Terms & Conditions

Terms & 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

1. Services

1.1 You and your Authorised Users are granted a nonexclusive, nontransferable, limited right to access and use the Databases and Information and Materials made available to you for the research purposes of accessing the Databases and Information. The rights granted to you and each Authorised User are as follows: (a) The right to electronically display Materials retrieved from the Services for the Authorised User's individual use (e.g., no Authorised User may network others via LANs, WANs, intranets or the Internet). (b) The right to obtain a printout of Materials is limited to a printout of a reasonable portion of the Materials using the printing commands of the service used to view the Databases and Information, or your web browser software, and the creation of a single printout of a reasonable portion of the Materials downloaded via downloading commands of the service used to view the Databases and Information, or your web browser software (collectively, "Authorised Printouts"); and (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 using the downloading commands of the service used to view the Databases and Information, 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 electronic copies of the Materials may be stored beyond the time restriction referred to in this Clause 1.1(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 contained in the Databases and Information. 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.

1.2 To the extent expressly permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms for Specific Materials, you may make copies of Authorised Printouts and distribute Authorised Printouts and copies.

1.3 Except as specifically provided in Clauses 1.1 and 1.2, you are otherwise prohibited from downloading, storing, reproducing, transmitting, printing, copying, distributing, or using Materials retrieved from the Services. You may not print or download Materials without using the printing or downloading commands of the Services or your web browser software. All access to and use of the Databases and Information via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Use of the Databases and Information is permitted only via manually conducted, discrete, individual search and retrieval activities.

1.4 All right, title, and interest (including all copyrights and other intellectual property rights) in the Databases and Information (in both print and machine-readable forms) belong to us or our third party suppliers. You acquire no ownership of copyright or other intellectual property rights or proprietary interest in the Databases or Information, Materials or copies thereof.

1.5 Except as specifically provided herein, you may not use the Databases and Information accessed through the Services in any fashion that infringes the copyright or proprietary interests therein.

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

1.7 Other provisions that govern your use of the Databases or Information 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 (collectively, the "Additional Terms"), all of which are incorporated by reference into the Agreement.

2. ACCESS TO SERVICES

2.1 Only your employees and support personnel authorised by both us and you shall be entitled to access and use the Databases and Information through the Services (“Authorised Users”).

2.2 Except for use incidental to occasional, short-term travel, you may not use an identification number to access the Services and Materials 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 Services.

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

2.5 You must ensure that each person having access to the Databases and Information through the Services: (a) is an Authorised User; and (b) is using the Databases and Information only in accordance with the Agreement and the Additional Terms.

3. LIMITED WARRANTY

3.1 We represent and warrant that we have the right and authority to render the Services and provide you with use and access to the Databases and Information pursuant to the Agreement.

3.2 EXCEPT AS OTHERWISE PROVIDED IN CLAUSE 3.1, THE DATABASES AND INFORMATION, AND THE MATERIALS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND WE MAKE NO EXPRESS WARRANTIES, INCLUDING WITHOUT LIMITATION THAT THE DATABASES AND INFORMATION 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 DATABASES AND INFORMATION UP-TO-DATE.

4. LIMITATION OF LIABILITY

4.1 To the maximum extent permitted by law, 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 Databases and Information available or not included therein, (b) any unavailability or interruption to the supply of the Databases and Information through the Services, (c) your use or misuse of the Databases and Information or Materials (regardless of whether you received any assistance from a Covered Party in using or misusing the Databases and Information), (d) your use of any equipment in connection with the Databases and Information, (e) the content of Material , (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 the Agreement.

4.2 "Covered Party" means (a) us, our affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of us or our affiliates; and (b) each third party supplier of the Databases and Information, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of the Databases and Information or any of their affiliates.

4.3 Our liability to you for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by the Agreement shall, to the extent permitted by law, be limited at our option to supplying the Services again or paying for their re-supply. Nothing in the Agreement is intended to exclude liability for death or personal injury resulting from any negligence by us.

4.4 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.

4.5 SUBJECT TO CLAUSE 4.3, THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE SERVICES DATABASES AND INFORMATION OR MATERIALS SHALL NOT EXCEED THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.

4.6 SUBJECT TO CLAUSE 4.3, 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.

4.7 Your use of the Databases and Information is 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.

4.8 Whilst reasonable efforts are made to keep the Databases and Information 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.

4.9 Any password / ID number issued by us to an Authorised User is personal and confidential to that Authorised User. If we suspect that any password / ID is being used by an Unauthorised User or a different Authorised User to the person to whom it was issued, that Password / ID may be cancelled.

5. Practical Guidance Licence Restrictions (if applicable)

5.1 Practical Guidance

5.1.1 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 Materials (other than answers to queries, see Clause 5.1.3) 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.

5.1.2 You shall not: (a) store, distribute or transmit any content through the Services that is unlawful, dishonest, fraudulent, libelous, 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 Service; or (c) 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.

5.1.3 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.

5.1.4 You recognise and accept that we may give answers to the same or similar queries asked by any of our customers/users and that any conflict which might arise between customers/users is waived.

5.2 Practical Guidance User Obligations

5.2.1 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.

5.2.2 You recognise and accept that our employees may not be practicing solicitors or barristers. You must inform any individual or acknowledge using the Services that neither we nor our employees are giving legal advice either as practising solicitors or barristers or otherwise.

5.3 Additional Disclaimer for Practical Guidance Users 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. (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 Services, or the Materials or in the Agreement nor any receipt or use of the 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.

5.4 Reverse Licence

5.4.1 Where, as a result of the use of any Service, you upload, store or post any content, whether by the adaptation or amendments of our Materials or otherwise (the “Party A Materials”), you hereby grant to us a permanent, nonexclusive, nontransferable licence free of charge to incorporate the Party A Materials into the Services and Materials for your use and the use of any other customers/Authorised Users.

5.4.2 You shall indemnity 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 Party A Materials.

6. Personal Data Protection

6.1 “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.

6.2 You are responsible for ensuring the legality of the personal data that you or Authorized Users provide to LN for processing. If and to the extent that you or Authorized Users provide personal data to LN for account registration or otherwise, the parties acknowledge that such information will be processed by LN in accordance with the data protection laws and the LexisNexis privacy policy applicable to the Services, except where LN is processing such information on your behalf, the terms of the LexisNexis Data Processing Addendum will apply.

6.3 If and to the extent that you transfer personal data to LN in a territory outside the originating territory, the LexisNexis Data Transfer Terms will apply as necessary in respect of such transfer.

7. Miscellaneous

7.1 The 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 upon circumstances; all other provisions may be changed by us immediately upon notice. Your access to the Services may be terminated immediately upon notice to us if any change is unacceptable. Continued use of the Services following any change constitutes acceptance of the change. 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.

7.2 Right to terminate the Agreement shall be in accordance with the terms stipulated in the Agreement. We may suspend or discontinue providing the 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.

7.3 Except as otherwise provided herein, all notices and other communications to you hereunder shall be in writing or displayed electronically when you access the Databases and Information. Notices to you shall be deemed to have been properly given on the date posted, if posted; on the date first made available, when accessing the Databases and Information; or on the date received, if delivered in any other manner. Notices to us should be sent to your account representative.

7.4 If any change happens in your organization structure, including but not limited to merger, acquisition and division, or any expansion thereof results in a substantial change in the number of your employees under the Agreement, you shall promptly notify us of the change in the number of employees upon the occurrence of such changes, and the parties shall discuss in good faith the reasonable adjustment of the service fee to reflect such changes.

7.5 The failure of us or any third party 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.

7.6 You may not assign your rights or delegate your duties under the Terms and Conditions or any Additional Terms without our prior written consent.

7.7 This Terms and Conditions and the Additional Terms shall be governed by and construed in accordance with the laws of the PRC.

7.8 Each third party supplier of the Databases and Information has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary. Save for the owners of any intellectual property supplied by us, no third parties shall acquire any rights under the Agreement.

7.9 You are neither identified on, nor should you provide access to the 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).

7.10 Any dispute in connection with this Terms and Conditions shall be submitted to the China International Economic and Trade Arbitration Commission in Beijing for arbitration, which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The language of the arbitration shall be Chinese. During the arbitration, each party shall continue performing its obligations not in dispute respectively.

7.11 If you issue a purchase order or other document relating to the Services, it will be for your internal purposes only and will in no way modify or affect any of the terms or conditions for access to the Services.

7.12 The Agreement constitute the entire agreement between the parties in respect of the subject matter hereof, and supersedes all prior discussions, consultations and agreements. In case of any discrepancy between the Agreement and its Schedules, the provisions of the Agreement shall prevail.