Terms and Conditions
of use for the LexisNexis Services
NOTICE: THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF THE LEXISNEXIS SERVICES IF YOU ARE AN AUTHORIZED USER IN AN ORGANIZATION THAT HAS ACCEPTED THESE TERMS IN WRITING. OTHERWISE, YOUR USE OF THE SERVICES IS SUBJECT TO THE TERMS AND CONDITIONS EXECUTED BETWEEN YOUR ORGANIZATION AND LEXISNEXIS.
November 1, 2021
The terms and conditions listed below (the “General Terms”) govern your use of the online services (the “Online Services”) and materials available therein (“Materials”) provided by LexisNexis, a division of LexisNexis Legal and Professional Services Korea Ltd and its affiliated companies (collectively “LN”). The terms “you” and “your” in uppercase or lowercase shall mean the entity as set out in the Order Form (e.g., company, corporation, partnership, sole proprietor, etc.) or government agency entering into a Subscription Agreement with LN and the terms “we” and “us” in uppercase or lowercase shall mean LN or LexisNexis.
1. GRANT OF RIGHTS; RESTRICTIONS ON USE
1.1 You and your Authorised Users (defined below in Clause 2.1) are granted a non-exclusive, non-transferable, limited right to access and use for research purposes the Online Services and Materials made available to you. The rights granted to you and each Authorised User are as follows:
(a) The right to electronically display Materials retrieved from the Online Services for the Authorised User's individual use (e.g., no Authorised User may network others via LANs, WANs, intranets or the Internet), subject to the Supplemental Terms for Specific Materials at Supplemental Terms.
(b) The right to email, fax, download or make printouts using the commands of the Online Services and the right to create a single printout of Materials accessed or downloaded by any other means (collectively, “Authorised Printouts”);
(c) With respect to all Materials, the right to download using the commands of the Online Services and store in machine readable form for no more than 90 days, primarily for that Authorised User's exclusive use, a single copy of insubstantial portions of those Materials included in any individually searchable file or content source in the Online Services, to the extent the storage of those Materials is not further limited or prohibited by the Supplemental Terms;
(d) Notwithstanding anything to the contrary herein, the right to (1) excerpt or quote insubstantial portions of Materials in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law; (2) distribute Authorised Printouts to persons who are not Authorised Users (including by emailing through the functionality of the Online Services) on an occasional, infrequent basis as permitted by applicable copyright law; and (3) store Materials for periods in excess of the periods set forth above to the extent required for legal or regulatory compliance provided all other Materials are purged promptly upon the expiration of this Subscription Agreement; and
(e) For the avoidance of doubt, downloading and storing Materials in an archival database is prohibited. The Online Services and the Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorised access and use. Non-authorised user is not permitted to access or use the Online Services for any purpose whatsoever. If a non-authorised user have access and use the Online Services or Materials without authorisation through the access granted upon the Agreement, its access and use will be governed by these General Terms and the Subscriber will be liable to LN for any breach of the General Terms as well as for unauthorised access and payment for use at the rates in the applicable price schedule.
1.2 To the extent permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms, you and your Authorised Users may make copies of Authorised Printouts and distribute Authorised Printouts and copies within your organisation.
1.3 Except as specifically provided in Clauses 1.1 and 1.2, you and your Authorised Users are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using Materials retrieved from the Online Services. You may not exploit the goodwill of LN, including its trademarks, service marks, or logos without the express written consent of LN. Additionally, under no circumstances may you or any Authorised User offer any part of the Online Services or Materials for commercial resale or commercial redistribution in any medium or use the Online Services or the Materials to compete with the business of LN.
1.4 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and Materials in any medium belongs to LN or its third-party suppliers of Materials. RELX Group and the RE symbol are trademarks of RELX Group plc, used under license. Neither you nor your Authorised Users acquire any proprietary interest in the Online Services, Materials, or copies thereof, except the limited rights granted herein.
1.5 Neither you nor your Authorised Users may use the Online Services or Materials in any fashion that infringes the intellectual property rights, privacy rights or proprietary interests of LN or any third party. Your use of the Online Services and Materials must comply with all applicable laws, rules and regulations.
1.6 Neither you nor your Authorised Users may remove or obscure the copyright notice or other notices contained in Materials.
1.71.7 Other provisions that govern use of the Materials are set forth in the applicable price schedule, the Supplemental Terms, online descriptions of files, online notices following source selection, and individual documents retrieved from the Online Services (collectively, the “Additional Terms”), all of which are incorporated by reference into this Subscription Agreement.
2. ACCESS TO SERVICES
2.1 Only your employees, temporary employees, students, partners/members, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Online Services and Materials (“Authorised Users”). Without limitation, external professional service providers such as attorneys, accountants, outsourcers and public relations firms are specifically excluded from being Authorised Users. (a) Your access to the Online Service will be authenticated by identification numbers and passwords assigned by LN (“User IDs”). You agree that each User ID may only be used by the Authorised User to whom LN assigns it and that the User ID may not be shared with or used by any other person, including other Authorised Users. You will manage your roster of Authorised Users and will promptly notify LN to deactivate an Authorised User's User ID if the Authorised User is no longer authorised by you or you otherwise wish to terminate the Authorised User's access to the Online Services. You are responsible for all use of the Online Services accessed with User IDs issued to your Authorised Users, including associated charges, whether by Authorised Users or others. You will use reasonable commercial efforts to prevent unauthorised use of User IDs assigned to your Authorised Users and will promptly notify LN, in writing, if you suspect that a User ID is lost, stolen, compromised, or misused. (b) You are neither identified on, nor shall you provide access to the Online Services to any individuals or entities identified on, (a) OFAC’s list of Specially Designated Nationals (“SDN 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) any other applicable sanctions lists, or (e) any person 50 percent or more owned, directly or indirectly, individually or in the aggregate by a person(s) identified in (a) through (d).
2.2 Use of the Online Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by LN in writing, use of the Online Services is permitted only via manually conducted, discrete, individual search and retrieval activities.
2.3 To comply with local privacy, data protection and other laws, each User ID is country specific and may not be used outside the country for which it is issued, except for short periods not to exceed 30 continuous days. If LN suspects use of a User ID outside the country of issue for a period in excess of 30 continuous days, LN may suspend the User ID or require you to use and pay for a User ID for the relevant country. On request, LN will issue a geographically compliant User ID.
2.4 The Online Services, Materials, and feature functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise changed by LN without notice.
2.5 Subject to Clause 2.4 above, the Online Services may contain a feature that will allow your Authorised Users to create work folders or workspaces (“Folders”) from within research sessions that are associated solely with their respective User IDs. The Folders are designed to allow your Authorised Users to save copies of Materials made available by LN, as well as links to Materials. LN represents and warrants that: (a) the Folders will be under the exclusive control of your Authorised Users; and (b) LN will not access or otherwise review the content of Folders without your authorisation. Notwithstanding the foregoing, LN may access or disclose the content of Folders to the extent necessary to facilitate features and functions of the Online Services and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding. Authorised Users are solely responsible for the content of their respective Folders. You represent and warrant that the Authorised Users have the right and authority to upload any and all content to the Folders that is not provided by LN. Authorised Users are prohibited from uploading content to the Folders that is defamatory, libelous, pornographic or obscene, unless such content is reasonably related to professional responsibilities. You agree to indemnify, defend, and hold LN harmless for any and all claims, damages, costs, fines and expenses that LN may incur as a result of you or your Authorised Users' use of the Folders or any content uploaded to the Folders, excluding LN Materials. Authorised Users are solely responsible for securing or saving the content of their respective Folders before the expiration or termination of this Subscription Agreement, if desired. LN has no obligation to provide the content of Folders to you or your Authorised Users after the termination of this Subscription Agreement. All LN Materials contained in Folders remain subject to the storage limitations and other license terms and restrictions set forth in this Subscription Agreement.
3. LIMITED WARRANTY
3.1 LN represents and warrants that it has the right and authority to make the Online Services and Materials available to you pursuant to these General Terms.
3.2 SUBJECT TO CLAUSE 3.1 AND TO THE MAXIMUM EXTEND PERMITTED BY LAW, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND, UNLESS EXPRESSLY STATED TO THE CONTRARY IN THIS SUBSCRIPTION AGREEMENT, WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, BY STATUTE, TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION THAT THE ONLINE SERVICES AND MATERIALS ARE OR WILL BE COMPLETE OR FREE FROM ERRORS OR THAT INFORMATION WILL CONTINUE TO BE AVAILABLE TO US TO ENABLE US TO KEEP THE ONLINE SERVICES AND MATERIALS UP-TO-DATE.
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 Service or any features thereof or any Materials, (c) your or an Authorised User's use of the Online Services or Materials, (d) the loss or corruption of any data or equipment in connection with the Online Services, (e) the content, accuracy, or completeness of Materials, all regardless of whether you received assistance in the use of the Online Service from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, (g) any content retrieved from the internet even if retrieved or linked to from within the Online Services or (h) any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of our obligations under this Subscription Agreement (other than liability for death or personal injury).
4.2 “Covered Party” means (a) LN and any officer, director, employee, subcontractor, agent, successor, or assign of LN; 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 of Materials or third party alliance entity or any of their affiliates.
4.3 TO THE FULLEST EXTENT PERMISSIBLE 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 ONLINE SERVICES OR MATERIALS OR THIS SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE 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.
4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, 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. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR AUTHORISED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO LN OR ITS THIRD-PARTY SUPPLIERS.
4.5 Notwithstanding anything to the contrary in this Clause 4: (a) Our liability to you for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this Subscription Agreement shall, to the extent permitted by law, be limited to our option either (i) procure for you the right to continue using the Online Services or ,(ii) replace or modify the Online Services, or (iii) terminate this Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed charges. (b) Our liability to you for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that you caused or contributed to that loss or damage. (c) The provisions of Clauses 4.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein.
4.6 (a) Subscriber is responsible for the appropriate use and adaptation of LN Materials for its own use and in the provision of advice and services to your clients, if any. (b) Subscriber recognizes and accepts that (i) the Materials are provided for reference purposes only and are not intended, nor should they be used, as a substitute for professional advice or judgment or to provide legal advice with respect to particular circumstances. LN does 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. While 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 in circumstances where loss or damage may result; and (ii) LN does not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a practicing 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 lawyer-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of LN.
4.7 Any User IDs issued by us to an Authorised User is personal and confidential to that Authorised User. If we suspect that any password/ User ID is being used by an unauthorised user or a different Authorised User to the person to whom it was issued, that password/User ID may be cancelled and you may be liable for additional charges, in accordance with our then current price list or catalogue for the applicable Services, in respect of any such unauthorised use.
5. PERSONAL DATA PROTECTION
5.1 “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 data protection laws use equivalent or corresponding terms, such as ‘personal information’ instead of ‘personal data”, they will be read as the same.
5.3 If and to the extent that you transfer personal data to LN in a territory outside the originating territory, the LexisNexis Data Transfer Terms at https://www.lexisnexis.com/global/privacy/transfer-terms.page will apply as necessary in respect of such transfer.
6.1 This Subscription Agreement is for the Initial Period from the Effective Date which is stated in the Order Form (the "Term") and any Renewal Period (as defined below). In the event that no notice of termination in writing has been received by us at least 90 days before expiry of the Term or any Renewal Period, this Subscription Agreement shall continue for further periods of one year, commencing immediately after the Term (each a "Renewal Period") and so on for subsequent Renewal Periods. In such circumstance, the total fee to be paid by you for each Renewal Period will be an amount equal to the annual price paid in the final year of the Term (or last Renewal Period as the case may be) plus an additional amount as we shall determine in our discretion or a pre-determined annual adjustment as specified in your Order Form. LN may discuss alternative terms with you in such circumstances, but any such discussions shall be strictly without prejudice to the provisions of this Clause 6.1 and unenforceable unless agreed in writing and signed by both parties.
6.2 Charges and payment terms may be changed in accordance with your applicable price schedule and Clause 6.1; all other provisions of this Subscription Agreement may be changed by us immediately upon notice. Your subscription for access to the Online Services may be terminated by you upon written notice to us if any such change is unacceptable to you, excluding changes to charges that are in accordance with Clause 6.1. For termination to be effective under this clause, we must receive your notice of termination within 30 days of the date of our notice to you. Continued use of the Online Services following any change constitutes acceptance of the change.
6.3 LN may terminate this Subscription Agreement (in whole or in part) by giving at least 60 days' notice. Our only obligation in this event shall be the pro rata refund of any charges paid in advance for the remaining Term (or Renewal Period, as applicable). On termination of this Subscription Agreement, any licence granted under this Subscription Agreement other than any perpetual licence granted hereunder, terminates (including the licence in Clause 1.1)
6.4 We may suspend or discontinue providing the Online Services to you without notice and pursue any other remedy legally available to us (including enforcing payment of charges) if you fail to comply with any of your obligations in this Subscription Agreement (including payment obligations) and will seek our legal costs and other expenses incurred from you.
6.5 We may terminate this Subscription Agreement with immediate effect if you are in material breach of this Subscription Agreement or if a resolution for winding up is passed by you, or a court order is made for your winding up or a petition is presented for your winding up, an encumbrancer takes possession or a receiver is appointed over any of your property or assets, if you make any voluntary arrangement with your creditors or become subject to an administration order, go into liquidation or anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to you or if you cease, or threaten to cease, to carry on business in which case (and without prejudice to any other rights we may have) you will not be entitled to any refund of any charges paid in advance and any charges due shall become payable immediately.
6.6 You shall not disclose to any third-party details of this Subscription Agreement or any of the negotiations undertaken in relation to this Subscription Agreement, including any details of Online Services provided, pricing or discounting terms, without our prior written consent.
6.7 Except as otherwise provided herein, all notices and other communications to you hereunder shall be in writing or displayed electronically in the Services by the provider thereof. Notices to you shall be deemed to have been properly given on the date posted, if posted; on the date first made available, if displayed in the Services; or on the date received, if delivered in any other manner. Notices to us should be sent to your account representative.
6.8 The failure of you, LN, 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. Any waiver by LN of any of these General Terms shall be limited to the particular instance and shall not operate or be deemed to operate as a future waiver of that or any other term.
6.9 Neither you nor any Authorised User may assign your rights or delegate your duties under this Subscription Agreement without the prior written consent of LN, which consent shall not be unreasonably withheld. This Subscription Agreement and any amendment thereto shall be binding on and will inure to the benefit of the parties and their respective successors and permitted assigns.
6.10 This Subscription Agreement shall be governed by and interpreted according to the laws of the Republic of Korea, regardless of the law that might apply under applicable principles of conflicts of law. All disputes or controversies regarding this Subscription Agreement shall be settled through the parties’ negotiations in good faith. The courts in Seoul, South Korea shall have the exclusive jurisdiction over any disputes between the parties provided any dispute in connection with this Subscription Agreement shall first be referred to the Seoul International Dispute Resolution Centre (SIDRC) for arbitration which shall be conducted in accordance with the Arbitration Act of Korea in effect at the time of applying for arbitration. The language of the arbitration shall be English.
6.11 Nothing in this Subscription Agreement shall be deemed to create any right in any person or entity that is not a party to this Subscription Agreement except as specifically provided in this Subscription Agreement and this Subscription Agreement shall not be construed in any respect to be an agreement in whole or in part for the benefit of any other party, person, or entity. No consent of third party is required for any variation or termination of this Subscription Agreement.
6.12 Where applicable, each affiliated company of LN and each third-party supplier of Materials has the right to assert and enforce the provisions of this Subscription Agreement directly on its own behalf as a third party beneficiary.
The following additional terms only apply to Subscriber’s use of specific services:
For Subscribers subscribing to Practical Guidance: in addition to other rights granted under these General Terms, you may copy, revise, customise and use the forms, precedents and checklists in the Materials for the purposes of any matter on which you are advising; and make available to clients, potential clients and others copies of such Materials 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.
For Subscribers subscribing to PSL:
PSL1. In relation to your use of PSL, you may, in addition to other rights granted under these General Terms and Conditions: (a) copy, revise, customise and use the applicable Materials for the purposes of any matter on which you are advising; and (b) make available to clients, potential clients and others copies of the applicable Materials (other than answers to queries, see clause PSL3) on a reasonable, non-systematic basis that is not commercially prejudicial to us, subject to crediting us (and third parties where such material is attributed to them).
PSL2. You must not provide us with any confidential information which might: (i) identify the parties involved in a particular matter or identify a dispute; or (ii) breach any legal or professional duty.
PSL3. If we answer a query raised by you through our LexisAsk service (or otherwise), 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. You must consider all answers using your professional skills, and where used by you, you will do so at your own risk.
PSL4. You recognise and accept that we may give answers to the same or similar queries asked by any of our customers and that any conflict which might arise between customers is waived.
PSL5. 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 practising lawyers. Nothing in the Online Services, or the Materials 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 lawyer-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of us or our staff.
PSL6. Where, as a result of the use of any Online Service, you upload, store or post any content, whether by the adaptation or amendments of our Materials or otherwise (the "Customer Materials"), you hereby grant to us a non-exclusive, non-transferable licence to incorporate the Customer Materials into the Online Services and Materials from your use and the use of any other customers/Authorised Users.
PSL7. 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.