Lexis for Lawyers in Asia 2

Home

General Terms and Conditions

For Use of LexisNexis Online Services via the Lexis® for Lawyers in Asia 2 App/Website

Effective 1 April 2011

These General Terms & Conditions govern use of the online services (the “Online Services”) and materials available therein (“Materials”) provided by LexisNexis and its affiliated companies (collectively “LN”) via the Lexis® for Lawyers in Asia 2 App/Website.  The terms “you” and “your” in uppercase, lowercase, or mixed case shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) or government agency entering into a Subscription Agreement with LN.  The “Subscription Agreement” shall consist of these General Terms & Conditions and the standard, transactional rates, if any, applicable to you (the “Price Schedule”).

1.  GRANT OF RIGHTS; RESTRICTIONS ON USE

1.1 You and your Authorised Users (defined in clause 2.1) are granted nonexclusive, non-transferable, 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 for the Authorised User’s individual use (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 mode 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)  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 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 Legal Materials included in any individually searchable file or content source in the Online Services to the extent the storage of those Authorised Legal Materials is not further limited or prohibited by the Supplemental Terms.  That storage may continue so long as those Authorised Legal Materials are needed for purposes contemplated under the Subscription Agreement;

(d) With respect to all Materials other than Authorised Legal Materials, 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 those 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;

(e)  Notwithstanding anything to the contrary herein, the right to (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; (2) distribute Authorised Printouts to persons who are not Authorised Users (including by emailing through the functionality of the Online Services) on an occasional, infrequent basis as permitted by applicable copyright law; and (3) store Materials for periods in excess of the periods set forth above to the extent required for legal or regulatory compliance provided all other Materials are purged promptly upon the expiration of the Subscription Agreement; and

(f)  For the avoidance of doubt, downloading and storing Materials in an archival database is prohibited.  The Online Services and the Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorised access and use.  Persons who are not Authorised Users are not permitted to access or use the Online Services for any purpose whatsoever.  If a person nevertheless accesses and uses the Online Services or Materials without authorisation, their access and use will be governed by these General Terms & Conditions and they will be liable to LN for any breach of the General Terms & Conditions as well as for unauthorised access and payment for use at the rates in the Price Schedule.

1.2  To the extent permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms, you and your 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 your 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 exploit the goodwill of LN, including its trademarks, service marks, or logos without the express written consent of LN.  Additionally, under no circumstances may you or any Authorised User offer any part of the Online Services or Materials for commercial resale or commercial redistribution in any medium or use the Online Services or the Materials to compete with the business of LN.

1.4  All right, title, and interest (including all copyrights, trademarks, and other intellectual property rights) in the Online Services and Materials in any medium belong to LN or its third party suppliers of Materials.  Neither you nor your Authorised Users acquire any proprietary interest in the Online Services, Materials, or copies thereof, except the limited rights granted herein.

1.5  Neither you nor your Authorised Users may use the Online Services or Materials in any fashion that infringes the intellectual property rights or proprietary interests of LN or any third party.  Your use of the Online Services and Materials must comply with all applicable laws, rules, and regulations.

1.6  Neither you nor your Authorised Users may remove or obscure the copyright notice or other notices contained in Materials.

1.7  Neither you nor your Authorised Users may 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.  The term “consumer” is defined in the United States Fair Credit Reporting Act at 15 USC § 1681.

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 attorneys, 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 your Authorised User’s access to the Online Services.  You are responsible for all use of the Online Services accessed with LN IDs issued to the 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 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 you and LN 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.

2.5  Subject to clause 2.4, the Online Services may contain a feature that will allow your Authorised Users to create work folders or work spaces (“Folders”) from within research sessions that are associated solely with their respective LN IDs.  The Folders are designed to allow your Authorised Users to save copies of Materials made available by LN, as well as links to materials made available on the Internet or other documents that you or your Authorised Users own or otherwise have the right to upload to Folders.  Folders may include functionality that will allow your Authorised Users to aggregate and display materials made available on the Internet by LN and third parties through RSS feeds or other technology.  Applicable charges for the Folders are listed in the Price Schedule.  LN represents and warrants that:  (a) the Folders will be under the exclusive control of your Authorised Users; and (b) LN will not access or otherwise review the content of Folders without your authorisation.  Notwithstanding the foregoing, LN may access or disclose the content of Folders to the extent necessary to facilitate features and functions of the Online 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 the Authorised Users have the right and authority to upload any and all content to the Folders that is not provided by LN.  Authorised Users are prohibited from uploading content to the Folders that is defamatory, libellous, pornographic, or obscene, unless such content is reasonably related to their professional responsibilities.  In addition, Authorised Users are strictly prohibited from uploading content to the Folders that is unlawful or that is considered protected health information under the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA) or Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH).  You agree to indemnify, defend, and hold LN harmless for any and all claims, damages, costs, fines, and expenses that LN may incur as a result of your or your Authorised Users’ use of the Folders or any content uploaded to the Folders, excluding LN Materials.  Authorised Users are solely responsible for securing or saving the content of their respective Folders before the expiration or termination of the Subscription Agreement, if desired.  LN has no obligation to provide the content of Folders to you or your Authorised Users after the termination of the Subscription Agreement.  All LN Materials contained in Folders remain subject to the storage limitations and other license terms and restrictions set forth in the Subscription Agreement.

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 your 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 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; (f) any delay or failure in performance beyond the reasonable control of a Covered Party; or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services.

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, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or third party alliance entity or any of their affiliates.

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, ATTORNEYS’ 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 A PARTY’S INDEMNITY OBLIGATIONS OR 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, 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, trademark, 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), 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) shall constitute your sole and exclusive remedy for the respective matters specified therein.

5.  MISCELLANEOUS

5.1  These General Terms & Conditions, 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 Price Schedule; all other provisions may be changed by LN on 15 days written notice to you. Any changes made to these General Terms & Conditions or the Additional Terms will: (a) only be applied prospectively; and (b) not be specifically directed against you or your Authorised Users but will apply to all similarly situated LN customers using the Online Services.  You may terminate the Subscription Agreement on written notice to LN if any change to these General Terms & Conditions is unacceptable to you.  For termination to be effective under this clause 5.1, written notice of termination must be provided to LN within 90 days of the effective date of the change.  Continued use of the Online Services following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right.  Except as provided above, the Subscription Agreement may not be supplemented, modified, or otherwise revised unless signed by duly authorised representatives of both parties.  Furthermore, the Subscription Agreement may not be supplemented, modified, or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature-like font.  The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorised representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated, nor does it prohibit LN’s acceptance of the Subscription Agreement or an amendment to the Subscription Agreement by performance or other method, if the method of LN’s acceptance is stated in a document prepared by LN.

5.2  LN may temporarily suspend or discontinue providing access to the Online Services to any or all Authorised Users in breach of the Subscription Agreement without notice and LN may pursue any other legal remedies available to it.

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.  Legal notices to LN should be sent 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 without the prior written consent of LN, which consent shall not be unreasonably withheld.  The Subscription Agreement and any amendment thereto shall be binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns.

5.6 LN’s ability to provide Materials is regulated by a variety of privacy, data protection, and other laws in a variety of jurisdictions (“Data Laws”) and by the licenses under which it obtains Materials (“Licences”). You acknowledge that LN will perform a due diligence review of your account upon registration and that the due diligence review will be heightened if you desire to access sensitive, non-public Materials about individuals.  You also acknowledge that LN will perform periodic reviews of your and your Authorised Users’ use of Materials subject to Data Laws or Licences (“Regulated Data”) in order to comply with Data Laws and Licences, and that the review may include asking you or your Authorised Users to verify that use of Regulated Data was for a permissible purpose.  You and your Authorised Users will cooperate with LN in any such due diligence or regulatory review and will promptly produce all relevant records and documentation reasonably requested by LN.  All reviews will be at LN’s expense.  If there is any failure to cooperate with LN, or if any review reveals the lack of a permissible purpose to access Regulated Data, LN may deny access to the Online Services or to Regulated Data. LN will be under no obligation to reduce the fees payable by you to the extent that it is unable to provide Regulated Data to you based solely on your non-cooperation.

5.7  If you, any of your Authorised Users, or any person you or your Authorised Users permits to use the Online Services or who gains access through an Authorised User’s failure to properly secure his or her LN ID or computer (a “User”) should access or use Regulated Data in an unauthorised manner (a “Security Event”), then the following provisions will apply: (a) if required by applicable law, you will notify the individuals whose information has potentially been accessed or used that a Security Event has occurred; (b) you will notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required by law; (c) the notification will not reference LN or the product through which the Regulated Data was provided, nor will LN be otherwise identified or referenced in connection with the Security Event, without the express written consent of LN; (d) you will be solely liable for all claims that may arise from a Security Event caused by you, your Authorised Users, or a User, and you will indemnify LN for any third party claims directed against LN that arise from the Security Event; and (e) all notifications and indemnity claims related to the Security Event will be solely at your expense.

5.8  Personal data with respect to individual users of the Online Services will be exported to the United States and other countries for purposes of providing access to, use of, and support for the services.

5.9  The Subscription Agreement shall be governed by and construed in accordance with the laws of Singapore regardless of the law that might otherwise apply under applicable principles of conflicts of law. The parties agree to submit to the jurisdiction of the Singapore courts in connection with any dispute arising out of or in connection with the Subscription Agreement.

5.10  The Subscription Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of the Subscription Agreement 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.

5.11  Where applicable, each affiliated company of LN and each third party supplier of Materials has the right to assert and enforce the provisions of the Subscription Agreement directly on its own behalf as a third party beneficiary. Except as stated in the previous sentence, any person who is not a party to the Subscription Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B), to enforce any provision of the Subscription Agreement.

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.

 

Supplemental Terms

 

The General Terms & Conditions for the following countries can be found on the hyperlinks set out below :

India: https://www.lexisnexis.com/in/legal/auth/displayterms.do?content=GENERAL

Malaysia: http://www.lexisnexis.com/my/legal/auth/displayterms.do?content=GENERAL

Hong Kong: https://www.lexisnexis.com/hk/lexis_hk_support/terms_condition.asp

Philippines: http://www.lexisnexis.com/terms/general.aspx

Brunei: http://www.lexisnexis.com/terms/general.aspx