LexisNexis, a division of RELX Inc., ("Company") owns this software. This Software Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and Company for the software that accompanies this Agreement, which includes associated media and internet-based services, if any ("Product").
Capitalized terms are defined in the last section of this Agreement.
1. SOFTWARE USE GRANT
Company permits you to use the Product only in accordance with the terms of this Agreement and the number of Authorized Users, defined herein, referenced in a corresponding order form; the terms, if any, of which are incorporated by reference. Subject to your payment of the Software Fees and your compliance with the other terms of this Agreement, Company grants to you a limited, personal, perpetual, non-exclusive, nontransferable and non-assignable (except as this Agreement otherwise provides) right to use the Product and Documentation as set forth in this Agreement.
Subject to the restrictions set forth below, you may (a) install the number of authorized copies of Product in executable form for your internal operations; (b) use the Documentation for your internal operations; (c) make a single backup copy of the Product, provided the backup copy is not used for production purposes; and (d) permit your employees, agents, representatives, contractors or customers to access and use the Product locally or remotely in accordance with this Agreement.
Copyright notices and any other proprietary legends on the original copy of the Product must be reproduced on any copies of the Product. You may not transfer the rights to a backup copy unless you transfer all rights in the Product.
2. USE RESTRICTIONS
2.1 By accepting the rights granted by Company, you agree that you will not, without the prior written consent of Company (a) sell, license, sublicense, distribute, lease or otherwise transfer or allow the transfer of the Product, or any backup copy, to third parties; (b) use the Product in any manner inconsistent with the rights granted above, including but not limited to use of the Product in a service bureau, renting, leasing, lending or using the Product to provide commercial hosting services, or using more than the number of authorized copies of the Product or permit access to the Product by more than the number of Authorized Users; (c) modify or create derivative works of the Product or Documentation or separate the Product's component parts for use on more than one device; or (d) unless specifically permitted under applicable law without the possibility of contractual waiver, attempt to decompile, disassemble or reverse engineer the Product, or otherwise attempt to (i) derive source code or underlying ideas, algorithms, structure or organization from the Product or (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Product, including without limitation any such mechanism used to restrict or control the functionality of the Product.
2.2 Any permitted transfer of the Product must include the Product and Documentation, any backup copies, any Updates or Upgrades, if applicable, and a copy of this Agreement. Written notice of the transfer must be sent by you to Company within 15 business days of the transfer, specifying the new grantee.
2.3 THERE MAY BE TECHNOLOGICAL MEASURES IN THE PRODUCT THAT ARE DESIGNED TO PREVENT UNAUTHORIZED USE OF THE PRODUCT INCLUDING BUT NOT LIMITED TO A TIME-OUT ROUTINE THAT MAY RENDER THE PRODUCT "READ ONLY." You understand that you may need to activate or reactivate the Product from time to time to continue use of the Product.
2.4 Internet-Based Services. If the Product accesses a Company internet-based service associated with the Product, you agree that you will not use the Product in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of them.
If any authority imposes a duty, tax, levy or fee, excluding those based on Company's net income, upon the Product, then you agree to pay the amount specified. You are responsible for any personal property taxes for the Product from the date it was acquired.
4. TERMINATION OF AGREEMENT
If either party materially breaches any provision of this Agreement, the other party may terminate this Agreement on 30 days written notice, provided, however that the party in breach will have 30 days from receipt of notice of termination to correct the breach. On termination of this Agreement, you, at your option, will either (1) destroy all copies of the Product, including any backup copies and the originals and any copies of the Documentation and certify such destruction in writing to Company, or (2) return them to Company. This obligation shall survive the termination of this Agreement.
5. COPYRIGHT AND PROPRIETARY INFORMATION
Company and its suppliers reserve all rights with respect to the Product, Documentation and any copies under all applicable national and international laws and treaties for the protection of Intellectual Property Rights, including, but not limited to, trade secrets, copyrights, trademarks and patents. Any rights not expressly granted to you in this Agreement are retained by Company and its suppliers.
Except as otherwise provided in this Agreement, you shall not cause or permit unauthorized copying, reproduction or disclosure of any portion of the Product or Documentation, or the delivery or distribution of any part thereof to any third party, for any purpose, without the prior written permission of Company. This restriction shall continue beyond the termination of this Agreement.
You will not ship, transfer or export the Product or Documentation to any country, nor will you use the Product in any manner prohibited by the United States Export Administration Act or any other export laws national or international, restrictions or regulations that apply to the Product. You agree to indemnify and hold Company harmless for any violation of this provision.
7. U.S. GOVERNMENT RIGHTS
The Product and Documentation are "Commercial Items" as that term is defined at 48 CFR 2.101 consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. The Product and Documentation are granted to U.S. Government end users (a) only as Commercial Items and (b) only with those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.
8. LIMITED WARRANTY
8.1 Company warrants that it has sufficient rights to grant the rights in the Product pursuant to this Agreement; Company further warrants that the Product will operate substantially in accordance with its written specifications. No warranty is made that the Product will run uninterrupted or error-free. The warranty period for the Product and Documentation is 90 days from delivery ("Warranty Period").
8.2 Company's and its suppliers' entire liability and your exclusive remedy for any breach of this limited warranty or for any other breach of this Agreement or for any other liability relating to the Product shall be, at Company's option from time to time exercised subject to applicable law, (a) repair, or (b) replacement, or (c) return with proof of purchase and refund of the applicable Software Fees, of a Product that does not meet this limited warranty. You will receive the remedy elected by Company without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Product to Company). This limited warranty is void if failure of the Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Product will be warranted for the remainder of the original warranty period or 30 days, whichever is longer, and Company will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Company's warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by Company are available without proof of purchase from an authorized international source.
8.3 THE PRECEDING WARRANTIES ARE THE ONLY WARRANTIES RELATED TO THE PRODUCT, DOCUMENTATION AND SUPPORT SERVICES AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
8.4 If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (90 DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. This limited warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction.
8.5 Company is acting on behalf of its suppliers for the purpose of disclaiming, excluding, and/or limiting obligations, warranties, and liability as provided in this Agreement, but in no other respects and for no other purpose.
9. LIMITATION OF LIABILITIES
IN NO EVENT WILL COMPANY, ITS PRODUCT DEVELOPERS OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOSS OF OR DAMAGE TO DATA, PROFITS OR BUSINESS INTERRUPTION LOSSES, SUSTAINED OR ARISING FROM OR RELATED TO THE PRODUCT, DOCUMENTATION OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL AT ALL TIMES AND IN THE AGGREGATE AMOUNT BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY UNDER THIS AGREEMENT.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
10.1 Governing Law. Any action, suit, or proceeding arising under or in connection with the Product, Technical Support Services or this Agreement must be commenced within one year after the claim or cause of action arises. This Agreement shall be governed in all respects by the laws of the State of New York, without regard to conflicts of law. If you acquired this Product in Canada, unless expressly prohibited by local law, this Agreement is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder; you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you acquired this Product in any other country, then local law may apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
10.2 Severability. If any term of this Agreement is held invalid or unenforceable for any reason, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.
10.3 Waiver. None of the requirements of this Agreement shall be considered as waived by either party unless the same is done in writing, and then only by persons executing this Agreement or other duly authorized agents or representatives. The waiver by either party of a breach or a violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach or violation.
10.4 Assignment. Neither party may assign (voluntarily, by operation of law, or otherwise) this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, Company may assign this Agreement to any Affiliate or successor on notice to you. As a condition to assignment, your assignee must agree to assume and be bound by all terms and conditions of this Agreement.
10.5 Compliance with Rights Granted. You agree that, upon request from Company or Company's authorized representative, you will within 30 days fully document and certify any and all use of the Product at the time of the request is in conformity with your valid and authorized rights granted from Company.
10.6 Entire Agreement. This Agreement is the entire agreement between you and Company relating to the Product and the Support Services (if any) and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this Agreement.
10.8 Compliance with Rights Granted. You are neither identified on, nor shall you provide access to the Product to any individuals or entities identified on, (a) OFAC’s list of Specially Designated Nationals (“SDN List”), (b) the UK’s HM Treasury’s Consolidated List of Sanctions Targets, (c) the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, (d) any other applicable sanctions lists, or (e) any person 50 percent or more owned, directly or indirectly, individually or in the aggregate by a person(s) identified in (a) through (d).”
- "Affiliate" means a corporation, partnership, or other legal entity that controls, is controlled by, or is under common control with that party, either directly or through another Affiliate, but only while that control relationship exists; "control" of an entity means the power to direct the management and policies of that entity through a controlling vote on the board of directors or similar governing body of that entity or the ownership of interests entitled to more than 50% of the votes of that entity.
- "CPU" means a single computer, a central processing unit or logical partition (if a computer or server has more than one processor or logical partition).
- "Documentation" means written guides in any form or media describing the use and operation of Product, together with any related supporting documentation.
- "Intellectual Property Rights" extensions, continuations and continuations-in-part), copyrights (including but not limited to rights in audiovisual works and moral rights), trade secrets, trademarks, service marks, trade names and all other intellectual property rights and proprietary rights, whether arising under the laws of the United States or any other country, state or jurisdiction.
- "Product" means the proprietary computer software program identified above. "Product" is the following, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related software materials, and 5) software use documents or keys, and documentation.
- "Update" means a change to the Product made available by Company to correct design faults, discrepancies or defects ("bugs") in the Product. Updates are generally designated by a change in the number appearing to the right of the initial decimal point in the Product's version number (i.e., 1.1 vs. 1.0).
- "Upgrade" "Upgrade" means an improvement in the Product that generally includes enhancements and new functionality, and is generally designated by a change in the number appearing to the left of the initial decimal point in the Product's version number (i.e., 2.0 vs. 1.0).
- "You" "You" includes your divisions and departments within your organization and your Affiliates, but does not include clients, co-counsel, independent third parties or non-Affiliates. You agree that you shall be responsible for any use of the Product by your Affiliates.
Last Updated March 27, 2020