Terms and Conditions
Terms & Conditions of use for Profiles on Web sites of LexisNexis
February 16, 2011
1. DEFINITIONS.
2. REPRESENTATIONS AND WARRANTIES.
3. USER ACCOUNT, PASSWORD, AND SECURITY.
4. YOUR CONTENT; LICENSE.
5. UPGRADES AND OTHER SERVICES.
6. PROPRIETARY RIGHTS.
7. OTHER RESPONSIBILITIES.
8. INDEMNIFICATION.
9. DISCLAIMER OF WARRANTIES.
10. LIMITATION OF LIABILITY.
11. ARBITRATION.
12. GENERAL.
The following "Terms of Use" govern the inclusion and enhancement of your Profile on Lawyers.com and martindale.com and form your Agreement with LexisNexis, a division of RELX Inc.:
1. DEFINITIONS.
1.1. "Agreement" means the agreement between you and LN formed by either your acceptance of these Terms of Use or your use of LN software or editing tool to enhance or update your profile.
1.2. "Content" means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components appearing in any Profile.
1.3. "Profile” means the services offered by LN and ordered or modified by you, which may include the display of detailed account your lawyer information, with content provided by you or your authorized representative. This content may include your lawyer and/or firm name and contact info, practice areas, associations, biographical information, e-mail addresses, clients, and case summaries.
1.4. "LN" means LexisNexis, a division of RELX Inc.
1.5. "LN Web Sites" mean any or all of the Web Sites owned by LN or its affiliates including but not limited to martindale.com, Lawyers.com, Attorneys.com, as applicable to the Profile.
1.6. "Media Outlets" means any or all of the following: the LN Web Sites, certain web sites with which LN has alliances, and the LN online services.
1.7. "MH" means Martindale-Hubbell brand.
1.8. "Software" means any software and related tools that LN makes available for your use in connection with the Profile.
1.9. "Terms of Use" means these Terms and Conditions of Use for the Profile on Lawyers.comSM and martindale.com®.
1.10. "You" and "your" (both capitalized and lower case) mean the person or firm named in the Profile.
1.11. "Your Content" means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components provided by you for use in any of the Profile.
2. REPRESENTATIONS AND WARRANTIES.
Any time you provide update your Profile or provide LN Content for your Profile, you represent and warrant that you are providing LN true, accurate, and current information, including but not limited to Your Content. You hereby acknowledge that information provided to LN may be shared with LN affiliates and other entities that have alliances with LN.
3. USER ACCOUNT, PASSWORD, AND SECURITY.
You acknowledge receipt of one or more passwords and account designations for your Profile. Passwords are non-transferable and should not be shared under any circumstances. You are responsible for maintaining the confidentiality of the password and account designation. You will promptly notify LN of any unauthorized use of your password or account or any other breach of security involving the Profile, and the Media Outlets.
4. YOUR CONTENT; LICENSE.
4.1. By providing, posting, publishing, uploading, inputting or distributing any Content to or through LN or its Profiles ("Your Content" defined above), you grant (or warrant that the owner of such rights has expressly granted) LN a perpetual, worldwide, irrevocable, royalty-free, non-exclusive right and license, with the right to sublicense, to use, reproduce, modify, adapt, publish, publicly perform, publicly display, digitally display and digitally perform, translate, create derivative works from and distribute Your Content or incorporate Your Content into any form, medium, or technology now known or later developed throughout the universe, for the purposes of providing the Profile, for internal use for product development and for marketing purposes. You also authorize LN to include Your Content relating to the applicable year in the relevant Martindale-Hubbell Law Directories and to allow it to be made available through the Media Outlets. LN may compile and use aggregated non-personal information taken from Your Content and may provide such information to third parties. Aggregated non-personal information means information that is taken from Your Content or your use of the Profile, but that is compiled in a way so that it no longer identifies an individual person.
4.2. You are solely responsible for Your Content. You are liable for any material protected by copyright, trademark, patent or trade secret law used in Your Content without the permission of the author or owner, and for defamatory materials in any of Your Content. LN is not responsible for reviewing Your Content before it appears on the Profile. You represent and warrant that (i) Your Content contains no offensive, harassing, inflammatory, defamatory, indecent, or obscene material, (ii) Your Content does not violate any applicable laws, regulations, or judicial rulings; (iii) Your Content is not false, misleading, deceptive, or fraudulent; (iv) you will endeavor in good faith to honor all promises, offers, and statements you make in Your Content and in any related materials, products, services, or communications you offer or make through Your Content; (v) you own or are authorized to use Your Content and all trademarks, trade names, and similar materials of any kind which are included in Your Content; (vi) You have the right to license Your Content to MH for use as contemplated by this Agreement, and (vii) Your Content does not infringe upon or violate any intellectual property, proprietary, or other rights of LN, its affiliates, and any third party. LN reserves the right, in its sole discretion, to refuse to display or to remove from the Profile at any time any Content that it reasonably regards as violating this provision as otherwise inappropriate or as inconsistent with LN editorial policies in effect from time to time. LN reserves the right to release current or past information related to you if LN believes that you or any of Your Content, or your account is in violation of any criminal laws or is being used to commit unlawful acts, or if the information is subpoenaed.
4.3. Subject to the provisions of your Agreement, you are granted a limited, non-exclusive, non-transferable license to access and use LN provided Software only for internal business purposes in connection with the creation, updating, and maintenance of the Your Content. You may not alter, copy, reproduce, transmit, display, distribute, sell, transfer, or dispose of in any manner, or create derivative works of, any of the protected proprietary items of LN including but not limited to(i) the Software; (ii) the Profile or any other Martindale-Hubbell products; (iii) the LN domain names (iv) the LN Web Sites and all content therein, (v) LN owned or controlled logos, service marks and trademarks (the "Marks") placed in any Martindale-Hubbell products and (viii) all Content other than Your Content, without the express written permission of an authorized representative of LN.
5. UPGRADES AND OTHER SERVICES.
5.1. You agree to cooperate in the installation or implementation of any upgrade, update, fix or work around LN releases or offers to release to you for the Profile. Your use of all updates, upgrades, fixes and work arounds is subject to the terms and conditions of this Agreement. After such installation or implementation, You may no longer continue to use the earlier version of the MH Product. You agree that by installing and implementing an upgrade, update, fix or work around you voluntarily terminate your right to use any previous version of the MH Product.
5.2. You hereby acknowledge that LN may send you information (via postal service, email or other electronic means, and facsimile) and offers about upgrades and other services provided by LN, its affiliates and other entities that have alliances with LN unless you provide written notice to the contrary. Notwithstanding the foregoing, under no circumstances will LN, its affiliates or other entities have any obligation to provide you with upgrades, enhancements, or modifications for the Profile.
6. PROPRIETARY RIGHTS.
Except as otherwise specified in the Agreement and except for Your Content and any domain name(s) you own (i) the Software; (ii) the Profile; (iii) the LN domain names (iv) the LN Web Sites and all content therein, (v) the LN online services and all content therein; (vi) LN owned or controlled logos, service marks and trademarks (the "Marks") placed in any Profile and (vii) all Content other than Your Content, are owned by LN and/or its licensors and are protected by copyrights, trademarks, service marks, patents, or other proprietary rights, laws, and regulations. As between you and LN, you retain ownership of Your Content.
7. OTHER RESPONSIBILITIES.
7.1. You represent that you are an attorney or are an authorized representative for a law firm whose attorneys are validly licensed to practice law as required by the applicable jurisdictions in which you or they practice. You are solely responsible for compliance with all laws, rules, and regulations governing attorney advertising, ethical obligations, licensure, and the practice of law, promulgated by any applicable jurisdiction, court, bar association, and any other governing body which are applicable to you, your attorneys or other representatives, and your use of the Profile.
7.2. If you include your email address or other contact information in any profile, posting or other content, resulting in your receiving email or other communications sent from any third party, you acknowledge that you have the sole discretion whether to respond to that sender, who may be an impostor, and you do so at your sole risk. You are solely responsible for assessing the integrity, authenticity, honesty and trustworthiness of all persons with whom you choose to communicate. You agree that LN and affiliates shall have no liability or responsibility whatsoever for any communications, agreements or transactions between you and any third party.
8. INDEMNIFICATION.
You will indemnify, defend, and hold harmless LN, its successors, assigns, parents, subsidiaries, alliance entities, affiliates and their respective officers, directors, employees, contractors, licensors, suppliers and agents from and against any and all claims, actions, demands, losses, expenses (including reasonable attorneys' fees), damages, liabilities, taxes, penalties, assessments, judgments and costs arising out of, from, or in connection with (i) Your Content or LN's use of Your Content as permitted by this Agreement, (ii) your Web site, if any, its content, chosen keywords and phrases, and any services you offer in connection therewith, (iii) any breach of your representations or warranties set forth herein, or (iv) any breach by you under this Agreement or violation by you of applicable laws, regulations or ethical requirements. If a third party threatens or files a claim covered by this Indemnification Section against you, you shall promptly give notice to LN.
9. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY AGREE THAT USE OF THE PROFILE IS AT YOUR SOLE RISK. THE PROFILE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LN, ITS LICENSORS, SUPPLIERS, SPONSORS, SUBCONTRACTORS, AND AFFILIATES MAKE: (A) NO WARRANTY THAT THE PROFILE WILL MEET YOUR REQUIREMENTS, THAT THE PROFILE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (B) NO WARRANTY ABOUT THE RESULTS OBTAINED FROM THE PROFILE OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PROFILE, (C) NO WARRANTY THAT DEFECTS IN THE SOFTWARE, THE PROFILE, OR THE RESULTS WILL BE CORRECTED, AND (D) NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE LN WEB SITES, OTHER WEB SITES, OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH WEB SITES.
10. LIMITATION OF LIABILITY.
THE LIABILITY OF LN IS LIMITED TO $100. LN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF LN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LN IS NOT RESPONSIBLE FOR ANY LOSS OF DATA RESULTING FROM LN'S DELETION OF THE PROFILE, NETWORK OR SYSTEM OUTAGES, EQUIPMENT OR TELECOMMUNICATIONS FAILURE OR MALFUNCTIONS, FILE CORRUPTION, OR ANY OTHER REASONS. LN IS NOT RESPONSIBLE FOR THE DELIVERY OF ANY GOODS OR SERVICES SOLD OR ADVERTISED BY YOU OR OTHERS. YOU ARE COMPLETELY RESPONSIBLE FOR ALL ACTIVITIES, FEES, AND/OR LIABILITIES THAT ARE RELATED TO OR RESULT FROM USE OF THE PROFILE UNDER YOUR PASSWORD OR ACCOUNT. IN ADDITION TO THE FOREGOING, LN SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM YOUR NON-COMPLIANCE WITH ALL LOCAL AND STATE ETHICS RULES OR OTHER RULES APPLICABLE TO THE PRACTICE OF LAW OR FROM YOUR VIOLATION OF SUCH RULES.
11. ARBITRATION.
11.1 Except as provided below, any controversy, claim or counterclaim (whether characterized as permissive or compulsory), arising out of or in connection with this Agreement (including any amendment or addenda thereto), whether based on contract, tort, statute or other legal theory (including but not limited to any claim of fraud or misrepresentation) will be resolved by binding arbitration under this section and the then-current Commercial Rules and supervision of the American Arbitration Association ("AAA"). The duty to arbitrate will extend to any employee, officer, agent or affiliate of either party. The arbitration will be held in the United States headquarters city of the party not initiating the claim. The arbitration will be conducted by a sole arbitrator who is knowledgeable with respect to the electronic information services industry and is an attorney. The arbitrator's award will be final and binding and may be entered in any court having jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement.
a. Each party will bear its own attorneys' fees and other costs (e.g., filing fees, internal costs, etc.) associated with the arbitration, except that the fees assessed by the AAA for the services of the arbitrator will be divided equally by the parties. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorney's fees which are reasonably incurred by the other party. Issues of arbitrability will be determined in accordance and solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the state as specified in this Agreement and if none is specified, then the law of the state of New Jersey.
b. To facilitate resolution of controversies or claims, the parties agree to keep negotiations, arbitrations and settlement terms confidential.
c. Claims and controversies involving either (a) violation of any of the proprietary rights of LN, including claims in equity or law to protect the intellectual property rights of LN or its third-party content providers; or (b) failure to comply with restrictions on use of the services and materials included in this Agreement will not be subject to arbitration. LN retains at all times the right to obtain an injunction in court to prevent misuse of the Profile and all LN's' products and services.
12. GENERAL.
12.1 Law. Unless specifically stated otherwise in the Agreement, this Agreement is governed by the laws of the State of New Jersey without regard to its conflict of law provisions and you and LN submit to the personal and exclusive jurisdiction of the courts located within the State of New Jersey. LN may waive the foregoing exclusive jurisdiction provision by written notice from an authorized LN representative or by filing a complaint in any other jurisdiction.
12.2 Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
12.3 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement will remain in full force and effect. If that term cannot be so interpreted or reformed, that term will be omitted and, if the term is essential to the Agreement, the parties will promptly begin good faith negotiations to replace it. The other terms of the Agreement will remain in effect and be enforceable with the invalid or unenforceable term interpreted, reformed, replaced, or omitted, as the case may be.
12.4 Claims. Any claim or cause of action arising out of or related to the Profile or this Agreement must be filed within 24 months after such claim or cause of action arose or is forever barred.
12.5 Modifications. LN may modify the Profile, withdraw the Profile it ceases to offer, or modify this Agreement, in whole or in part, at any time upon reasonable advance notice to you with such modifications taking effect from the date of such notice forward. Notice of such modification or withdrawal may be made by or on behalf of LN to you via email, regular mail, telecopy, delivery service, or posting on a LN Web Site. If the Profile is materially modified, you may terminate this Agreement with 10 days prior written notice to LN, so long as notice of termination is made within ninety (90) days after LN issues such notice. You will be deemed to have agreed to such modification to the Profile if LN does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the Profile following the notice of the change. If a MH Product is withdrawn from the Agreement, then you shall only pay LN the pro rata Fees and applicable taxes for such MH Product through the date the MH Product ceased to be provided. If these Terms of Use are materially modified, you may terminate the Agreement with 10 days prior written notice to LN, so long as notice of termination is made within ninety (90) days after LN issues such notice. You will be deemed to have agreed to such modified Agreement if LN does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the Profile following the notice of the change.
12.6 Notice. Notice to LN shall be made to its Chief Legal Officer at 125 Park Ave, New York, Suite 2200, New York, NY 10017 with a copy to: LexisNexis; Customer Legal Services; 9443 Springboro Pike, Miamisburg, OH 45342 and, for termination notices, to order@martindale.com or to Martindale-Hubbell Customer Support, 121 Chanlon Road, New Providence, NJ 07974.
12.7 Complete Agreement. The Agreement states the complete agreement between you and LN concerning this subject and, except as stated otherwise in writing, supersedes all earlier oral and written communications between the parties concerning this subject.
12.8 Acceptance. The Agreement is subject to acceptance by LN, which acceptance shall be evidenced by providing access to the Profile. You warrant and represent that you have full right, power and authority to enter into this Agreement and to grant the rights granted herein without violating any other agreement or commitment of any kind and that the person accepting the Agreement on your behalf, whether such acceptance is in writing, electronically or through other means, has the power and authority to enter the Agreement on your behalf.
12.9 Survival. The Sections entitled Indemnity, Limitation of Liability, Arbitration, and General of these Terms of Use, and any other terms in this Agreement that by their nature should or typically would survive expiration or termination will survive the expiration or termination for any reason of the Agreement.
12.10 Non-Assignment. You may not assign its rights or delegate your duties under this Agreement to access the Profile without the prior written consent of LN, which consent shall not be unreasonably withheld.
12.11 Successors and Assigns. The Agreement will be binding on, and will inure to the benefit of, the parties' and their respective successors and permitted assigns.
12.12 Force Majeure. No party will be liable for any damage, delay, or failure of performance resulting directly or indirectly from a Force Majeure. If a Force Majeure occurs, the affected party will notify the other parties and make commercially reasonable efforts to mitigate the adverse effects of the Force Majeure on the performance of the Agreement.