You may subscribe to Law360™ Canada services (the “Services”) by agreeing to abide by the Terms and Conditions below.
1. SCOPE, TERM, AND TERMINATION
This Agreement (“Agreement”) is entered into by and between LexisNexis Canada Inc. (“LNC”) and the individual ordering a subscription to Law360™ Canada (“Subscriber”). Only your employees, temporary employees, students, partners/members are eligible to access and use the Services (“Eligible Persons”). The term “Authorized User” means an Eligible Person whom you have identified to LNC for purposes of allowing access to the Services.
2. CONDITIONS OF USE OF THE SERVICES
By the act of subscribing to the Services, the Subscriber agrees to abide by the terms and conditions contained herein for access to and use of the Services to which it currently subscribes and any Services it may subscribe to in the future regardless of whether the Subscription is licensed directly by the Subscriber or by another entity, such as a consortium, acting on its behalf.
3. GRANT
LNC hereby grants to the Subscriber and its Authorized Users a non-exclusive, nontransferable, limited license to access and use for viewing and reading purposes the Services licensed to the Subscriber by means of a purchase order, either submitted by the Subscriber or by another entity acting on its behalf. Any other use of the Services is STRICTLY PROHIBITED. The Services and any portion thereof shall remain the property of LNC. Neither the Subscriber nor its Authorized Users shall, or allow others to, create derivative products for resale. This license includes for each Authorized User:
(a) The right to electronically display materials retrieved from the Services; and
(b) The right to print documents retrieved from the Services.
Neither the Subscriber nor its Authorized Users shall or permit others to access use or share the Services in any manner whatsoever by any means other than the user interface provided by LNC or an LNC approved third-party supplier. To the extent permitted by applicable copyright law, Authorized Users, may make copies of materials retrieved from the Services and distribute such copies. Except as otherwise expressly permitted herein, Authorized Users are prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing, or using materials retrieved from the Services. LNC is responsible for displaying all copyright notices to Authorized Users before printing of the materials can occur.
4. OWNERSHIP OF THE SERVICES
All right, title, and interest (including all copyrights and other intellectual property rights) in the Services (in both print and machine-readable forms) belong to LNC or its third party suppliers of materials. The Subscriber acquires no proprietary interest in the Services, materials, or copies thereof. Neither the Subscriber nor its Authorized Users may use, or permit others to use, the Services or materials in any fashion that infringes the copyrights or proprietary interests therein. Authorized Users may not remove or obscure the copyright notice or other notices contained in the materials.
5. RESTRICTIONS
Use of the Services for commercial purposes is strictly prohibited. Access to the Services shall not be shared with unauthorized users under any circumstances whatsoever. Any unauthorized access permitted by the Subscriber or its Authorized Users is prohibited. The Subscriber will use reasonable efforts to prevent unauthorized users from accessing or using the Services.
6. ACCESS TO THE SERVICES
LNC shall provide access to and use of the Services for Authorized Users only. Subscriber will not actively promote the use of the Services to unauthorized users. Access to the Services must be strictly controlled and limited to Authorized Users by one or more of the following methods:
- User ID and password provided by LNC for each Authorized User;
- Internet Protocol (“IP”) domain address filtering, whereby the Subscriber provides LNC with IP addresses registered to the Subscriber and vouchsafes that these IP addresses are associated only with sites controlled by the Subscriber; or
- Proxy Server IP address filtering, whereby the Subscriber provides LNC with IP addresses of a proxy server belonging to or operated on behalf of the Subscriber and vouchsafes that proxy server access is granted only to Authorized Users located at the Subscriber or to remote users that have been authenticated as Authorized Users by the Subscriber, using a secure patron authentication system.
7. COPYRIGHT/TERMS AND CONDITIONS
Subscriber hereby acknowledges that all copyright and title to the materials and organization are and remain the property of LNC or its third party suppliers of materials. Any exceptions are identified in this Agreement. Subscriber agrees to communicate the substance of the following statement (which may be changed in whole or in part by LNC from time to time), to its users periodically:
"LexisNexis online services and the materials contained therein are under copyright by LexisNexis. All rights reserved. No part of these Services may be used except for viewing and reading purposes, and the Services may not be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise without the prior written permission of the LexisNexis Canada Inc. Materials retrieved from the Services may not be duplicated in hard copy or machine-readable form without the prior written authorization of LexisNexis Canada Inc., except that limited reproduction of output is permitted solely for individual use by the Authorized User or internal distribution within the Subscriber in accordance with the terms of this Agreement unless further limited or prohibited by applicable copyright law. Under no circumstances may the materials or any portion thereof be used to create derivative products or services.”
8. WARRANTY
LNC represents and warrants that it has the full right and authority to make the Services available to the Subscriber and its Authorized Users pursuant to this Agreement.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND LNC, AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. LIMITATION OF LIABILITY
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 of the Services or any features thereof, (c) the Subscriber’s or Authorized User’s use of the Services (regardless of whether assistance was received from a Covered Party in using the Services), (d) the Subscriber or Authorized User’s use of any equipment in connection with the Services, (e) the content of the Services, or (f) any delay or failure in performance beyond the reasonable control of a Covered Party.
“Covered Party” means (a) LNC, its affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign LNC 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.
THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR MATERIALS SHALL NOT EXCEED THE AMOUNT OF FEES PAID DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. THE SUBSCRIBER’S RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES, WHICH THE SUBSCRIBER MAY HAVE AGAINST ANY COVERED PARTY.
THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.
10. MISCELLANEOUS
10.1 LNC represents and warrants that it has the full right and authority to make the Services available to the Subscriber and its Authorized Users pursuant to this Agreement.
10.2 These terms and conditions may be immediately changed by LNC by providing the Subscriber with written notice or, from time to time, by written agreement between the parties. The Subscriber’s license for access to the Services may be terminated immediately upon written notice to LNC if a material change is unacceptable. In the event of a material breach by Subscriber that remains uncured after 30 days, LNC may terminate the subscription for access to the Services. The effective date of termination will be 30 days from the date notice of the specific breach is provided. In the event of a material breach pursuant to Sections 3, 5, or 6 by the Subscriber or an Authorized User, LNC reserves the right to immediately suspend Subscriber’s access to and use of the Services without prior notice and to pursue any legal remedies available to LNC.
10.3 If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, the same shall not affect any of the other provisions of this Agreement and the parties will endeavor to replace the provision with a valid, lawful or enforceable one that most closely embodies the original intentions of the parties. Failure or delay by either party in exercising any right or power hereunder shall not operate as a waiver of such right or power.
10.4 Neither party shall bear any responsibility or liability for any losses arising out of any delay or interruption of their performance of obligations under this Agreement due to any act of God, act of governmental authority, act of the public enemy, or due to war, riot, flood, civil commotion, insurrection, labor difficulty, severe or adverse weather conditions, lack or shortage of electrical power, malfunctions of equipment or software programs or any other cause beyond the reasonable control of the party delayed.
10.5 Headings are for the convenience of the parties and have no legal effect.
10.6 If any federal, provincial or local sales, use, or similar taxes are under this Agreement, such taxes shall be charged to Subscriber Institution's account or the network or consortium as applicable. If such party is exempt from any such taxes, the tax shall not be charged upon receipt of a certificate of exemption.
10.7 Subscriber may not assign this Agreement without the prior written consent of LNC, which consent will not be unreasonably withheld.
10.8 Neither party may bring an action against the other party beyond two (2) years after the cause of action has occurred.
10.9 The following clauses shall survive the cancellation, expiration, or other termination of this Agreement: 4, 5, 7 and 9.
10.10 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada.
10.11 Each third party supplier of Materials has the right to assert and enforce these provisions directly on its behalf as a third party beneficiary.
10.12 Except as otherwise provided herein, all notices and other communications hereunder shall be in writing or displayed electronically in the Online Services by LNC. 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 LNC should be sent to Customer Service Dept., at customerservice@lexisnexis.ca with a copy to legal@lexisnexis.ca
