General Terms and Conditions

GENERAL TERMS AND CONDITIONS

The terms and conditions listed below govern use of the online services (the “Online Services”) and materials available therein (“Materials”) provided by LexisNexis, a division of RELX (Greater China) Limited and its affiliated companies (collectively “LexisNexis”, “LN”, “we or us”). The terms Subscriber,  “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.

1. LICENCE; RESTRICTIONS ON USE

   1.1 Your use of specific Materials forming part of the Services ("Specific Materials") may also be subject to any supplemental third-party terms set forth in at www.lexisnexis.com/terms/terms/supplemental/ in respect of such Specific Materials ("Supplemental Terms").  It is your responsibility to access that LexisNexis link to determine what Supplemental Terms if any, apply to the Services. Subject to any applicable Supplemental Terms for Specific Materials, you are granted during the term of this agreement, a non-exclusive, non-transferable, limited licence to access and use the Services and Materials from time to time made available to you for the internal purposes only for (i) research or study, (ii) providing professional services to your clients, and (iii) providing academic services to students. This licence is subject to the following limitations:

   (a) The right to electronically display Materials retrieved from the Services is limited to the display of such Materials primarily to one person at a time, subject to the Supplemental Terms for Specific Materials. This does not limit the number of Authorised Users who may individually access the Services at the same time;

   (b) The right to obtain a printout of Materials is limited to a printout of a reasonable portion of the Materials obtained using the printing commands of the Services  or your web browser software and the creation of a single printout of a reasonable portion of the Materials downloaded via downloading commands of the Services  or your web browser software (collectively, “Authorised Printouts”); and

   (c) Subject to clause 2.6, the right to retrieve and store machine-readable copies of Materials is limited to the retrieval of a single copy of a reasonable portion of the Materials included in any individual file of the Services using the downloading commands of the Services or your web browser software and in respect of Services storage of that copy in machine readable form for no more than 90 days primarily for one person’s exclusive use. Insubstantial electronic copies of the Materials may be stored beyond the time restriction referred to in this clause 1.1(c) where: (i) the Materials have been incorporated into advice provided to a specific client in respect of a specific matter; and/or (ii) the Materials is required to be kept for some legal, regulatory or evidential requirement. This clause is subject to the overriding obligation upon you not to create your own independently searchable database of the Materials. This clause is also restricted to the extent the storage of those Materials is not further limited or prohibited by the Supplemental Terms for Specific Materials.

   1.2 To the extent expressly permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms for Specific Materials, you may make copies of Authorised Printouts and distribute Authorised Printouts and copies within your organisation.

   1.3 Except as specifically provided in clauses 1.1 and 1.2, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using Materials retrieved from the Services. You may not print or download Materials without using the printing or downloading commands of the Services or your web browser software. All access to and use of the Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services is strictly prohibited. Use of the Services is permitted only via manually conducted, discrete, individual search and retrieval activities.

   1.4 All rights, title, and interest (including all copyrights and other intellectual property rights) in the Services and Materials (in both print and machine-readable forms) belong to us or our third party suppliers. You acquire no ownership of copyright or other intellectual property rights or proprietary interest in the Services, Materials, or copies thereof.

   1.5 Except as specifically provided herein, you may not use the Services or Materials retrieved from the Services in any fashion that infringes the copyright or proprietary interests therein.

   1.6 You may not remove or obscure the copyright notice or other notices contained in Materials retrieved from the Services.

   1.7 Other provisions that govern your use of Materials are set forth in the LexisNexis Terms of Trade, your order form, any agreed addendum, the Supplemental Terms for Specific Materials, online descriptions of files, online notices following file selection, and individual documents retrieved from the Services (collectively the “Additional Terms”), all of which are incorporated by reference into these General Terms and Conditions.  References to "Services" in the Terms of Trade shall be references to Services and Materials as defined herein, for the purpose of these General Terms and Conditions. References to “customer” or “you” in the Terms of Trade shall be references to you or Subscriber as defined herein, for the purposes of these General Terms and Conditions. To the extent there is any inconsistency between the Additional Terms and the General Terms and Conditions, the Additional Terms prevail in the order that they appear above.

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. If your access to an Online Service will be authenticated by identification numbers and passwords assigned by LN (“LN IDs”), the term “Authorized 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 Authorized User to whom LN assigns it and that the LN ID may not be shared with or used by any other person, including other Authorized Users. You will manage your roster of Authorized Users and will promptly notify LN to deactivate an Authorized User's LN ID if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User's access to the Online Services. You are responsible for all use of the Online Services accessed with LN IDs issued to your Authorized Users, including associated charges, whether by Authorized Users or others. You will use reasonable commercial efforts to prevent unauthorized use of LN IDs assigned to your Authorized Users and will promptly notify LN, in writing, if you suspect that an LN ID is lost, stolen, compromised, or misused.

   2.2 Except for use incidental to occasional, short-term travel, you may not use an identification number to access the Services and Materials from outside the country for which it was issued. This clause does not apply to digital services.

   2.3 Your identification number(s) may be restricted from accessing certain Materials otherwise available in the Services for which you have not subscribed.

   2.4 Materials and features may be added to or withdrawn from the Services and the Services may otherwise be changed without notice.

   2.5 You must ensure that each person having access to the Services and Materials:

   (a)    is an Authorised User; and

   (b)    is using those Services and Materials only in accordance with these General Terms and Conditions and the Additional Terms. The Subscriber shall be responsible for use of the Services and Materials by Authorised Users.

   2.6 For Subscribers subscribing to Practical Guidance/PSL/LS/Lexis Practice Advisor: in addition to other rights granted under these General Terms and Conditions, 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.

   2.7 For Subscribers subscribing to LexisNexis Red digital services (“LexisNexis Red”): in addition to other rights granted under these General Terms and Conditions, titles on LexisNexis Red that appear in your customer agreement or order form are licensed to you in perpetuity subject to this agreement.  In order to access and use 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"). Clause 1.1.(c) of the General Terms and Conditions will not be applicable in respect of LexisNexis Red titles as you will not be required to delete any Red title from your device upon termination. You will be able to maintain the “main work” that you have accumulated onto your device in perpetuity subject to the licence conditions in these General Terms and Conditions and the Red App Conditions. Upon termination of a particular LexisNexis Red title subscription:

   (a) you and your Authorised Users may continue to use the LexisNexis Red content purchased as at the date of termination and continue to use the Red mobile App subject to the licence conditions in these General Terms and Conditions and to the Red App Conditions, at your own risk;

   (b) LexisNexis is not obliged to store, maintain, back-up,  retrieve or restore any LexisNexis Red content that is lost or deleted by you;

   (c) you will no longer receive content amendments, access to links within the title, updates to the 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 content from termination. You may only receive updates in the Red App, as made generally available without fee, from time to time; and

   (d) clauses 1.4, 1.5, 1.6, 4, 5.4, 5.6 and 5.9 of the General Terms and Conditions survive termination. For the avoidance of doubt, by maintaining each of your LexisNexis Red title subscriptions, you will receive updates to the content on those LexisNexis Red titles as and when available, as well as access to ongoing legal updates and technological changes to the Red App.

   2.8 The Services may contain a feature that will allow your Authorised Users to create work folders or work spaces (“Folders”) from research sessions that are associated solely with their respective LexisNexis IDs. The Folders are designed to allow your Authorised Users to save copies of Materials made available by us, as well as links to Materials.   Authorised Users may also share the Folders with third party LexisNexis authorised users, however such third party users will only be permitted to access Materials in the Folders for which they have a current subscription.  We represent and warrant that the Folders will be under the exclusive control of your Authorised Users and we will not access or otherwise review the content of Folders without your authorisation. Notwithstanding the foregoing, we may access or disclose the content of Folders to the extent necessary to facilitate features and functions of the 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 Authorised Users are prohibited from uploading content to the Folders which is defamatory, libellous, pornographic or obscene, unless such content is reasonably related to professional responsibilities. Access to and use of the Folders may be subject to technical limitations such as storage limits, downtime for maintenance or third party service availability.  We are not responsible for backing up, or for any damage to or loss of, any content uploaded to the Folders by you.  The Folders are provided AS IS and we make no warranties or guarantees in respect of uptime or accessibility of any content you upload to the Folders, and we do not warrant that access to the Folders will be continuous or error-free.   You agree to use the Folders in accordance with any acceptable use limitations and guidelines as may be notified to you from time to time.

   2.9 For Subscribers subscribing to Materials in the Lexis Advance platform, the following price schedule available at: http://www.lexisnexis.com/terms/LACommercial/pricing/ shall apply if you opt for transactional or pay-as-you-go (“PAYG”) subscription. For transactional or PAYG subscriptions, your Authorised Users will be notified of the additional charges that will apply before the Materials are displayed.  If Subscriber’s Authorized Users proceed to access the Materials, Subscriber will pay the then current transactional charge(s) for the Materials that is displayed at the time of access.

3. LIMITED WARRANTY

   3.1    We represent and warrant that we have the right and authority to make the Services available pursuant to our agreement with you.

   3.2    SUBJECT TO CLAUSE 3.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND, UNLESS EXPRESSLY STATED TO THE CONTRARY IN THIS AGREEMENT, WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, BY STATUTE, TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION THAT THE 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 SERVICES AND MATERIALS UP-TO-DATE.

   3.3    Subject to clause 5.9, it is not intended that any contract between us and the Subscriber for the supply of Services should be enforceable by any third party.

   3.4    Any waiver by us of any of these General Terms and Conditions 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.

4. LIMITATION OF LIABILITY
   

   4.1   To the maximum extent permitted by law, 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 Services or any Materials available or not included therein,

   (b)    the unavailability or interruption to the supply of the Services or any features thereof or any Materials,

   (c)     Subscriber’s use or misuse of the Services or Materials (regardless of whether you received any assistance from a Covered Party in using or misusing the Services),

   (d)    your use of any equipment in connection with the Services,

   (e)    the content of Materials,

   (f)      any delay or failure in performance beyond the reasonable control of a Covered Party, or

   (g)    any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of our obligations under this agreement (other than liability for death or personal injury).

   4.2   “Covered Party” means (a) us, our affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of us or our affiliates; and (b) each third party supplier of Materials, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or any of their affiliates.

   4.3.   Our liability to you for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this agreement shall, to the extent permitted by law, be limited to our option to supplying the Services or Materials again or paying for their re-supply. Nothing in these General Terms and Conditions is intended to exclude liability for death or personal injury resulting from negligence by us.

   4.4   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.

   4.5   SUBJECT TO CLAUSE 4.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COVERED PARTIES WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT (INCLUDING NEGLIGENCE) OR FOR ANY OTHER COMMON LAW OR STATUTORY CAUSE OF ACTION SHALL NOT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE GOODS, OR IN THE CASE OF SERVICES THE AMOUNT YOU PAID FOR THE 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.

   4.6   SUBJECT TO CLAUSE 4.3, THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND LOSS OF PROFITS, CONTRACTS, BUSINESS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, BUSINESS INFORMATION OR DATA) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE GOODS AND SERVICES , MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.

   4.7   The Materials are provided for reference purposes only and are neither intended, nor should they be used, as a substitute for professional advice or judgment or to provide legal advice with respect to particular circumstances.

   4.8    We do 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.  Whilst 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.

   4.9   We are not a law firm; we do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a practising lawyer. Nothing in the Services, or the Materials or in the Agreement nor any receipt or use of the Services, shall be construed or relied on as advertising or soliciting to provide any legal services, creating any solicitor-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of us or our staff.

   4.10 Any password/ID number issued by us to an Authorised User is personal and confidential to that Authorised User. If we suspect that any password/ID is being used by an unauthorised User or a different Authorised User to the person to whom it was issued, that password/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. MISCELLANEOUS
   

   5.1 This agreement is for the minimum period specified in the Term. This agreement will automatically renew on the date following the expiration of the Term for additional terms equal in duration to the period specified in the Term or where not specified for additional 12 month terms (each a “Renewal”) unless you provide us with a notice of termination in accordance with clause 5.2.  The price payable for the Services will be the price payable in the immediately preceding Term, plus an annual adjustment (or actual usage level for the preceding year, whichever is the higher).  A pre-determined annual adjustment may be specified in your written agreement with LexisNexis or customer order form or, if not, will be notified to you by the Renewal date.

   5.2 Either party may terminate the subscription for access to the Services upon notice. You may terminate this agreement (in whole or in part) by giving us at least 90 days’ written notice, to expire the day before the anniversary of the commencement date or last day of the period (whichever is longer) set forth in the Term as specified in the Order Form or Renewal ("Customer Notice Period"). We may terminate this 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. We may suspend or discontinue providing the Services to you without notice and pursue any other remedy legally available to us if you fail to comply with any of your obligations hereunder. On termination of this agreement, any licence granted under this agreement, other than any perpetual licence granted hereunder, terminates (including the licence in clause 1.1).

   5.3 These General Terms and Conditions and the Terms of Trade may be changed by us from time to time, however changes detrimental to you may only be changed at the expiry of your subscription for access to the Services. All other provisions may be changed by us immediately upon notice. If any changes are made to the General Terms and Conditions that are detrimental to you, you may terminate the Agreement upon written notice to us if any such change is unacceptable to you. For termination to be effective under this clause, we must receive your notice of termination within 30 days of the date of the notice. Continued use of the Services following the expiration of 30 days following the date our notice to you of any detrimental change constitutes acceptance of the change but does not affect your other termination rights.  Continued use of the Services during the period starting on the effective date of the change until the date of termination by you in accordance with this clause will be subject to the changes notified to you, including any increases in price.

   5.4 Neither party will disclose to any third party details of this agreement or any of the negotiations undertaken in relation to this agreement, including any pricing or discounting terms, without the prior written consent of the other.

   5.5 Except as otherwise provided herein, all notices and other communications to you hereunder shall be in writing or displayed electronically in the Services by LN.  Notices to you shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date sent, if emailed; on the date first made available, if displayed in the Services; or on the date received, if delivered in any other manner. Notices to us should be sent in accordance with the provisions provided for in the Terms of Trade. Notices to you, if sent by email or by post, shall be sent to the postal address or email address LexisNexis has on record.

   5.6 The failure of us 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.

   5.7 You may not assign your rights or delegate your duties under these General Terms and Conditions or any Additional Terms without our prior written consent.

   5.8 These General Terms and Conditions and the Additional Terms shall be governed by and construed in accordance with the laws of Hong Kong and each party submits to the non-exclusive jurisdiction of the courts of Hong Kong.

   5.9 Each third party supplier of Materials has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary.

   5.10 Personal Data Protection

   5.10.1 “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 term ‘personal information’ is used, it will be read as personal data.

   5.10.2 Subscriber is responsible for the legality of the personal data that the Subscriber or Authorized Users provided to the Supplier in connection with the Agreement. If and to the extent that the Subscriber or Authorized Users provides personal data to the Supplier for account registration or otherwise, the parties acknowledge that such information will be processed by the Supplier in accordance with the data protection laws and the LexisNexis privacy policy applicable to the Services at https://www.lexisnexis.com/global/privacy/privacy-policy.page , except where the Supplier is processing such information on the Subsciber’s behalf, the terms of the LexisNexis Data Processing Addendum at https://www.lexisnexis.com/global/privacy/processing-terms.page will apply.

   5.10.3 If and to the extent that the Subscriber transfers personal data to the Supplier in a territory outside the originating territory, the parties will be deemed to have entered into the LexisNexis Data Transfer Terms at https://www.lexisnexis.com/global/privacy/transfer-terms.page in respect of such transfer, whereby the Subscriber is the “data exporter,” the Supplier is the “data importer,” the optional clauses are omitted, and the content of the applicable annexes corresponds to the respective content of the Agreement, unless the parties may rely on an alternative transfer mechanism or basis under the data protection laws.

   5.11 These General Terms and Conditions will be enforced to the fullest extent permitted by applicable law. If anything in these General Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, then it will be severed and the validity of the other provisions of the General Terms and Conditions and the remainder of the provision in question shall not be affected thereby.

   5.12 You are neither identified on, nor shall you provide access to LN Services to any individuals or entities identified on, (1) OFAC’s list of Specially Designated Nationals (“SDN List”), (2) the UK’s HM Treasury’s Consolidated List of Sanctions Targets, (3) the EU’s Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, (4)  any other applicable sanctions lists, or (5) any person 50 percent or more owned, directly or indirectly, individually or in the aggregate by a person(s) identified in (1) through (4).