1. DEFINITIONS. “LNC” means LexisNexis Canada Inc. “MH” means Martindale-Hubbell, a division of Reed Elsevier Inc. and an Affiliate of LNC. “You” and “your” mean the person or firm who signs the Order Form on the reverse side. “Agreement” means the Order Form and these Terms and Conditions and the website terms and conditions set forth at www.canadian-lawyers.ca, both of which are incorporated into the Order Form by reference. “Listing Services” means the listing of your Profile in the Canadian-Lawyers.ca Directory, a service provided to you by LNC pursuant to the Order Form. “Profile” mean the detailed professional biographies (including specific practice and management experience, insight and style) prepared specifically for you and appearing in the Directory at the Site. “Content” means the text, graphics, pictures, design elements, audio and video comprising the Profile. “Your Content” means any information provided by you for use in creating your Profile. “Software” means any software and related processes licensed or owned by MH or LNC that MH or LNC uses and/or makes available for your use in connection with the Profile. “Directory” means the content of the Canadian-Lawyers.ca law Directory searchable at or through www.canadian-lawyers.ca (the “Site”) and other websites with which MH or LNC partners. “Affiliate” means any entity that is controlled by, or under common control with, Reed Elsevier Inc.
2. LISTING SERVICE. Subject to the terms of this Agreement, LNC agrees to provide you with the Listing Services with reasonable skill and care. After you and/or the lawyers for whom you purchase a Profile complete and sign the Order Form, a profile editor will interview such lawyers and create the Profiles. LNC will provide you and/or the lawyers with proofs of the Profiles for review and approval prior to publication. Once approved, LNC will have the Profiles published in the Directory appearing at the Site. The Profiles will generally be available on the Site seven days a week, twenty-four hours a day, except for certain periods during which the Site may be temporarily unavailable for the purposes of system upgrades, maintenance, or backup procedures. In addition, there may be events that from time to time will make the system inaccessible for a limited amount of time due to unforeseen software, hardware, network, power and/or Internet outages and for which LNC and MH shall have no liability or responsibility whatsoever.
3. FEES. In consideration of the Listing Services during the initial term, you agree to pay LNC the fees set forth on the Order Form in accordance with the payment method set forth on the Order Form. All fees are due within thirty (30) days of the date of the invoice for such fees from LNC. Overdue amounts will be assessed a late payment charge that will be compounded at a monthly rate of 1.5% or the maximum provided by law, whichever is less.
4. CANADIAN-LAWYERS.CA DIRECTORY. As a customer of the Listing Services, your Profiles will appear in the Directory at the Site. Placement and presentation of the Profiles and the links thereto are subject to layout and other organizational elements that LNC may modify from time to time. LNC reserves the right to display your Profiles via other MH or Affiliate owned websites, websites with which LNC or MH partners and other legal content channels at their discretion.
5. ELIGIBILITY; TERM OF AGREEMENT AND SERVICE; TERMINATION. The initial term of the Agreement is one (1) year from the date your Profile is published in the Directory and is non-cancelable by You during the initial term. The Agreement will automatically renew for additional one (1) year periods at then current rates for the Listing Service as the same are communicated to you in a letter of renewal unless you notify LNC in writing of your desire to terminate not less than thirty (30) days prior to the expiration of the initial or applicable renewal term. If you cancel your Listing Service at anytime during the initial term or any renewal term, the Listing Service will be terminated without refund or credit. LNC may terminate the Agreement and the Listing Service upon thirty (30) days prior written notice to You at its convenience for any reason whatsoever. In the event of termination by LNC, any pre-paid amounts applicable to the post-termination period will be refunded to You.
6. YOUR CONTENT. You are solely responsible for your Content. Neither LNC nor MH are responsible for verifying the accuracy or legal compliance of your Content before it is published. You represent and warrant that (i) your Content contains no offensive, harassing, defamatory, indecent, or obscene material, and does not violate any applicable laws, regulations, or judicial rulings; (ii) your Content is not false, misleading, deceptive, or fraudulent; (iii) you will endeavor in good faith to honor all promises, offers, and statements you make in Your Content and in any related materials, products, services, or communications you offer or make through Your Content; (iv) you own or are authorized to use Your Content and all trademarks, trade names, and similar materials of any kind which are included in Your Content; and (v) your Content does not infringe upon or violate any intellectual property, proprietary, or other rights of LNC, MH, its Affiliates, and/or any third party. LNC and MH reserve the right, in their sole discretion, to refuse to display or to remove at any time any Content that they or either of them reasonably regard as violating this provision or as otherwise inappropriate or inconsistent with their editorial policies in effect from time to time. LNC and MH reserve the right to release current or past information related to you if the information is subpoenaed.
7. PROPRIETARY RIGHTS. The (i) Profiles (ii) Software; (iii) Listing Service; (iv) domain name “Canadian-Lawyers.ca”; (v) the Site and any other LNC or MH-owned websites and all content therein; (vi) designs; and (viii) all Content other than your Content, are owned by MH, LNC and/or their licensors and are protected by copyrights, trademarks, service marks, patents, or other proprietary rights, laws, and regulations. Except as expressly provided herein, you may not alter, copy, reproduce, transmit, display, distribute, sell, transfer, or dispose of in any manner, or create derivative works of, any of the protected proprietary items identified in (i) through (vii) above, without the express written permission of an authorized representative of MH and LNC. You grant LNC and MH a limited, non-exclusive, non-transferable, royalty free, license to use your Content in connection with the performance of the Listing Services. Except for your Content, LNC and MH and/or their licensors own and retain all intellectual property rights in and to all other Content.
8. LICENSE. LNC and MH grant you a limited, non-transferable right and license only during the Term to copy, republish, use, distribute and display the Profiles through other channels and in other media for promotion of your lawyers/firm provided (i) you have fully paid all fees due under and are in compliance with all other terms of the Agreement and (ii) you identify and provide proper attribution to MH as follows: "Copyright LexisNexis Canada Inc.; All Rights Reserved".
9. OTHER USER RESPONSIBILITIES. You represent that you are a lawyer or a law firm whose lawyers are validly licensed to practice law as required by the applicable jurisdictions in which you or they practice. You are solely responsible for compliance with all laws, rules, and regulations governing advertising, ethical obligations and/or the practice of law, promulgated by any applicable jurisdiction, court, bar association, and/or other governing body which are applicable to you, your firm.
10. INDEMNIFICATION. You will indemnify, defend, and hold harmless LNC and MH, their officers, directors, employees, contractors, licensors, suppliers, agents, and Affiliates, from and against any and all claims, actions, demands, losses, expenses (including reasonable legal fees), damages, liabilities, taxes, penalties, assessments, judgments and costs arising out of, from, or in connection with (i) Your Content; (ii) any alleged intellectual property infringement by Your Content, and (iii) any breach by You under this Agreement or violation by You of applicable laws or regulations.
11. DISCLAIMER OF WARRANTIES. LNC AND MH EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. LNC AND MH, THEIR LICENSORS, SUPPLIERS, SPONSORS, SUBCONTRACTORS, AND AFFILIATES MAKE: (A) NO WARRANTY THAT THE LISTING SERVICES WILL MEET YOUR REQUIREMENTS OR, THAT THE LISTING SERVICES WILL BE ERROR FREE, (B) NO WARRANTY ABOUT THE RESULTS OBTAINED FROM THE LISTING SERVICES, AND (C) NO WARRANTY THAT DEFECTS IN THE SOFTWARE, THE LISTING SERVICE, OR THE RESULTS WILL BE CORRECTED.
12. LIMITATION OF LIABILITY. LNC AND MH’S TOTAL, AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT OR RELATED TO THE LISTING SERVICES IS LIMITED TO THE FEE FOR THE LISTING SERVICES PAID BY YOU. YOU AGREE THAT NEITHER LNC NOR MH SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR EXEMPLARY DAMAGES RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE LISTING SERVICE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (B) INTERRUPTION, SUSPENSION OR TERMINATION OF THE LISTING SERVICE, OR (C) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR INFORMATION, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF LNC OR MH HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LNC AND MH ARE NOT RESPONSIBLE FOR THE DELIVERY OF ANY SERVICES SOLD OR ADVERTISED BY YOU IN YOUR PROFILE.
13. CONFLICT. In the event of a conflict between the terms set forth here in these Term and Conditions and the website terms set forth at www.Canadian-Lawyers.ca, the terms set forth herein shall control.
14. OTHER SERVICES. In the event that you have subscribed to services on the Order Form in addition to the Listing Services (“Other Services”), such Other Services shall be subject to the product specific terms and conditions set forth below:
In the event of a conflict between the terms set forth herein and the terms and conditions set forth above with regard to Other Services, the latter shall control.
16. GENERAL. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada, without regard to its conflict of law provisions. This Agreement may not be changed orally. The failure of LNC to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement will remain in full force and effect. Any claim or cause of action arising out of or related to the Listing Services or this Agreement must be filed within one (1) year after such claim or cause of action arose. LNC may modify the Listing Services or this Agreement, in whole or in part, at any time upon reasonable advance notice to you. Notice of such modification may be made by or on behalf of LNC to you via email, post, fax, or delivery service. If you do not elect to be bound by any such modified Agreement, you may terminate the Agreement with five (5) days prior written notice to LNC, made within ten (10) days after LNC issues such notice. You will be deemed to have agreed to such modified Agreement if LNC does not receive a notice of termination from you within such period. MH is a third party beneficiary to this Agreement and may enforce this Agreement as if it were a party in its own right.