GENERAL TERMS AND CONDITIONS (Global Platform)
These General Terms & Conditions are part of the Subscription Agreement between you and LexisNexis Malaysia Sdn Bhd ("LexisNexis") and govern use of the online services (the "Online Services") and materials available therein ("Materials") provided by LexisNexis and its related corporations (collectively "LN").
1. GRANT OF RIGHTS; RESTRICTIONS ON USE1.1 You and your Authorised Users (defined below in clause 2.1) are granted nonexclusive, nontransferable, limited rights to access and use for research purposes the Online Services and Materials made available to you. The rights granted to each Authorised User are as follows:
(a) The right to electronically display Materials retrieved from the Online Services to no more than one person at a time (e.g., no Authorised User may network others via LANs, WANs, intranets, or the internet), subject to the Supplemental Terms for Specific Materials ("Supplemental Terms"). Notwithstanding the foregoing, an Authorised User may display a minimal amount of Materials on an incidental, infrequent basis for non-commercial purposes to other Authorised Users so long as the Authorised Users are in the same physical location and the means of display is not through the internet, an intranet, or other types of networking communication like LANs or WANs;
(b) The right to email, fax, download, or make printouts using the commands of the Online Services and the right to create a single printout of Materials accessed or downloaded by any other means (collectively, "Authorised Printouts");
(c) The right to download using the commands of the Online Services and store in machine readable form for no more than 90 days, primarily for that Authorised User's exclusive use, a single copy of insubstantial portions of Materials included in any individually searchable file or content source in the Online Services, to the extent the storage of those Materials is not further limited or prohibited by the Supplemental Terms;
(d) Notwithstanding subclause (c), with respect to Materials that are court cases, court rules, court briefs, agency issued documents, agency regulations, or executive branch materials from the United States, its states, local governments, or territories (collectively, "Authorised US Legal Materials"), the right to download using the commands of the Online Services and store in machine-readable form, primarily for that Authorised User's exclusive use, a single copy of insubstantial portions of those Authorised US Legal Materials included in any individually searchable file or content source in the Online Services to the extent the storage of those Authorised US Legal Materials is not further limited or prohibited by the Supplemental Terms. Such storage may continue so long as such Authorised US Legal Materials are needed for purposes contemplated under the Subscription Agreement or until the Subscription Agreement is terminated, whichever occurs first; and
(e) Notwithstanding anything to the contrary herein, you and your Authorised Users may (1) excerpt or quote insubstantial portions of Materials in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law; and (2) store Materials for periods in excess of the periods set forth above to the extent required for legal or regulatory compliance.
For the avoidance of doubt: (1) downloading and storing Materials in a database is prohibited; and (2) any person who is not an Authorised User may not access or use the Online Services or Materials for any purpose whatsoever.
1.2 To the extent permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms, you and the Authorised Users may make copies of Authorised Printouts and distribute Authorised Printouts and copies.
1.3 Except as specifically provided in clauses 1.1 and 1.2, you and the Authorised Users are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using Materials retrieved from the Online Services. You may not email, download, or fax Materials without using the commands of the Online Services. Under no circumstances may you or any Authorised User: (i) offer any part of the Online Services or Materials for commercial resale or redistribution in any medium; (ii) create a derivative work that competes with the business of LN or infringes on the rights of LN or its third party data suppliers; (iii) include Materials in a database; or (iv) exploit the Online Services, Materials, or the goodwill of LN including the trade marks, service marks, logos, or intellectual property of LN or LN's third party data suppliers.
1.4 All right, title, and interest (including all copyrights, trade marks, and other intellectual property rights) in the Online Services and Materials (in both print and machine-readable forms) belong to LN or its third party suppliers of Materials. Neither you nor the Authorised Users acquire any proprietary interest in the Online Services, Materials, or copies thereof.
1.5 You and the Authorised Users may not use the Online Services or Materials in any fashion that infringes the intellectual property rights or proprietary interests of LN or any third party.
1.6 You and the Authorised Users may not remove or obscure the copyright notice or other notices contained in Materials.
1.7 You and the Authorised Users may not use information included in the Online Services or Materials to determine an individual consumer's eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit. This clause applies only to (1) services where the subject is a United States consumer, resident or citizen and (2) services that are offered in the United States.
1.8 Other provisions that govern use of Materials are set forth in the applicable Price Schedule, the Supplemental Terms, online descriptions of files, online notices following source selection, and individual documents retrieved from the Online Services (collectively, the "Additional Terms"), all of which are incorporated by reference into the Subscription Agreement.
2. ACCESS TO SERVICES
2.1 Only your employees, temporary employees, students, partners/members, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Online Services and Materials ("Eligible Persons"). Without limitation, external professional service providers such as advocates and solicitors, accountants, outsourcers, and public relations firms are specifically excluded from being Eligible Persons.
(a) If your access to an Online Service will be authenticated by identification numbers and passwords assigned by LN ("LN IDs"), "Authorised User" means an Eligible Person whom you have identified to LN for purposes of issuing an LN ID. You agree that each LN ID may only be used by the Authorised User to whom LN assigns it and that the LN ID may not be shared with or used by any other person, including other Authorised Users. You will manage your roster of Authorised Users and will promptly notify LN to deactivate an Authorised User's LN ID if the Authorised User is no longer an Eligible Person or you otherwise wish to terminate the Authorised User's access to the Online Service. You are responsible for all use of the Online Service accessed with LN IDs issued to your Authorised Users, including associated charges, whether by Authorised Users or others. You will make reasonable commercial efforts to prevent unauthorised use of LN IDs assigned to your Authorised Users and will promptly notify LN, in writing, if you suspect that such an LN ID is lost, stolen, compromised, or misused.
(b) If your access to an Online Service will be authenticated by IP address, "Authorised User" means an Eligible Person whom you have permitted to access the Online Service via the designated IP addresses. You are responsible for all use of the Online Service accessed via the designated IP addresses, including associated charges, whether by Authorised Users or others. You will make reasonable commercial efforts to prevent unauthorised access to the designated IP addresses and will promptly notify LN, in writing, if you suspect that access security for a designated IP address has been compromised or if a designated IP address is no longer assigned to you.
2.2 Use of the Online Services via mechanical, programmatic, robotic, scripted, or any other automated means is strictly prohibited. Unless otherwise agreed by LN and you in writing, use of the Online Services is permitted only via manually conducted, discrete, individual search and retrieval activities.
2.3 To comply with local privacy, data protection, and other laws, each LN ID is country-specific and may not be used outside the country for which it is issued except for short periods not to exceed 30 continuous days. If LN suspects use of an LN ID outside the country of issue for a period in excess of 30 continuous days, LN may suspend the LN ID or require you to use and pay for an LN ID for the relevant country. On request, LN will issue a geographically compliant LN ID.
2.4 The Online Services, Materials, and feature functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise changed by LN without notice.
3. LIMITED WARRANTY
3.1 LN represents and warrants that it has the right and authority to make the Online Services and Materials available to you and the Authorised Users as authorised expressly by the Subscription Agreement.
3.2 EXCEPT AS OTHERWISE PROVIDED IN CLAUSE 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 OTHER WARRANTIES, EXPRESS AND IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY
4.1 To the fullest extent permissible under applicable law and subject to clause 3.1, a Covered Party (as defined below in clause 4.2) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way, whether by negligence or otherwise and including, without limitation, 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) your or an Authorised User's use of the Online Services or Materials; (d) the loss or corruption of any data or equipment in connection with the Online Services; (e) the content, accuracy, or completeness of Materials, all regardless of whether you received assistance in the use of the Online Services from a Covered Party; or (f) any delay or failure in performance beyond the reasonable control of a Covered Party.
4.2 "Covered Party" means (a) LN and any officer, director, employee, subcontractor, agent, successor, or assign of LN; and (b) each third party supplier of Materials, their related corporations, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or any of their related corporations.
4.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS OR THE SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE 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.
4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SOLICITORS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS, OR THE FAILURE OF YOU OR ANY COVERED PARTY (AS THE CASE MAY BE) TO PERFORM ITS RESPECTIVE OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO YOUR (AND YOUR AUTHORISED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO LN OR ITS THIRD PARTY SUPPLIERS.
4.5 Notwithstanding anything to the contrary in this clause 4:
(a) If there is a breach of the warranty in clause 3.1 above, then LN, at its option and expense, shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party's claim of patent, trade mark, service mark, copyright or trade secret infringement related to use of the Online Services or Materials, asserted against you by such third party, provided: (i) all use of the Online Services and Materials was in accordance with the Subscription Agreement; (ii) the claim, cause of action, or infringement was not caused by you modifying or combining the Online Services or Materials with or into other products or applications not approved by LN; (iii) you give LN prompt notice of any such claim; and (iv) you give LN the right to control and direct the investigation, defence, and settlement of each such claim. You, at LN's expense, shall reasonably cooperate with LN in connection with the foregoing;
(b) In addition to clause 4.5(a) above, if the Online Services or the operation thereof become, or in the opinion of LN are likely to become, the subject of a claim of infringement, LN may, at its option and expense, either: (i) procure for you the right to continue using the Online Services; (ii) replace or modify the Online Services so that they become non-infringing; or (iii) terminate the Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed charges.
(c) The provisions of clauses 4.5(a) and 4.5(b) above constitute your sole and exclusive remedy for the respective matters specified therein.
For purposes of this clause 4.5, "trade secret" means any information (including proprietary information) of LN and/or its third party suppliers including without limitation technical data, research, formula, practice, process, design, instrument, pattern, or compilation of information which is not generally known or made available to the public or not reasonably ascertainable by the public, of which you or the Authorised Users may have access pursuant to the Subscription Agreement.
5.1 This Agreement is for the minimum period specified in 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 annual Term in the final year of the agreement 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 Term's. 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.
5.2 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 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.
5.3 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. You agree to send copies of legal notices to LN to LexisNexis, Attn: Legal Director, 3 Killiney Road #08-08, Winsland House I, Singapore 239519.
5.4 The failure of you, LN, 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.
5.5 Neither you nor any Authorised User may assign your rights or delegate your duties under the Subscription Agreement to access and use the Online Services and Materials without the prior written consent of LN, which consent shall not be unreasonably withheld.
5.6 To comply with regulatory, data security, privacy, and license restrictions, LN may, on 10 days advance notice, perform an audit at your locations to determine if you are complying with the Subscription Agreement. You agree to promptly produce all records and documentation reasonably requested in connection with such audit.
5.7 The Subscription Agreement shall be governed by and construed in accordance with the laws of Malaysia regardless of the law that might otherwise apply under applicable principles of conflicts of law. The parties agree to submit to the exclusive jurisdiction of the Malaysian courts in connection with any dispute arising out of or in connection with the Subscription Agreement.
5.8 The Subscription Agreement will be enforced to the fullest extent permitted by applicable law. If any provision thereof is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed, and reformed to the extent reasonably required to render it valid, enforceable, and consistent with its original intent; and (b) such invalidity or unenforceability will not affect any other provision of the Subscription Agreement.
5.9 Where applicable, each third party supplier of Materials and any related corporation of LN shall have the right to assert and enforce the provisions of the Subscription Agreement directly on its own behalf. Except as stated in the previous sentence, any person who is not a party to the Subscription Agreement shall have no right to enforce any provision of the Subscription Agreement.
5.10 LN's ability to provide information to its customers is regulated by a variety of privacy, data protection, and other laws in various jurisdictions. As a result, you acknowledge and agree that LN may perform a due diligence review of its customers and that the due diligence review may be heightened if you desire access to sensitive information. You agree to reasonably cooperate with LN to provide all information reasonably necessary for LN to comply with applicable laws. Additionally, you agree that if you fail to cooperate with LN's due diligence review, LN may decline to provide you with access to the Online Services or to certain types of information.
5.11 You acknowledge LN will provide and export personal data about you and your employees 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 Subscriber, (b) provide Subscriber support, billing and other similar activities related to the Online Services and (c) for the purposes of LN's internal systems maintenance, support and proper record keeping. Any data so exported will be in accordance with the applicable laws for data exporting. You warrant that you have the consent of the data subject to provide any and all necessary personal data for the purposes of this Agreement and that such consent extends to the exportation as aforementioned.
5.12 The Subscription Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals, or quotations on that subject matter.
LexisNexis, a division of RELX Inc.