GENERAL TERMS AND CONDITIONS (eStore)
For Use of the LexisNexis Services and Materials
This Licence Agreement is between Reed International Books Australia Pty Limited trading as LexisNexis (“we”, “us” or “our”) and the individual or company to whom LexisNexis have agreed to supply the online and/or digital services and materials (“you”). The following terms and conditions govern your use of the online services and/or digital services supplied by LexisNexis (the “Services”) and the materials and content available therein (“Materials”):
1. LICENCE; RESTRICTIONS ON USE
1.1 You are granted, during the term of this agreement, a non-exclusive, non-transferable, limited licence to access and use the Services and Materials from time to time made available to you for the internal purposes only of (i) research, reference or study, (ii) providing professional services to your clients where you are a legal practitioner, and/or (iii) providing academic services to students (where you are an academic institution). You may:
(a) electronically display Materials retrieved from the Services for your own use;
(b) search and view the Materials for your own research purposes;
(c) obtain a printout of a reasonable portion of the Materials;
(d) to the extent expressly permitted by applicable copyright law, make copies of the Materials;
(e) retrieve and store a single machine-readable copy of a reasonable portion of the Materials. This clause is subject to the overriding obligation upon you not to create your own independently searchable database of the Materials; and
(f) copy, revise, customise and use the forms, templates, checklists and precedents that form part of the Materials (“Forms”).
1.2 You must not:
(a) use the Services or Materials in any fashion that infringes the copyright or proprietary interests therein; or
(b) remove or obscure the copyright notice or other notices contained in Materials.
1.3 Except as specifically provided in clauses 1.1 and 1.2, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using Materials retrieved from the Services.
1.4 All right, title, and interest (including all copyrights and other intellectual property rights) in the Services and Materials (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 Services, Materials, or copies thereof.
1.5 Other provisions that govern your use of Materials are set forth in your applicable price schedule, online descriptions of files, online notices following file selection, and individual documents retrieved from the Services (collectively, the “Additional Terms”), all of which are incorporated by reference into these General Terms and Conditions. To the extent there is any inconsistency between the Additional Terms and General Terms and Conditions, the Additional Terms prevail.
In exchange for payment of the fee, you are entitled to access and use the Services and Materials in accordance with these General Terms.
3. WARRANTIES AND GUARANTEES
3.1 If you are a “consumer” for the purposes of the Australian Consumer Law, certain guarantees may be conferred on you and certain rights and remedies may be conferred on you which cannot be excluded, restricted or modified. If so, then to the maximum extent permitted by law, our liability to you is limited at our option to: (a) in the case of goods, replacement or repair of the goods or payment of the cost of replacing or repairing the goods; and (b) in the case of services, resupply of the services or payment of the cost of re-supplying the services. In this clause, Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010.
3.2 We represent and warrant that we have the right and authority to make the Services and Materials available pursuant to these General Terms and Conditions.
3.3 SUBJECT TO CLAUSES 3.1 AND 3.2 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND, UNLESS EXPRESSLY STATED TO THE CONTRARY IN THIS AGREEMENT, WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, BY STATUTE, TRADE OR OTHERWISE,INCLUDING WITHOUT LIMITATION THAT THE 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 SERVICES AND MATERIALS UP-TO-DATE.
4. LIMITATION OF LIABILITY
4.1 Subject to clause 3.1 and 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 Services or any Materials available or not included therein, (b) the unavailability or interruption to the supply of the Services or any features thereof or any Materials, (c) your use or misuse of the Services or Materials (regardless of whether you received any assistance from a Covered Party in using or misusing the Services), (d) your use of any equipment in connection with the 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 (other than liability for death or personal injury).
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 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.
4.3 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.
4.4 SUBJECT TO CLAUSE 3.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COVERED PARTIES WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT (INCLUDING NEGLIGENCE) OR FOR ANY OTHER COMMON LAW OR STATUTORY CAUSE OF ACTION SHALL NOT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
4.5 SUBJECT TO CLAUSE 3.1, 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.
4.6 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.
4.7 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. 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 in circumstances where loss or damage may result.
(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 or Materials, 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, our staff, our authors or our third party content providers.
4.8 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 your adaption of the Forms.
5.1 Neither party will disclose to any third party details of this agreement or any of the negotiations undertaken in relation to this agreement without the prior written consent of the other.
5.2 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.
5.3 The failure of us 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.
5.4 You may not assign your rights or delegate your duties under these General Terms and Conditions or any Additional Terms without our prior written consent.
5.5 These General Terms and Conditions and the Additional Terms shall be governed by and construed in accordance with the laws of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
5.6 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.
5.7 We will use personal information collected about you for the purposes of (a) providing access to and use of the Services and/or Materials to you, (b) providing customer support, billing and other similar activities related to the Services and/or Materials, and (c) keeping you informed about products, services, offers and upcoming events and to improve our services. We may also provide personal information about you to third parties for the purpose of providing you with direct marketing offers which we think may be of interest. If you do not wish to receive information about other products, services, offers and events, please notify us in writing.
5.8 In accordance with the Privacy Act 1988 (Cth), we will provide and export personal information about you to third parties and other members of our company group, including Reed Elsevier Inc. in the United States, for the purposes of (a) providing access to and use of the Services and/or Materials to you, and (b) providing customer support, billing and other similar activities related to the Services and/or Materials.
5.9 These General Terms and Conditions will be enforced to the fullest extent permitted by applicable law. If anything in these General Terms and Conditions is unenforceable, illegal or void then it is severed and the rest of these General Terms and Conditions remains in force.
5.10 These terms constitute the entire agreement between the parties concerning the subject matter of these General Terms and Conditions and supersede all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties.