Lexis Diligence Subscription Agreement

“LEXIS DILIGENCE” SUBSCRIPTION AGREEMENT

The following terms and conditions govern your use of the LexisNexis ("LN") services (the "Online Services") and the materials available therein ("Materials"):

1.    LICENSE; RESTRICTIONS ON USE

1.1    You are granted a nonexclusive, non-transferrable, limited license to access and use for research purposes the Online Services and Materials from time to time made available to you.  This license includes:

(a)    The right to electronically display Materials retrieved from the Online Services to no more than one person at a time, subject to the Supplemental Terms for Specific Materials. For the avoidance of doubt,nothing herein is intended to prevent or restrict authorized users from accesing the Online Services simultaneously with other authorized users;

(b)    The right to obtain a printout of Materials via printing commands of the Online Services and to create a single printout of Materials downloaded via downloading commands of the Online Services or your web browser (collectively, "Authorized Printouts");

(c)    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 Online Services using the downloading commands of the Online Services or your web browser software and storage of that copy in machine readable form for no more than 90 days  primarily for one person's exclusive use, Insubstantial printed and electronic copies of the Materials may be stored beyond the time restriction referred to in this clause 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 Material 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;

(d)    With respect to Materials that are United States patents ("Authorized Patent Materials"), the right to retrieve via downloading commands of the Online Services or your web browser and store in machine readable form, primarily for one person’s exclusive use, a single copy of not more than 200 patents at any one time; and

(e)    With respect to all Materials other than Authorized Legal Materials and Authorized Patent Materials, the right to retrieve via downloading commands of the Online Services or your web browser and store in machine readable form for no more than 90 days (subject to the carve-outs for the retention of insubstantial printed and electronic copies set out in Section 1.1(c)), primarily for one person's exclusive use, a single copy of insubstantial portions of those Materials included in any individual file 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 permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms for Specific Materials, you may make copies of Authorized Printouts and distribute Authorized Printouts and copies.

1.3    Except as specifically provided in Sections 1.1 and 1.2, you are prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing, or using Materials retrieved from the Online Services.  You may not print or download Materials without using the printing or downloading commands of the Online Services or your web browser.

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

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

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

1.7    You may not use information included in the Online Services or Materials retrieved from the Online Services to determine a consumer's eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit. This clause applies only to (1)services where the subject is a United States consumer, resident or citizen and (2) services that are offered in the United States.  You may not access or otherwise use the Online Services if you are identified on, and you may not provide access to the Online Services to any individuals identified on, OFAC’s list of Specially Designated Nationals, the UK’s HM Treasury’s Consolidated List of Sanctions Targets, or the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions.

1.8    Other provisions that govern your use of Materials are set forth in your applicable price schedule, the Supplemental Terms for Specific Materials, online descriptions of files, online notices following file selection, and individual documents retrieved from the Online Services (collectively, the "Additional Terms"), all of which are incorporated by reference into these General Terms and Conditions.

2.    ACCESS TO SERVICES

2.1    Subject to clause 2.2 below, only employees authorized by the subscribing organisation may access and use the Online Services.

2.2    You may not use an identification number to access the Online Services from outside the country for which it was issued.

2.3    Your identification number(s) may be restricted from accessing certain Materials otherwise available in the Online Services.

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

2.5    In the event that You exceed your monthly Investigations Limit by 3 times or more for any consecutive 3 months, LN may charge the Subscriber for the additional usage at its then prevailing standard rate.

3.         LIMITED WARRANTY

3.1    LN represents and warrants that it has the right and authority to make the Online Services and Materials available pursuant to this Agreement.

3.2    EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.1, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND LN AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE SUBSCRIBER AGREES THAT IT PLACES RELIANCE UPON THE CONTENT OF THE MATERIALS IN THE ONLINE SERVICES AT THE SUBSCRIBERS OWN RISK.

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 Services or any features thereof or any Materials, (c) Subscriber's use of the Online Services or Materials (regardless of whether you received any assistance from a Covered Party in using the Online Services), (d) your use of any equipment in connection with the Online Services, (e) the content of Materials, or (f) any delay or failure in performance beyond the reasonable control of a Covered Party.

4.2    "Covered Party" means (a) LN, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of LN or its 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    THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS SHALL NOT EXCEED THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES EXCLUDING ANY LOSS OF PROFIT OR BUSINESS.  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    THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE 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, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.

5.         MISCELLANEOUS


5.1    This Agreement is for the minimum period specified in the Price Plan Period (the ‘PPP’). In the event that no Notice of Termination has been received by LN prior to 90 days before expiry of the PPP, this Agreement shall continue for a further period equal to the initial PPP. In such circumstance, the total annual price paid by the Subscriber will be initial annual PPP price plus 15% (or actual usage level for the preceding year, whichever is the higher) for the duration of the additional PPP, and so on for subsequent PPP’s. This Agreement, including the Additional Terms, may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed in accordance with your applicable price schedule; all other provisions may be changed by LN immediately upon notice. Your subscription for access to the Online Services may be terminated immediately upon notice to LN if any change is unacceptable. Continued use of the Online Services following any change constitutes acceptance of the change.

5.2    Either party may terminate the subscription for access to the Online Services. You may terminate this agreement by giving LN at least 90 days’ written notice, to expire the day before the anniversary of the Term Date or minimum period (whichever is the longer) as specified in the Order Form. LN may terminate this agreement by giving at least 60 days’ notice. LN’s only obligation in this event shall be the pro rata refund of any charges paid in advance. LN may suspend or discontinue providing the Online Services to you without notice and pursue any other remedy legally available to it if you fail to comply with any of your obligations hereunder.

5.3    LN may terminate this agreement forthwith on notice without compensation if (a) you enter into a composition with your creditors, or (b) an order is made for the winding up of your organisation, or (c) an effective resolution is passed for the winding up of your organisation (other than the purpose of amalgamation or reconstruction on terms approved by LN), or (d) a receiver, manager, administrative receiver or administrator is appointed in respect of all or any part of your business or assets.

5.4    Except as otherwise provided herein, 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. Notices to LN should be sent to your account representative.

5.5     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.

5.6    We will use personal information collected about Authorized Users for the purposes of (a) providing access to and use of the Services to Authorized Users, (b) providing customer support, billing and other similar activities related to the Services, and (c) keeping Authorized Users informed about products, services, offers and upcoming events and to improve our services. We may also provide personal information about Authorized Users to third parties for the purpose of providing Authorized Users with direct marketing offers which we think may be of interest. If you do not wish to receive information about other products, services, offers and events, notify Us in writing.

5.7     In accordance with the Data Protection Act 1998, we will provide and export personal information about Authorized Users to other members of our company’s group, including Reed Elsevier Inc. in the United States, for the purposes of providing customer support, billing and other similar activities related to the Services.

5.8    You may not assign any rights or delegate any duties under the subscription to access the Online Services without the prior written consent of the provider of LN.This Agreement and the Additional Terms shall be governed by English law.

5.9    Solely for performing the services referred to in this Agreement, together with ancillary and connected business purposes, Personal Data will be exported to any Subcontractor appointed in accordance with 5.6.