Terms & Conditions
of use for the LexisNexis Services
NOTICE: THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF THE LEXISNEXIS SERVICES IF YOU ARE AN AUTHORIZED USER IN AN ORGANIZATION THAT HAS ACCEPTED THESE TERMS IN WRITING. OTHERWISE, YOUR USE OF THE SERVICES IS SUBJECT TO THE TERMS AND CONDITIONS EXECUTED BETWEEN YOUR ORGANIZATION AND LEXISNEXIS.
November 1, 2021
The terms and conditions listed below (the “General Terms”) govern use of the online services (the “Online Services”), materials available therein (“Materials”), Goods and Digital Services (as defined in the Terms of Trade) provided by LexisNexis, a division of RELX (Greater China) Limited and its affiliated companies (collectively “LN”). The terms “you” and “your” in uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) or government agency entering into a Subscription Agreement with LN and the term “we” in uppercase or lowercase shall mean LN or LexisNexis.
1. GRANT OF RIGHTS; RESTRICTIONS ON USE
1.1 You and your Authorised Users (defined below in Clause 2.1) are granted a non-exclusive, non-transferable, limited right to access and use for research purposes the Online Services and Materials made available to you. The rights granted to you and 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 at Supplemental Terms.
(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. The storage may continue so long as the Authorised Legal Materials are needed for purposes contemplated under this 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) With respect to all 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:
(f) 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 this Subscription Agreement; and
(g) 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. Non-Authorised User is not permitted to access or use the Online Services for any purpose whatsoever. If a non-authorised user have access and use the Online Services or Materials without authorisation through the access granted upon the Agreement, its access and use will be governed by these General Terms and the Subscriber will be liable to LN for any breach of the General Terms as well as for unauthorised access and payment for use at the rates in the applicable 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 belongs to LN or its third-party suppliers of Materials. RELX Group and the RE symbol are trademarks of RELX Group plc, used under license. 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, privacy 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 the 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 this 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 (“Authorised User”). Without limitation, external professional service providers such as attorneys, accountants, outsourcers and public relations firms are specifically excluded from being Authorised Users.
(a) If your access to an Online Service will be authenticated by identification numbers and passwords assigned by LN (“User ID”). You agree that each User ID may only be used by the Authorised User to whom LN assigns it and that the User 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 User ID if the Authorised User is no longer authorised by you or you otherwise wish to terminate the Authorised User's access to the Online Services. You are responsible for all use of the Online Services accessed with User ID(s) issued to your Authorised Users, including associated charges, whether by Authorised Users or others. You will use reasonable commercial efforts to prevent unauthorised use of User ID(s) assigned to your Authorised Users and will promptly notify LN, in writing, if you suspect that a User ID is lost, stolen, compromised, or misused.
(b) You are neither identified on, nor shall you provide access to the Online Services 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).
2.2 Use of the Online Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by 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 User 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 a User ID outside the country of issue for a period in excess of 30 continuous days, LN may suspend the User ID or require you to use and pay for a User ID for the relevant country. On request, LN will issue a geographically compliant User 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 above, the Online Services may contain a feature that will allow your Authorised Users to create work folders or work spaces (“Folder”) from within research sessions that are associated solely with their respective User ID. 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. 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 authorization. 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, libelous, pornographic or obscene, unless such content is reasonably related to 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 Health Accountability and Portability Protection Act of 1996 (HIPAA) or the 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 you 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 this Subscription Agreement, if desired. LN has no obligation to provide the content of Folders to you or your Authorised Users after the termination of this Subscription Agreement. All LN Materials contained in Folders remain subject to the storage limitations and other license terms and restrictions set forth in this 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 this Subscription Agreement.
3.2 SUBJECT TO CLAUSE 3.1 AND TO THE MAXIMUM EXTEND PERMITTED BY LAW, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND, UNLESS EXPRESSLY STATED TO THE CONTRARY IN THIS SUBSCRIPTION AGREEMENT, WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, BY STATUTE, TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION THAT THE ONLINE SERVICES AND MATERIALS ARE OR WILL BE COMPLETE OR FREE FROM ERRORS OR THAT INFORMATION WILL CONTINUE TO BE AVAILABLE TO US TO ENABLE US TO KEEP THE ONLINE SERVICES AND MATERIALS UP-TO-DATE.
4. LIMITATION OF LIABILITY
4.1 A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Services or any Materials available or not included therein, (b) the unavailability or interruption of the Online Service 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 Service 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 THIS 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 ANY COVERED PARTY TO PERFORM ITS 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.
4.54.5 Notwithstanding anything to the contrary in this Clause 4:
(a) Our liability to you for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this Subscription Agreement shall, to the extent permitted by law, be limited to our option either (i) procure for you the right to continue using the Online Services or ,(ii) replace or modify the Online Services, or (iii) terminate this 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.
(b) Our liability to you for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that you caused or contributed to that loss or damage.
(c) The provisions of Clauses 4.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein.
4.6 (a) Subscriber is responsible for the appropriate use and adaptation of LN Materials for its own use and in the provision of advice and services to your clients, if any.
(b) Subscriber recognizes and accepts that (i) the Materials are provided for reference purposes only and are not intended, nor should they be used, as a substitute for professional advice or judgment or to provide legal advice with respect to particular circumstances. LN does not undertake any obligation to consider whether the information provided to or by us for the purpose of our Materials (including answering a query) is either sufficient, up to date or appropriate for any particular or actual circumstances. While reasonable efforts are made to keep the Materials up to date, you should obtain independent verification or advice before relying upon any piece of information in circumstances where loss or damage may result; and (ii) LN does not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a practicing lawyer. Nothing in the Online Services, or the Materials or in the Subscription Agreement nor any receipt or use of the Online Services, shall be construed or relied on as advertising or soliciting to provide any legal services, creating any lawyer-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of LN.
4.7 Any User IDs issued by us to an Authorised User is personal and confidential to that Authorised User. If we suspect that any password/ User ID is being used by an unauthorised user or a different Authorised User to the person to whom it was issued, that password/User ID may be cancelled and you may be liable for additional charges, in accordance with our then current price list or catalogue for the applicable Services, in respect of any such unauthorised use.
5. PERSONAL DATA PROTECTION
5.1 “Data protection laws” means all applicable privacy and data protection laws, regulations, orders, and other legal requirements. The terms “personal data” and “processing” will have the meanings ascribed to them in the data protection laws, and where the data protection laws use equivalent or corresponding terms, such as ‘personal information’ instead of ‘personal data”, they will be read as the same.
5.2 You are responsible for ensuring the legality of the personal data that you or Authorized Users provide to LN for processing. If and to the extent that you or Authorized Users provide personal data to LN for account registration or otherwise, the parties acknowledge that such information will be processed by LN in accordance with the data protection laws and the LexisNexis privacy policy applicable to the Online Services at https://www.lexisnexis.com/global/privacy/privacy-policy.page except where LN is processing such information on your behalf, the terms of the LexisNexis Data Processing Addendum at https://www.lexisnexis.com/global/privacy/processing-terms.page will apply.
5.35.3 If and to the extent that you transfer personal data to LN in a territory outside the originating territory, the LexisNexis Data Transfer Terms at https://www.lexisnexis.com/global/privacy/transfer-terms.page will apply as necessary in respect of such transfer.
6. MISCELLANEOUS
6.1 This Subscription Agreement is for the Initial Period from the Effective Date which is stated in the Order Form (the "Term") and any Renewal Period (as defined below). In the event that no notice of termination in writing has been received by us at least 90 days before expiry of the Term or any Renewal Period, this Subscription Agreement shall continue for further periods of one year, commencing immediately after the Term (each a "Renewal Period") and so on for subsequent Renewal Periods. In such circumstance, the total fee to be paid by you for each Renewal Period will be an amount equal to the annual price paid in the final year of the Term (or last Renewal Period as the case may be) plus an additional amount (up to a maximum of 8%) as we shall determine in our discretion or a pre-determined annual adjustment as specified in your Order Form. LN may discuss alternative terms with you in such circumstances, but any such discussions shall be strictly without prejudice to the provisions of this Clause 6.1 and unenforceable unless agreed in writing and signed by both parties.
6.2 Charges and payment terms may be changed in accordance with your applicable price schedule and Clause 6.1; all other provisions of this Subscription Agreement may be changed by us immediately upon notice. Your subscription for access to the Online Services may be terminated by you upon written notice to us if any such change is unacceptable to you, excluding changes to charges that are in accordance with Clause 6.1. For termination to be effective under this clause, we must receive your notice of termination within 30 days of the date of our notice to you. Continued use of the Online Services following any change constitutes acceptance of the change.
6.3 LN may terminate this Subscription Agreement (in whole or in part) by giving at least 60 days' notice. Our only obligation in this event shall be the pro rata refund of any charges paid in advance for the remaining Term (or Renewal Period, as applicable). On termination of this Subscription Agreement, any license granted under this Subscription Agreement other than any perpetual license granted hereunder, terminates (including the license in Clause 1.1).
6.4 We may suspend or discontinue providing the Online Services to you without notice and pursue any other remedy legally available to us (including enforcing payment of charges) if you fail to comply with any of your obligations in this Subscription Agreement (including payment obligations) and will seek our legal costs and other expenses incurred from you.
6.5 We may terminate this Subscription Agreement with immediate effect if you are in material breach of this Subscription Agreement or if a resolution for winding up is passed by you, or a court order is made for your winding up or a petition is presented for your winding up, an encumbrancer takes possession or a receiver is appointed over any of your property or assets, if you make any voluntary arrangement with your creditors or become subject to an administration order, go into liquidation or anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to you or if you cease, or threaten to cease, to carry on business in which case (and without prejudice to any other rights we may have) you will not be entitled to any refund of any charges paid in advance and any charges due shall become payable immediately.
6.6 Neither party will disclose to any third party details of this Subscription Agreement or any of the negotiations undertaken in relation to this Subscription Agreement, including any pricing or discounting terms, without the prior written consent of the other.
6.7 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: Head of Legal Asia, 11/F Oxford House, Taikoo Place 979 King's Road, Quarry, Hong Kong.
6.8 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.
6.9 Neither you nor any Authorised User may assign your rights or delegate your duties under this Subscription Agreement without the prior written consent of LN, which consent shall not be unreasonably withheld. This Subscription Agreement and any amendment thereto shall be binding on and will inure to the benefit of the parties and their respective successors and permitted assigns.
6.10 This Subscription Agreement shall be governed by and interpreted according to the laws of Hong Kong regardless of the law that might apply under applicable principles of conflicts of law.
6.11 Except as expressly provided herein, nothing in this Subscription Agreement shall create any rights for or enforceable by any third party and the application of the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) is hereby specifically excluded.
6.12 Where applicable, each affiliated company of LN and each third-party supplier of Materials has the right to assert and enforce the provisions of this Subscription Agreement directly on its own behalf as a third party beneficiary.
The following additional terms only apply to Subscriber’s use of specific services:
For Subscribers subscribing to Practical Guidance: in addition to other rights granted under these General Terms, you may copy, revise, customise and use the forms, precedents and checklists in the Materials for the purposes of any matter on which you are advising; and make available to clients, potential clients and others copies of such Materials on a reasonable, non-systematic basis that is not commercially prejudicial to us, subject to crediting third parties where such material is attributed to them.
Terms of Trade
for LexisRed/Print
The following terms and conditions together with the General Terms, to the extend such terms and conditions apply to you, govern your use of the goods (“Goods”), digital services and eBooks (such as LexisNexis Red) supplied by LexisNexis (“Digital Services”).
GENERAL
1. Where there is a separate written agreement concerning Goods and Digital Services, which has been signed by an authorised LexisNexis representative, the terms of that agreement will, to the extend there is any conflict between that agreement and these Terms of Trade, prevail over these Terms of Trade.
2. Subject to the warranties contained in the General Terms, you acknowledge that Goods and Digital Services supplied may differ in non¬material respects from those advertised in our catalogue or other promotional material.
3. If you have not previously submitted an order to us, you must also complete and submit with an order a Customer Account Application Form (“Application”). Acceptance of an order is subject to approval of the Application by our head office.
4.
5. Only your employees, students, support personnel and barristers within your chamber (as relevant) authorised by both us and you shall be entitled to access and use the Digital Services (“Authorised User”).
PRICE
6. Subject to Clauses 7 to 9 below the price payable for Goods and Digital Services shall be the total price specified in our current price list or catalogue, less any discounts agreed in advance in writing by us and plus the applicable cost of packaging, postage and delivery (“Delivery Charges”). Prices and Delivery Charges are subject to change without notice.
7. Existing discounts agreed by us as at the date of this Subscription Agreement shall continue to have effect for the Initial Period (but will not necessarily apply to any renewal). Any promotional offer that LexisNexis makes is exclusive of and cannot be used with any other offer, promotion or discount.
8. Any discount offered by LexisNexis is at our discretion and subject to any conditions that LexisNexis may elect to impose. For example, discretionary discounts offered on hard copy products are only valid if you have a contemporaneous subscription to the online or digital format of that product. Therefore, if you cancel subscription to one format, then the costs of the other format will revert to the list price as at the anniversary date of the Term.
9. The price payable for updating material for printed encyclopedic and loose-leaf publications, where these are not covered by the terms of a written agreement executed by the parties, shall be the price advised by us at the time of publication.
TERM, AUTO-RENEWAL & TERMINATION
10. This Subscription Agreement is for the Initial Period from the Effective date specified in the Order (“Term”) and any Renewal Term (as defined below). For Goods and Digital Services offered as subscriptions, in the event that no notice of termination in writing has been received by us at least 90 days before expiry of the Term or any Renewal Term, this Subscription Agreement shall continue for further periods of one year, commencing immediately after the Term (each a "Renewal Term") and so on for subsequent Renewal Terms. In such circumstance, the total fee to be paid by you for each Renewal Term will be an amount equal to the annual price paid in the final year of the Term (or last Renewal Term as the case may be) plus an additional amount (up to a maximum of 8%) as we shall determine in our discretion or a pre-determined annual adjustment as specified in your Order. LN may discuss alternative terms with you in such circumstances, but any such discussions shall be strictly without prejudice to the provisions of this clause 9 and unenforceable unless agreed in writing and signed by both parties. Notwithstanding the foregoing, provisions concerning auto-renewal do not apply to Goods and Digital Services offered as one-time sales/license.
11. We may suspend or discontinue providing the Goods and Digital Services to you without notice and pursue any other remedy legally available to us if you:
(a) commit a breach of this Subscription Agreement;
(b) fail to comply with any of its obligations hereunder; or
(c) infringe any intellectual property rights granted herein.
12. We may change your agreement from time to time upon notice to you. Changes detrimental to you take effect upon the next renewal period whilst all other changes take effect upon written notice to you.
13. You may terminate this Subscription Agreement upon written notice to us if any change proposed under Clause 12 is unacceptable. For termination to be effective under this clause, we must receive your notice of termination within 30 days from the date of the change. Continued use of the Goods and Digital Services by you following any change constitutes acceptance of the change.
14. We may terminate this Subscription Agreement for Goods and Digital Services (in whole or part) by giving at least 60 days’ notice. Our only obligation in this event shall be the pro rata refund of any charges paid for Goods and Digital Services offered as subscriptions by Subscriber in advance for the remaining Term (or Renewal Period, as applicable).
CREDIT
15. By submitting the Application, you authorise us to carry out any credit checks with third parties as we may require. You authorise us to make any enquiries and to use, exchange or disclose any information which is disclosed in the Application or is obtained by us from any third party from or to any other credit provider or credit reporting agency: a) concerning your credit worthiness; and b) for the purpose of providing or obtaining a reference.
16. We may impose credit limits which may be varied by us from time to time. If you exceed the credit limit then Goods and Digital Services will the withheld until the account is back within the credit limit.
17. You must pay the amount specified in an invoice in full within 30 days of the date of the invoice (unless we agree otherwise in writing).
18. If you do not pay us the invoiced amount in full within the time stipulated in the invoice, we may, without limitation a) withhold further supplies including Goods and Digital Services which have already been fully paid; or b) charge interest on amounts outstanding at the rate of 4% above our bank’s base rate from time to time; or submit your account to a collection agency. If we do submit the account to a collection agency, you agree that we may recover the outstanding amount specified in the invoice including interest, our legal costs, bank fees and charges and other expenses incurred in attempting to recover the debt and any fees and commissions or other amounts we pay to any collection agency to act on our behalf.
19. Where we make individual deliveries of Goods and Digital Services or deliveries in instalments, you may be invoiced separately for each delivery in which case, you agree to pay each invoice according to its terms.
DIGITAL SRVICES; GRANT OF LICENSE; RESTRICTIONS ON USE
20. You are granted, during the term of this Subscription Agreement, a nonexclusive, revocable, non-transferable, limited license to access and use the Goods and Digital Services from time to time made available by LN to you only for your internal purposes of: (a) research or study; and (b) providing professional services to your clients.
21. In order to access and use the Digital Services or eBooks (such as LexisNexis Red titles) you must download the LexisNexis Red mobile digital device software application and accept the LexisNexis Red mobile digital device software application ("Red App") terms and conditions as may be amended from time to time and which are available through the 'Terms and Conditions' link within the Red App ("Red App Conditions").
22. You will be able to maintain the “main work” that you have accumulated onto your device in perpetuity subject to the licence conditions in this Subscription Agreement and the Red App Conditions. Upon termination of a particular eBook subscription:
(a) you will not be required to delete any eBooks from your device upon termination. you and your Authorised Users may continue to use the eBook purchased as at the date of termination and continue to use the Red mobile App subject to the licence conditions in this Subscription Agreement and to the Red App Conditions, at your own risk;
(b) LexisNexis is not obliged to store, maintain, back-up, retrieve or restore any eBook that is lost or deleted by you;
(c) You will no longer receive content amendments, access to links within the eBook, updates to the Digital Services, LexisNexis Red technology, or support or maintenance from LexisNexis and any annotations you make will not continue to synchronise between devices. As such, you acknowledge that this could impact the usability of the LexisNexis Red or eBooks from termination. You may only receive updates in the Red App, as made generally available without fee, from time to time; and
(d) For the avoidance of doubt, by maintaining each of your eBook subscriptions, you will receive updates to the content on those eBooks as and when available, as well as access to ongoing legal updates and technological changes to the Red App.
23.
(a) create your own independently searchable database of materials;
(b) store, distribute or transmit any content through the Digital Services that: (i) is defamatory, libelous, pornographic or obscene (unless such content is reasonably related to professional responsibilities); or (ii) otherwise breaches any law, statute, regulation, standard, or code of practice of any relevant authority;
(c) attempt to disassemble, reverse engineer, reverse compile or otherwise reduce to human-perceivable form any of the Digital Services;
(d) use the Digital Services or eBooks in any fashion that infringes the copyright or proprietary interests therein, including, but not limited to, exploiting the goodwill of LN, its trademarks, service marks, or logos;
(e) remove or obscure the copyright notices or other notices contained in the Digital Services;
(f) access or use the Digital Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Digital Services. Use of the Digital Services is permitted only via manually conducted, discrete, individual search and retrieval activities; or
(g) offer any part of the Digital Services for commercial resale or commercial redistribution in any medium or use the Digital Services to compete with the business of LexisNexis.
24. Except otherwise provided in these Terms of Trade, all right, title, and interest (including all copyrights and other intellectual property rights) in the Goods and Digital Services, regardless of the form of medium, belong to LN or its third-party suppliers. You acquire no ownership of copyright or other intellectual property rights in the Goods and Digital Services or copies thereof, except the limited rights granted herein.
25. You will deploy the Digital Rights Management (“DRM”) settings on the Digital Services as designated by LN that may restrict burning, copying, sharing, or printing of eBooks. In the event LN learns of attempts to circumvent such DRM protections either by you or your Authorised Users, LN shall in its sole discretion, be permitted to temporarily suspend and/or permanently terminate Authorised User's and/or your access to the Digital Services.
26. Other provisions that govern your use of the Goods or Digital Services are set forth in your Order, any agreed addendum, online descriptions of files, online notices following file selection, and individual documents retrieved from the Digital Services (collectively the “Additional Terms”), all of which are incorporated by reference into these Terms of Trade. In the event of any conflict between these Terms of Trade and the Additional Terms, the Additional Terms will prevail.
27.27. Where applicable, the license granted to you may allow for concurrent access to the electronic or digital product on such number of devices as specified in the order form.
SUBSCRIPTIONS
28. Pay In Advance (“PIA”) Subscriptions. a) PIA Subscriptions commence on the date specified on our invoice or order form (as the case may be) (“Commencement Date”). b) The price for the first year of any PIA subscription is our list price at the date of the order. The price for subsequent years is our list price at the anniversary of the Commencement Date. c) We will inform you by invoice before each anniversary of the Commencement Date of the price payable for the next 12 months and, where the PIA Subscription relates to an online product, of any change to the terms and conditions applicable to that product.
29. Supplements. For products that are updated by supplements between editions, when purchasing the main work customers will automatically be sent the updating supplement on publication and will be invoiced for these when received by us.
DELIVERY
30. Orders for Goods and Digital Services are accepted by us subject to availability of stock and may be delivered in two or more instalments. Subject to Clause 38 and to the maximum extent permitted by law, LexisNexis has no liability for any loss of trade or profit to you as a result of delay in delivery or delivery of incorrect or faulty goods.
31. Delivery will be made to the address specified on the order by you or your agent, or to a carrier designated by you, or to other such addresses as are notified to us from time to time.
32. Risk in Goods and Digital Services passes to you on delivery. Title to Goods and Digital Services other than updates supplied under PIA Subscriptions will pass to you on payment in full. Title in updates supplied under PIA Subscriptions will pass on delivery.
33. Time is not of the essence for delivery of Goods and Digital Services and our liability for incorrect delivery or failure to deliver is limited as set out in Clause 38.
LOSS OR DAMAGE IN TRANSIT
34. Claims for damage or partial delivery or complete loss of consignment must be notified to us within 30 days of the date of invoice.
PRINT RETURNS
35. Returns of print product which are defective, incorrect or faulty will be accepted for credit provided:
(a) LN is notified of the defect/ or fault within 30 days from the date of invoice at your expense,
(b) the returns are accompanied by a copy of the returns note/invoice marked “cancel”, and
(c) you provide the valid authorisation code obtained from our Customer Support department before Goods are returned; and
(d) are in a condition fit for re-sale.
36. Refunds will be given only where the print products are returned as above and there are no other amounts outstanding and due on your credit account with us. Sub-section (d) does not apply in the event the print products are faulty or damaged due to no fault of yours. Collection of returns must be from the original address of delivery by LN and if Subscriber requires LN to collect returns from a different address, LN reserves the right to charge the sum of $300 HKD (or such amount notified from time to time).
37. For the avoidance of doubt, you cannot cancel an electronic or digital product purchased. Without prejudice to the foregoing, if you have purchased the “Print + eBook bundle”, you may cancel and return the print product in accordance with the conditions set out in Clause 35. In such circumstances, this will be deemed as a purchase of the electronic/digital product at the full price. You will have to pay the difference between (a) the discounted price of the “Print + eBook bundle” and (b) the full price of the electronic/digital product. You will receive a supplemental invoice for the outstanding amount.
WARRANTIES AND LIABILITY
38. To the maximum extent permitted by law, our liability to you are limited at our option to: (a) in the case of Goods, replacement or repair of the goods or payment of the cost of replacing or repairing the Goods; and (b) in the case of Digital Services, resupply of the Digital Services or payment of the cost of re-supplying the Digital Services.
39. Our liability to you for negligence and breach of contract is limited to the cost of replacing the Goods and Digital Services ordered.
40. Subject to clause 38 and to the maximum extent permitted by law, we exclude all representations, warranties or guarantees, whether express or implied, by statute, trade or otherwise, including without limitation warranties and guarantees regarding the availability of any online product at any particular time.
41. It is not intended that any contract between us and Subscriber for the supply of Goods and Digital Services should be enforceable by any third party.
42. Any waiver by us of any of this Subscription Agreement shall be limited to the particular instance and shall not operate or be deemed to operate as a future waiver of that or any other term.
NOTICES
43. Notices sent by you to LexisNexis should be sent to your account manager or LexisNexis’ Customer Support department either by prepaid post to the address on the most recently delivered invoice or by email to the email address provided by your account manager, in any case, with a copy by email to help.hk@lexisnexis.com. Such notices must state your name and (where applicable) account number. Notices sent by us will be sent to your last known address or email address LexisNexis has on record.
44. Any change to your details, including name, invoice, delivery and site addresses must be notified to us in writing within 30 days of the date of the change.
UNFORESEEN EVENTS
45. We may cancel or suspend delivery of any ordered product in the event of any delay or non¬performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.