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PLEASE READ THIS LICENSE AGREEMENT (THIS "AGREEMENT") IN ITS ENTIRETY. BY CLICKING THE "NEXT" BUTTON, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT; (2) YOU ARE AUTHORIZED TO ACCEPT IT; AND (3) YOU AGREE TO ITS TERMS; IF YOU DO NOT ACCEPT THE TERMS CONTAINED HEREIN, CLICK THE "CANCEL" BUTTON BELOW.
YOU GRANT TO LN AND ITS AFFILIATES PERMISSION TO IDENTIFY YOU AS A SUBSCRIBER TO THE DIGITAL LIBRARY SERVICES
This Licence Agreement is between LexisNexis, a division of RELX (Greater China) Limited ("LexisNexis", "we" or "us") and the individual or institution to whom LexisNexis has agreed to supply the digital library services ("you" or "Subscriber") (and such license agreement, the "Agreement"). The following terms and conditions govern your use of the digital library services supplied by LexisNexis (the "Digital Library Services").
Other provisions that govern your use of the Digital Library Services are set forth in the Website Term, the General Terms and Conditions, and the Terms of Trade(if applicable), your order form, any agreed addendum, online descriptions of files, online notices following file selection, and individual documents retrieved from the Digital Library Services (collectively the "Additional Terms"), all of which are incorporated by reference into this Agreement.

DEFINITION

"Electronic Publication" includes, PDF, eBook, video, audio, or other Publications distributed electronically over the Digital Library Services.
"Online Browser Access" means online access to Electronic Publications over supported internet browsers.
"Reader Application " describes the Electronic Publications content platform developed, managed, and hosted by LN's third-party vendor for Subscriber to access the Electronic Publications.

LICENCE; RESTRICTIONS ON USE

  1. You are granted, during the term of this Agreement, a nonexclusive, revocable, non-transferable, limited license to access and use the Digital Library Services and Electronic Publication(s) from time to time made available by LexisNexis to you only for your internal purposes of: (a) research or study; and (b) providing professional services to your clients.
  2. You may access and use the Digital Library Services or Electronic Publication(s) via Online Browser Access or Reader Application. You must download the Reader Application and accept the Reader Application terms and conditions as may be amended from time to time and which are available through the [Terms and Conditions] link within the Reader Application ("Reader Application Conditions").
  3. You will be able to maintain Electronic Publication(s) that you have accumulated onto your device in perpetuity subject to the licence conditions in this Agreement and the Reader Application Conditions. Upon termination of a particular Electronic Publication subscription:
    1. you will not be required to delete any Electronic Publication from your device upon termination. You may continue to use the Electronic Publication purchased as at the date of termination and continue to use the Reader Application subject to the licence conditions in this Agreement and to the Reader Application Conditions, at your own risk;
    2. LexisNexis is not obliged to store, maintain, back-up, retrieve or restore any Electronic Publication that is lost or deleted by you;
    3. you will no longer receive content amendments, access to links within the Electronic Publication, updates to the Digital Library Services, Reader Application 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 Reader Application or Electronic Publication from termination. You may only receive updates in the Reader Application, as made generally available without fee, from time to time; and
    4. For the avoidance of doubt and where applicable, by maintaining each of your Electronic Publication subscriptions, you will receive updates to the content on those eBooks as and when available, as well as access to ongoing legal updates and technological changes to the Reader Application.
  4. You are granted a perpetual license to use any Electronic Publication purchased for as long as you do not, nor permit others to:
    1. create your own independently searchable database for commercial purposes;
    2. store, distribute or transmit any content through the Digital Library Services that: (i) is defamatory, libelous, pornographic or obscene (unless such content is reasonably related to professional responsibilities); or (ii) otherwise breaches any law, statute, regulation, standard, or code of practice of any relevant authority;
    3. attempt to disassemble, reverse engineer, reverse compile or otherwise reduce to human-perceivable form any of the Digital Library Services;
    4. use the Digital Library Services, Reader Application or Electronic Publication in any fashion that infringes the copyright or proprietary interests therein, including, but not limited to, exploiting the goodwill of LexisNexis, its trademarks, service marks, or logos;
    5. remove or obscure the copyright notices or other notices contained in the Digital Library Services, Electronic Publication;
    6. access or use the Digital Library Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Digital Library Services. Use of the Digital Library Services is permitted only via manually conducted, discrete, individual search and retrieval activities; or
    7. offer any part of the Digital Library Services for commercial resale or commercial redistribution in any medium or use the Digital Library Services to compete with the business of LexisNexis.
  5. Except otherwise provided in this Agreement, all right, title, and interest (including all copyrights and other intellectual property rights) in the Digital Library Services, Reader Application, Electronic Publication regardless of the form of medium, belong to LexisNexis or its third-party suppliers. You acquire no ownership of copyright or other intellectual property rights in the Digital Library Services, Reader Application, Electronic Publication or copies thereof, except the limited rights granted herein.
  6. You will deploy the Digital Rights Management (“DRM”) settings on the Digital Library Services as designated by LexisNexis that may restrict burning, copying, sharing, or printing of Electronic Publication. In the event LexisNexis learns of attempts to circumvent such DRM protections by you, LexisNexis shall in its sole discretion, be permitted to temporarily suspend and/or permanently terminate your access to the Digital Library Services.

    7. PRICE, PAYMENT, INVOICE, CREDIT

  7. Unless otherwise indicated, pricing (including any grand total, retail price, or other pricing, unless otherwise indicated) does not include tax. Advertised prices are subject to change without notice. The price for the license does not include any or title (edition) updates. Any discount offered by LexisNexis is at our discretion and subject to any conditions that LexisNexis may elect to impose. For example, discretionary discounts offered on hard copy products are only valid if you have a contemporaneous subscription to the online or digital format of that product. Therefore, if you cancel subscription to one format, then the costs of the other format will revert to the list price as at the anniversary date of the Term. Any promotional offer that LexisNexis makes is exclusive of and cannot be used with any other offer, promotion or discount. Unless otherwise indicated, promotions (including but not limited to discounts and bundles) are not available for resale or redistribution purchases.
  8. By submitting a purchase order online, you authorise us to carry out any credit checks with third parties as we may require. You authorise us to make any enquiries and to use, exchange or disclose any information which is disclosed through online purchasing or is obtained by us from any third party from or to any other credit provider or credit reporting agency: a) concerning your credit worthiness; and b) for the purpose of providing or obtaining a reference. We may impose credit limits which may be varied by us from time to time. If you exceed the credit limit the Digital Library Services and Electronic Publication will the withheld until the account is back within the credit limit.
  9. You will be directed to payment information page to fill in your billing information by submitting a purchase order and clicking the “checkout” button online. Payment will be collected and processed by a third party vendor, and you will be subjecting to such third party’s terms and conditions (if any) and/or privacy policy made available to you during payment process.

    10. LIMITED WARRANTY

  10. LexisNexis represents and warrants that ithas the right and authority to make the Digital Library Services and Electronic Publications Digital Library Services available pursuant to the terms and conditions of this Agreement.
  11. EXCEPT AS OTHERWISE PROVIDED IN THE IMMIDIATELY PRECEDING SENTENCE, THE DIGITAL LIBRARY DIGITAL LIBRARY SERVICES AND ELECTRONIC PUBLICATIONS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND LEXISNEXIS AND EACH THIRD-PARTY SUPPLIER EXPRESSLY DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

    12. LIMITATION OF LIABILITY

  12. 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 Digital Library Services available or not included therein; (b) the unavailability or interruption to the supply of the Digital Library Services or any features thereof ; (c) youruse or misuse of the Digital Library Services (regardless of whether you received any assistance from a Covered Party in using or misusing the Digital Library Services); (d) the loss or corruption of any data or equipment in connection with the Digital Library Services; (e) the content, accuracy, or completeness of Electronic Publication; (f) any delay or failure in performance beyond the reasonable control of a Covered Party; or (g) any content retrieved from the Internet even if retrieved or linked to from within the Digital Library Services, all regardless of whether you received assistance in the use of the Digital Library Services from a Covered Party.
  13. “Covered Party” means: (a) LexisNexis , and any officer, director, employee, subcontractor, agent, successor, or assign of LexisNexis; and (b) each third-party supplier of Materials, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third-party supplier or any of their affiliates.
  14. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE DIGITAL LIBRARY SERVICES OR THIS AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE DIGITAL LIBRARY 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 WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT (INCLUDING NEGLIGENCE) OR FOR ANY OTHER COMMON LAW OR STATUTORY CAUSE OF ACTION.
  15. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER YOU NOR THE COVERED PARTIES SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR DATA, OR OF ANY KIND WHATSOEVER INCLUDING, WITHOUT LIMITATION, LEGAL FEES, IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE DIGITAL LIBRARY SERVICESOR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A COVERED PARTY’S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR AUTHORISED USERS’) INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO LEXISNEXIS OR ITS THIRD-PARTY SUPPLIERS.
  16. The Digital Library Services and Electronic Publications 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. We do not undertake any obligation to consider whether the information provided to or by us for the purpose of our Digital Library Services and Electronic Publications (including answering a query) is either sufficient, up to date or appropriate for any particular or actual circumstances. 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 Digital Library Services or the Electronic Publications or in the Agreement, nor any receipt or use of the Digital Library Services or the Electronic Publications, 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.

    17. DELIVERY, RETURN, TERMINATION

  17. Orders for Electronic Publication are accepted by us subject to availability. LexisNexis has no liability for any loss of trade or profit to you as a result of delay in delivery or delivery of incorrect or faulty goods. Risk in Electronic Publication and Digital Services passes to you on delivery. Title to Electronic Publication and Digital Services will pass to you on payment in full. Time is not of the essence for delivery of Goods and Digital Services and our liability for incorrect delivery or failure to deliver is limited as set out in Limitation of Liability clauses.
  18. Claims for inaccurate or partial delivery must be notified to us within 7 days of the date of purchase.
  19. All Electronic Publications, downloadable content, and software purchases are non-cancellable, nonrefundable and nonreturnable. Additionally, notwithstanding anything to the contrary, any items marked or identified at the time of sale as non-returnable, final sale, or the like, regardless of format, media, or type of purchaser are non-cancellable, nonrefundable and nonreturnable.
  20. If you: (a) breach this Agreement or otherwise infringe on any intellectual property rights granted herein; or (b) breach or otherwise fail to comply with any other obligation in this Agreement (including payment obligations), without prejudice to any other legal remedies available to LexisNexis under applicable law, LexisNexis may, without notice to you, suspend or terminate this Agreement. Without limiting the generality of the foregoing, if you fail to pay any sum properly due hereunder, LexisNexis reserves the right to seek enforcement of the full contract sum as well as to seek recovery of legal costs and other expenses incurred by LexisNexis in connection with your breach

    21. PERSONAL DATA PROTECTION

  21. “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.
  22. You are responsible for the legality of the personal data that you provide to LexisNexis in connection with the Digital Library Service or this Agreement. If and to the extent that you provide personal data to LexisNexis for account registration or otherwise, the parties acknowledge that such information will be processed by LexisNexis in accordance with the data protection laws and the LexisNexis privacy policy applicable to the Digital Library Services at https://www.lexisnexis.com/global/privacy/privacy-policy.page, except where LexisNexis is processing such information on your behalf, the terms of the LexisNexis Data Processing Addendum at https://www.lexisnexis.com/global/privacy/processing-terms.page will apply.
  23. If and to the extent that you transfer personal data to us 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 you are the “data exporter,” we are the “data importer,” the optional clauses are omitted, and the content of the applicable annexes corresponds to the respective content of this Agreement, unless the parties may rely on an alternative transfer mechanism or basis under the data protection laws.

    24. MISCELLANEOUS

  24. Notices. Notices sent by you to LexisNexis should be sent to your account manager or LexisNexis’ Customer Support department either by prepaid post to the address on the most recently delivered invoice or by email to the email address provided by your account manager, in any case, with a copy by email to help.hk@lexisnexis.com. Such notices must state your name and (where applicable) account number. Notices sent by us will be sent to your last known address or email address LexisNexis has on record.
  25. Force Majeure. Non-performance of either party will be excused to the extent that performance is rendered impossible where failure to perform is a result of actions omissions or circumstances beyond the reasonable control of the non-performing party, such as fire, weather, civil disturbance, act of military or court or governmental authority, strike (provided such strike is not caused by that party’s employees), change in law or other governmental regulations or act of God.
  26. Purchase Orders. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that you may use in connection with this Agreement will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure by LN to object to such terms, provisions or conditions.
  27. Governing Laws and Dispute Resolution. This Agreement 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.
  28. Waiver. The waiver by either party of breach or default or any provision under this Agreement shall be limited to the particular instance and does not constitute the waiver of any subsequent breach or default or any future waiver of such or any other provision. If anything in this Agreement is unenforceable, illegal or void then it is severed, and the rest of this Agreement remains in force and will be enforced to the maximum extent permissible by applicable law to affect the intent of the parties.
  29. Trademarks. You grant to LexisNexis the limited right to use and display any trademarks, logos or service marks (collectively, “Subscriber Trademarks”) provided by you to LexisNexis for the express purpose of co-branding your customized adaptation of the Digital Library Services or White labeled/Co-branded site. LN shall not use the Subscriber Trademarks for any other purpose. You represent and warrant you own the Subscriber Trademarks or haves all necessary rights to grant this license to LexisNexis.
  30. Entire Agreement. This Agreement and the order form constitute the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter.
  31. Sanctions. 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).