This agreement is between RELX (UK) Limited (company number 2746621) trading as 成人影音 ("LN", "we", "us" or "our") and the Organisation name you provided to LN when signing up for a free trial ("you", "Customer"). The following terms and conditions ("General Terms") govern your use of the LN services supplied by us (the "Online Services") and the materials available therein ("Materials"). These General Terms, together with the order form and Additional Terms (as defined below) shall be referred to as the "Agreement".
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 Additional Terms (as defined below);
(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, "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 or territories (collectively, "Authorised Legal 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 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 Additional Terms;
(d) with respect to Materials that are United States patents ("Authorised 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 Authorised Legal Materials and Authorised 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, 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 Additional Terms.
1.2 You must not:
(a) store, distribute or transmit any content through the Online Services that is unlawful, dishonest, fraudulent, libellous, harmful, aggressive, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, or discrimination based on gender, colour, race, religious belief, sexual orientation, disability, or any other illegal activities; or breaches any laws, statute, regulations standards, or codes of practice of any relevant authority;
(b) attempt to disassemble, reverse engineer or reverse compile, or otherwise reduce to human-perceivable form any of the Online Service;
(c) use the Online Services or Materials in any fashion that infringes our or our licensors' copyright or proprietary interests;
(d) 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 benefitor; or
(e) remove or obscure any copyright notice or other notices contained in Materials.
1.3 Except as specifically provided in clause 1.1, 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.
2. ACCESS TO SERVICES
2.1 Subject to clause 2.2 below, only employees authorised by the subscribing organisation and named on the attached order form may access and use the Online Services (“Authorised Users”).
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 You must ensure that each person having access to the Online Services and Materials:
(a) is an Authorised User; and
(b) is using those Online Services and Materials only in accordance with these General Terms and the Additional Terms and you will be liable for their acts and omissions at all times.
3. ADDITIONAL TERMS
3.1 Certain Materials and Online Services will be subject to supplemental terms and conditions published online, on a CD or within a publication or product, 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.
3.2 In the event of any conflict between these General Terms and the Additional Terms, the Additional Terms will prevail.
4. LIMITED WARRANTY
4.1 LN warrants that it has the right and authority to make the Online Services and Materials available pursuant to these General Terms.
4.2 EXCEPT AS OTHERWISE PROVIDED IN CLAUSE 4.1, 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.
5. LIMITATION OF LIABILITY
5.1 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) your use or misuse 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;
(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.
5.2 "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.
5.3 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.
5.4 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.
5.5 The Materials are provided for reference purposes only and are not intended, nor should they be used, as a substitute for professional advice or judgement or to provide legal advice with respect to particular circumstances.
5.6 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.
6. SPECIFIC TERMS FOR LEXISNEXIS LEGAL AND TAX PRODUCTS USERS
6.1 You may: (a) search, view, copy and print out the Material for your own business purposes;
(b) copy, revise, customise and use the Materials for the purposes of any matter on which you are advising;
(c) make available to clients, potential clients and others copies of the Materials (other than answers to queries, see clause 6.3) 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; and
(d) store insubstantial electronic copies of the Materials for more than 90 days 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.
6.2 You must not provide us with any confidential information for the purpose of a query which might: (i) identify the parties involved in a particular matter or identify the dispute; or (ii) breach any legal or professional duty.
6.3 In the event that we answer a query raised by you, you shall not provide this or any answer supplied by us to you to any client or other third party or permit any client or other third party to be aware of or rely upon our provision of such an answer without the answer first being considered by you using your professional skills, and where adopted by you, being incorporated into your own advice to your client.
6.4 You recognise and accept that we may give answers to the same or similar queries asked by any of our subscribers and that any conflict which might arise between subscribers is waived.
6.5 You are solely responsible for the appropriate use and adaption of our Materials for your own use and in your provision of advice and services to your clients or potential clients.
6.6 You recognise and accept that our employees may not be practising solicitors or barristers. You must inform any individuals using the Online Service on your behalf that neither we nor our employees are giving legal advice either as practising solicitors or barristers or otherwise.
6.7 You agree to maintain adequate and appropriate professional indemnity insurance in relation to any professional services you provide that rely on the Online Services or incorporate any of the Materials.
6.8 You recognize and accept that;
(a) 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; and
(b) 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 Online Services, or the Materials or in the 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 solicitor-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of us or our staff.
6.9 Where, as a result of the use of any Online Service, you upload, store or post any content whether by the adoption or amendments of our Materials or otherwise (the "Customer Materials"), you hereby grant to us a non-exclusive licence to incorporate the Customer Materials into the Online Services and Materials from your use and the use of any other customers/Authorised Users.
6.10 You shall indemnify and keep us indemnified on demand against any loss, injury, claim, liability or damage of any kind that we suffer or incur as a result of any infringement of a third party’s intellectual property rights by the Customer Materials.
7. SPECIFIC TERMS FOR NEXIS, CASELEX, MLEX AND LAW360 USERS
7.1 In respect of Materials comprised of Nexis content (“Nexis Materials”) notwithstanding anything else stated in this Agreement you may only share Nexis content with Authorised Users.
7.2 Additionally, You may not use the Nexis Materials 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.
7.3 We are the sole owners of all Intellectual Property Rights (including for the avoidance of any database rights) in and to the Materials. The parties acknowledge that the Official Publications are owned by third parties (as it consists of public statements and content). While the Supplier will use its reasonable endeavours to ensure that the Official Publications included in the Service are accurate, it does not guarantee the accuracy, quality or completeness of the Official Publications and the Supplier accepts no liability in relation to the Official Publications whatsoever or for any reliance on them.
7.4In respect of MLEX® content you will not, and you will procure that the Authorised Users will not, forward or impart the MLEX content to any journalist, news or media organisation or to any other individual employed by or independently contracted to any news or media organisation, in whole or in part in any way.
7.5 In respect of Materials comprised of Law360® content (“Law360 Materials”) and the Nexis Materials (together the “Restricted Materials”), you shall not engage in any Mass Distribution (as defined below) without the express prior written consent of us; unauthorized Mass Distribution by you shall be immediate grounds for suspension of your account and/or termination of your access to the Law360 or Nexis services. “Mass Distribution” means (i) the use, publication or inclusion of any Restricted Materials (in whole or in part) obtained through use of the Online Services in (x) any press releases, blog postings, newsletters, articles, bulletin boards, or any other publicly accessible publications or (y) any communication by any User (including, without limitation, via email or facsimile) containing specific content of the Restricted Materials (subject to clause 7.6), (ii) configuring or automating email (or other) alert functionality on behalf of any non-Authorised User or distributing the content of any Restricted Materials to any non-Authorised User, (iii) utilising or distributing any Restricted Materials for marketing and/or promotional purposes or otherwise establishing or allowing establishment of the Law360 or Nexis services as a service bureau for any third party, or (iv) otherwise using the Restricted Materials or services in any manner that (x) replicates, or seeks to replicate, in whole or in part, the Restricted Materials or the Lexis360 or Nexis services; or (y) undermines the ability of us, as determined in our sole discretion, to market or sell any of our services, including the Online Services, to any third party.
7.6 Subject to clause 7.7, and without prejudice to clause 7.5(i)(y), you may distribute specific content within the Law360 Materials to non-Authorised Users provided you do not send to ten (10) or more individuals. If you wish to distribute particular Law360 Materials to more than ten (10) individuals outside of your organization, please contact your account manager.
7.7 Any distribution of Law360® Materials permitted hereunder must comply with clause 1.2(e) hereof. Subject to clause 7.5 and 7.6, you shall have the limited right to use or excerpt portions of Law360 Materials so long as all such content is properly attributed to us. Any copyright notice appended by you to distributed content of the Law360 Materials should be in a form substantially similar to the following: “Copyright [Current Year] Portfolio Media, Inc.”
7.8 You acknowledge and agree that we may, in our sole discretion, opt to not publish or otherwise make available the Law360® services, either in whole or in part, on any United States holiday or on any court holiday. We may, in our sole discretion, determine to change, add, or remove publication holidays hereunder.
8. DATA PROTECTION AND ANALYTICS
8.1 You are responsible for ensuring the legality of the personal data that you or Authorised Users provide to LN. To the extent that you or Authorised Users provide personal data to LN for account registration or otherwise, the parties acknowledge and agree that such information will be processed by LN in accordance with the data protection laws, the 成人影音 Privacy Policy at and the 成人影音 Data Processing Addendum at (“DPA”). Terms used but not defined in this Section 8.1 shall have the meanings ascribed to them in the DPA.
8.2 On request, we will provide you with data and analysis of Authorised Users' usage of the Online Services and Materials ("Analytics"). Analytics data will clearly identify individual Authorised Users and will detail their activity (including but not limited to documents and content accessed, printed, emailed, downloaded, searched). We will provide the Analytics to you on the strict condition that:
(a) you will not use it for any purpose other than supporting internal decision making processes, policing use of the Online Services and Materials; product adoption activities carried out with us; and assessing levels of use;
(b) the Analytics data is not to be shared with any third parties without our prior written consent;
(c) you are solely responsible for providing any required notices and obtaining any required consents and authorisations of the Authorised Users to all use of the Analytics data;
(d) you shall indemnify us and our affiliates on demand from and against any loss, liability, damages, claims, fines, penalties, costs and expenses incurred as a result of any third party claim against us arising out of or in connection with any failure by you to comply with the provisions set out in this clause 8.
8.3 You will immediately stop using and delete all Analytics on termination or expiry of this Agreement or otherwise at our direction.
9. MISCELLANEOUS
9.1 This Agreement is for the number of days set out in the Order Form or as otherwise specified and agreed by LN. 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 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.
9.2 Either party may terminate access to the Online Services. 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.
9.3 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.
9.4 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 with a copy sent to the Head of UK Legal at our main London office address set out on our company website.
9.5 The failure of either party 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.
9.6 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.
9.7 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.
9.8 Other than as detailed in clause 9.7, this Agreement does not confer any rights on any person or part (other than the parties to this Agreement) under the Contracts (Rights of Third Parties) Act 1999.
9.9 This Agreement, including terms on our website that are incorporated by reference (as may be updated from time to time) contains the entire agreement between the parties relating to the provision and use of the Online Services and the Materials and it supersedes any prior agreements, representations or understandings between the parties (whether oral or in writing) unless expressly incorporated by reference in this Agreement.
9.10 The Customer represents and warrants on an ongoing basis that it and the Authorised Users (a) are not Sanctioned Parties (as defined below); (b) will not provide access to the Online Services and Materials to any Sanctioned Party; (c) will not access the Product from a country subject to Sanctions List (as defined below) and/or applicable embargoes; and (d) will not use any Sanctioned Party in any manner in connection with this Agreement. Breach of this clause shall entitle 成人影音 to terminate immediately on written notice, without prejudice to any other rights available by law or contract. “Sanctions List” means each of (a) OFAC’s list of Specially Designated Nationals (“SND 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) BIS’s Entity List; or (e) any other application sanctions lists. “Sanctioned Party” means any person (entity or individual) who is subject to sanctions or export controls imposed by the United States, United Kingdom, European Union or other applicable authority, including, but not limited to any person (a) identified on any Sanctions List; or (b) who is 50 percent or more owned, directly or indirectly, individually or in the aggregate, or otherwise controlled by, any person identified in (a).
9.11 This Agreement, (and any non-contractual obligations arising out of or in connection with it) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any claims or disputes which may arise under or in connection with this Agreement (including any non-contractual claims or disputes).