.1. You agree to cooperate in the installation or implementation of any upgrade, update, fix or work around LN releases or offers to release to you for one of the MH Products in your Order. Your use of all updates, upgrades, fixes and work arounds is subject to the terms and conditions of this Agreement. After such installation or implementation, Customer may no longer continue to use the earlier version of the MH Product. You agree that by installing and implementing an upgrade, update, fix or work around you voluntarily terminate your right to use any previous version of the MH Product.
7.2 You hereby acknowledge that LN may send you information (via postal service, email or other electronic means, and facsimile) and offers about upgrades and other services provided by LN, its affiliates and other entities that have alliances with LN unless you provide written notice to the contrary. Notwithstanding the foregoing, under no circumstances will LN, its affiliates or other entities have any obligation to provide you with upgrades, enhancements, or modifications for the MH Products. Back to top of page 8. PROPRIETARY RIGHTS.
Except as otherwise specified in the Agreement and except for Your Content and any domain name(s) you own (i) the Software; (ii) the MH Products; (iii) the LN domain names (iv) the LN Web Sites and all content therein, (v) the LN online services and all content therein; (vi) LN owned or controlled logos, service marks and trademarks (the "Marks") placed in any MH Products and (vii) all Content other than Your Content, are owned by LN and/or its licensors and are protected by copyrights, trademarks, service marks, patents, or other proprietary rights, laws, and regulations. As between you and LN, you retain ownership of Your Content. Back to top of page 9. CERTIFICATION.
Customer acknowledges that the pricing provided to Customer for some MH products depends in part on the number of attorneys in Customer's firm. Pricing is also affected by the Customer's location(s). Customer certifies that as of the date Customer entered the Agreement there are the number of attorneys (including owners, partners, members, associates, and staff attorneys) in Customer's firm as Customer has specified in any applicable Order ("Reference Number"). At LN's request from time to time, Customer will certify in writing the then-current Reference Number and, if applicable, the Customer's locations. If there is a change in the Reference Number or a change in the Customer's location(s) or a new location added during the Term, LN may, in its sole discretion on at least 30 days prior written notice to Customer, increase or decrease the Fees going forward, by an amount that reflects the pricing for the new Reference Number or location(s). Back to top of page 10. OTHER RESPONSIBILITIES.
10.1. You represent that you are an attorney or a law firm whose attorneys are validly licensed to practice law as required by the applicable jurisdictions in which you or they practice. You are solely responsible for compliance with all laws, rules, and regulations governing attorney advertising, ethical obligations, licensure, and the practice of law, promulgated by any applicable jurisdiction, court, bar association, and any other governing body which are applicable to you, your attorneys or other representatives, the Martindale-Hubbell Web Site, and your use of the MH Products.
10.2. If you include your email address or other contact information in any profile, posting or other content, resulting in your receiving email or other communications sent from any third party, you acknowledge that you have the sole discretion whether to respond to that sender, who may be an impostor, and you do so at your sole risk. You are solely responsible for assessing the integrity, authenticity, honesty and trustworthiness of all persons with whom you choose to communicate. You agree that LN and affiliates shall have no liability or responsibility whatsoever for any communications, agreements or transactions between you and any third party. Back to top of page 11. INDEMNIFICATION
You will indemnify, defend, and hold harmless LN, its successors, assigns, parents, subsidiaries, alliance entities, affiliates and their respective officers, directors, employees, contractors, licensors, suppliers and agents from and against any and all claims, actions, demands, losses, expenses (including reasonable attorneys' fees), damages, liabilities, taxes, penalties, assessments, judgments and costs arising out of, from, or in connection with (i) Your Content or LN's use of Your Content as permitted by this Agreement, (ii) your Web site, if any, its content, chosen keywords and phrases, and any services you offer in connection therewith, (iii) any breach of your representations or warranties set forth herein, (iv) any breach by you under this Agreement or violation by you of applicable laws, regulations or ethical requirements, (v) your breach of any of the terms of this Agreement, or (vi) any communications you provide through any MH Product, including, without limitation, any claims or allegations of intellectual property infringement, libel, and legal malpractice. LN will indemnify, defend, and hold you harmless from and against any and all claims, actions, demands, losses, expenses (including reasonable attorneys' fees), damages, liabilities, taxes, penalties, assessments, judgments and costs arising out of, from, or in connection with claims relating to the Content provided by LN for the Martindale-Hubbell Web Site. If a third party threatens or files a claim covered by this Indemnification Section against LN, LN shall promptly give notice to Customer. If a third party threatens or files a claim covered by this Indemnification Section against Customer, Customer shall promptly give notice to LN. Back to top of page 12. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY AGREE THAT USE OF THE MH PRODUCTS IS AT YOUR SOLE RISK. THE MH PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LN, ITS LICENSORS, SUPPLIERS, SPONSORS, SUBCONTRACTORS, AND AFFILIATES MAKE: (A) NO WARRANTY THAT THE MH PRODUCTS WILL MEET YOUR REQUIREMENTS, THAT THE MH PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (B) NO WARRANTY ABOUT THE RESULTS OBTAINED FROM THE MH PRODUCTS OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE MH PRODUCTS, (C) NO WARRANTY THAT DEFECTS IN THE SOFTWARE, THE MH PRODUCTS, OR THE RESULTS WILL BE CORRECTED, AND (D) NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE LN WEB SITES, OTHER WEB SITES, OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH WEB SITES. Back to top of page 13. LIMITATION OF LIABILITY
EXCEPT FOR THE LN OBLIGATIONS IN THE INDEMNIFICATION SECTION ABOVE, THE LIABILITY OF LN IS LIMITED TO THE FEE PAID BY YOU FOR THE MH PRODUCTS DURING THE 12-MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM OR CAUSE OF ACTION AROSE. EXCEPT FOR THE LN OBLIGATIONS SET FORTH IN THE INDEMNIFICATION SECTION, LN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF LN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LN IS NOT RESPONSIBLE FOR ANY LOSS OF DATA RESULTING FROM LN'S DELETION OF ANY OF THE MH PRODUCTS, NETWORK OR SYSTEM OUTAGES, EQUIPMENT OR TELECOMMUNICATIONS FAILURE OR MALFUNCTIONS, FILE CORRUPTION, OR ANY OTHER REASONS. LN IS NOT RESPONSIBLE FOR THE DELIVERY OF ANY GOODS OR SERVICES SOLD OR ADVERTISED BY YOU OR OTHERS. YOU ARE COMPLETELY RESPONSIBLE FOR ALL ACTIVITIES, FEES, AND/OR LIABILITIES THAT ARE RELATED TO OR RESULT FROM USE OF THE MH PRODUCTS UNDER YOUR PASSWORD OR ACCOUNT. IN ADDITION TO THE FOREGOING, LN SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM SUBSCRIBER'S NON-COMPLIANCE WITH ALL LOCAL AND STATE ETHICS RULES OR OTHER RULES APPLICABLE TO THE PRACTICE OF LAW OR FROM SUBSCRIBER'S VIOLATION OF SUCH RULES. Back to top of page 14. CONFLICT.
If there is a conflict between any written terms of your Agreement with LN and these terms and conditions of use, the terms and conditions of the written Agreement govern as to the subject of the Agreement. Back to top of page 15. CONFIDENTIALITY.
The Agreement, including but not limited to its terms, conditions and pricing information is "Confidential Information" of LN. Customer will receive and maintain Confidential Information in trust and confidence and not disclose or provide access to the Confidential Information to any third party. Customer will further limit disclosure within its organization to those persons who have a "need-to-know". Customer understands disclosure of Confidential Information may cause competitive harm to LN. If Customer breaches this confidentiality provision, LN may, at its option, and in addition to any other remedy it may have under the Agreement, at law or in equity, immediately terminate the MH Products provided under the Agreement without refund and immediately collect from Customer the Early Cancellation Fee. Back to top of page 16. ARBITRATION.
16.1 Except as provided below, any controversy, claim or counterclaim (whether characterized as permissive or compulsory), arising out of or in connection with this Agreement (including any amendment or addenda thereto), whether based on contract, tort, statute or other legal theory (including but not limited to any claim of fraud or misrepresentation) will be resolved by binding arbitration under this section and the then-current Commercial Rules and supervision of the American Arbitration Association ("AAA"). WITH THE EXCEPTION THAT ANY ARBITRATION WILL BE CONDUCTED AND RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT ON A CLASS-WIDE, MULTIPLE PLAINTIFF OR SIMILAR BASIS.
In the event any court, arbitrator or panel of arbitrators rules that the foregoing limitation is invalid, then, arbitration shall not be available and is expressly precluded as a method of conducting and resolving disputes arising under this Agreement. The duty to arbitrate will extend to any employee, officer, agent or affiliate of either party. The arbitration will be held in the United States headquarters city of the party not initiating the claim except all claims initiated by LN for non-payment will be held in New Providence, New Jersey. The arbitration will be conducted by a sole arbitrator who is knowledgeable with respect to the electronic information services industry and is an attorney. The arbitrator's award will be final and binding and may be entered in any court having jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement.
a. Each party will bear its own attorneys' fees and other costs (e.g., filing fees, internal costs, etc.) associated with the arbitration, except that the fees assessed by the AAA for the services of the arbitrator will be divided equally by the parties, and Customer shall bear all costs of collection incurred by LN, including without limitation, collection agency fees, reasonable attorneys' fees and all arbitration and court costs for any failure by Customer to comply with its payment obligations in the Agreement. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorney's fees which are reasonably incurred by the other party. Issues of arbitrability will be determined in accordance and solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the state as specified in this Agreement and if none is specified, then the law of the state of New Jersey.
b. To facilitate resolution of controversies or claims, the parties agree to keep negotiations, arbitrations and settlement terms confidential.
c. Claims and controversies involving either (a) violation of any of the proprietary rights of LN, including claims in equity or law to protect the intellectual property rights of LN or its third-party content providers; or (b) failure to comply with restrictions on use of the services and materials included in this Agreement will not be subject to arbitration. LN retains at all times the right to obtain an injunction in court to prevent misuse of the MH Products and all LN's' products and services. Back to top of page 17. GENERAL.
17.1 Law. Unless specifically stated otherwise in the Agreement, this Agreement is governed by the laws of the State of New Jersey without regard to its conflict of law provisions and you and LN submit to the personal and exclusive jurisdiction of the courts located within the State of New Jersey. LN may waive the foregoing exclusive jurisdiction provision by written notice from an authorized LN representative or by filing a complaint in any other jurisdiction.
17.2 Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
17.3 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement will remain in full force and effect. If that term cannot be so interpreted or reformed, that term will be omitted and, if the term is essential to the Order, the parties will promptly begin good faith negotiations to replace it. The other terms of the Order will remain in effect and be enforceable with the invalid or unenforceable term interpreted, reformed, replaced, or omitted, as the case may be.
17.4 Claims. Any claim or cause of action arising out of or related to the MH Products or this Agreement must be filed within 24 months after such claim or cause of action arose or is forever barred, except for LN claims based on amounts billed, payments made or your failure to pay for the MH Products, regardless of any statute or law to the contrary.
17.5 Modifications. LN may modify the MH Products, withdraw MH Products it ceases to offer, or modify this Agreement, in whole or in part, at any time upon reasonable advance notice to you with such modifications taking effect from the date of such notice forward. Notice of such modification or withdrawal may be made by or on behalf of LN to you via email, regular mail, telecopy, delivery service, or posting on a LN Web Site. If the terms and conditions applicable to your Agreement are materially modified, you may terminate the Agreement with 10 days prior written notice to LN, so long as notice of termination is made within ninety (90) days after LN issues such notice. You will be deemed to have agreed to such modified Agreement if LN does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the MH Products following the notice of the change. If a MH Product you ordered is materially modified, you may terminate that portion of the Order including that MH Product with 10 days prior written notice to LN, so long as notice of termination is made within ninety (90) days after LN issues such notice. You will be deemed to have agreed to such modification to the MH Product if LN does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the MH Products following the notice of the change. If a MH Product is withdrawn from the Order, then you shall only pay LN the pro rata Fees and applicable taxes for such MH Product through the date the MH Product ceased to be provided.
17.6 Notice. Notice to LN shall be made to its Chief Legal Officer at 125 Park Ave, New York, Suite 2200, New York, NY 10017 with a copy to: LexisNexis; Customer Legal Services; 9443 Springboro Pike, Miamisburg, OH 45342 and, for termination notices, to Martindale Hubbell Customer Relations, LexisNexis, 121 Chanlon Road, New Providence, NJ 07974.
17.7 Complete Agreement. The Agreement, including any exhibits, riders, and amendments state the complete agreement between you and LN concerning this subject and, except as stated otherwise in the written Agreement, supersedes all earlier oral and written communications between the parties concerning this subject.
17.8 Acceptance. The Agreement is subject to acceptance by LN, which acceptance shall be evidenced by providing access to the MH Products. You warrant and represent that you have full right, power and authority to enter into this Agreement and to grant the rights granted herein without violating any other agreement or commitment of any kind and that the person accepting the Agreement on your behalf, whether such acceptance is in writing, electronically or through other means, has the power and authority to enter the Agreement on your behalf.
17.9 No Exclusivity. Orders do not grant Customer an exclusive right or privilege to receive Products. LN may, in its sole discretion, provide similar or identical products to other customers, which may be competitors of Customer.
17.10 Relationship. Customer and LN are independent contractors. Nothing in an Order is intended to or will constitute Customer or LN as an agent, legal representative, partner, joint venturer, franchisee, employee, or servant of the other for any purpose. Neither Customer nor LN shall make any contract, commitment, warranty, or representation on behalf of the other, or incur any debt or other obligation in the other's name.
17.11 Amendments. If an Order document specifies a process by which it may be amended, then LN may amend it according to that process. No other amendment to an Order will be binding unless agreed to in a writing executed by LN and Customer, and no approval, consent, or waiver will be enforceable unless signed by the granting party. No preprinted term appearing in any document that is not part of an Order will be enforceable by the originating party against the other party unless that term is expressly accepted in writing by an authorized representative of the other party. No document will be deemed to amend an Order by implication.
17.13 Non-Assignment. Customer may not assign its rights or delegate your duties under this Agreement to access the MH Products without the prior written consent of LN, which consent shall not be unreasonably withheld.
17.14 Successors and Assigns. The Agreement will be binding on, and will inure to the benefit of, the parties' and their respective successors and permitted assigns.
17.15 Force Majeure. No party will be liable for any damage, delay, or failure of performance resulting directly or indirectly from a Force Majeure. If a Force Majeure occurs, the affected party will notify the other parties and make commercially reasonable efforts to mitigate the adverse effects of the Force Majeure on the performance of the Order. This Force Majeure Section does not excuse Customer's obligation to pay for MH Products actually received. Back to top of page 18. ADDITIONAL TERMS & CONDITIONS FOR SPECIFIC MH PRODUCTS.
Certain MH Products are subject to additional terms, conditions and fees (the "Specific MH Product Terms") which are set forth in the terms linked to from here: http://www.lexisnexis.com/terms/tps/specificMHproductsV1.asp
. If LN has provided you written direction to another URL for the Specific MH Product Terms applicable to the MH Products you ordered, then the terms at that URL supersede the terms viewable from the link in this paragraph.
Last Revised 09 November 2012