Out of Scope. The Services always exclude (i) the provision of any software or services that are not provided to you by LexisNexis Risk Solutions (“LN”) (including Applications or on-premises software provided by Third Parties and external websites), even if they interoperate with the Services, can be accessed from the Services, or are offered in an online marketplace provided by LN; (ii) the transmission of data or software to and from the exit of the wide area network of the data centers used by us to provide the respective Service; and (iii) any hardware intended for the connection of devices, systems, or other equipment to the Platform. You are responsible for securing and maintaining an internet connection and suitable connectivity to the Services at your own expense.
Use of Services
Use Rights. We grant you the non-transferable, non-sublicensable, time-limited, and revocable right to access and use and permit Third Parties to access and use the Services for your internal purposes as an end-user, subject to the limitations set out in the Agreement. Where expressly permitted in the Transaction Documents, you may also access and use and permit Third Parties to access and use Services for the purpose of such Third Party receiving a service from you. In any case, Services on the Platform may only be accessed by Users (including Third Parties) via your Account using access credentials provided by you, by LN at your request, or by a Third Party authorized by you. Unless otherwise agreed, the number of permitted Users for a Service shall be on a named-User-basis. Access may be reassigned between uniquely identified individual Users over time, but not so frequently as to enable sharing by multiple Users.
Responsibility for Users and Other Persons. You are responsible for all activities that occur under your Account and any use of the Services by any User, your employees, or any Third Party to whom you facilitate or permit access to the Services and all liabilities or other consequences arising therefrom as if these were your own acts. You will ensure that all Users, your employees, and any Third Party to whom you facilitate or permit access to the Services comply with your obligations under the Agreement. Should you become aware of any violation of your obligations under the Agreement you will immediately terminate the relevant person’s access to the Services. You acknowledge and agree that your Users who submit declarations, notifications, or orders to us act on your behalf and have the legal authority to bind you.
Obligations when Using Services. You are responsible that your use of the Services complies with the Laws at all times. You shall (i) obtain at your own expense any rights, consents, and permits from vendors of software and services used by you in connection with the Services which are necessary for LN to provide the Services and (ii) always keep up to date any software that we provide to you as part of the Services by installing updates and patches as they become available. You shall remain responsible for the security of your systems and of on-premises hardware and software.
Your Content. You are responsible for the development, content, management, use, and quality of Your Content and the means by which you acquire and share Your Content. This includes: (i) the technical operation of Your Content including compatibility of any calls you make to a Service using APIs; (ii) the transfer or copying of Your Content to data centers outside your country of residence in compliance with Laws; (iii) taking steps to maintain legally required or otherwise appropriate security and protection, including backup and archiving, of Your Content; (iv) any document retention or archiving obligations resulting from Laws or company policies; and (v) representing, warranting and ensuring that Your Content can be accessed and used in full compliance with all laws and regulations by yourself, LN and any Third Parties that are participating in the Services Agreement without violating Laws or rights of others. You shall properly handle any notices and claims sent to you claiming that Your Content violates Third Party’s rights or Laws.
We will not access Your Content at any time.
If, at any time, Your Content remains on LN hardware, software, infrastructure (“LN System”), then, LN reserves the following rights of deletion concerning Your Content, LN will delete Your Content:
- At any time, for any reason, at LN’s unilateral and sole discretion, as LN deems reasonable, this includes Service suspension, end of life and termination for which LN will seek to, if feasible, provide prior written notice to you;
- If such deletion is required by a governmental body, to avoid or limit the liability of LN or any Third Party, or to protect the security of LN systems;
- Any of Your Content remains on the System for more than ninety (90) days from the date of the last transmitted message.
At all times, you remain fully and exclusively liable for your Content including the provision of any and all means to store or backup or recover your Content, regardless of the cause or nature of the error or loss or consequence to you caused by the error or loss.
But for that which is expressly stated herein, LN disclaims every, any and all representations, covenants, promises, guarantees and warranties, implied or express, regardless of the type or nature or form, including any claim by you of some kind of reliance or expectation, that you may have or will express concerning the Services and System.
Indemnity by You. You will indemnify LN, our suppliers and contractors, and each of their respective employees, officers, directors, and representatives from and against, and, at LN’s option, defend LN from, any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees) arising from or in connection with: (i) Your Content; (ii) any violation of Laws or rights of others by your use of the Services; (iii) any breach by you of the Agreement, (iv) operation, combination, or use of the Services in conjunction with any of Your Content and/or in conjunction with any Third Party software, materials, or services; (v) an adjustment or configuration of the Services made by you or a Third Party to which you facilitate or permit access to the Services, including Users; (vi) our compliance with designs, plans, or specifications provided to us by you or on your behalf; (vii) any incorrect statements contained in information or material which you use or provide to us for use with Third Parties; (viii) any claims by any User or any Third Party to which you facilitate or permit access to the Services; (ix) the use of your trademarks, designations, and logos as authorized by you; (x) your use of LN’s trademarks, designations, and logos in breach of the authorization granted to you in a Transaction Document; and (xi) the use of a Service for the operation of or within a High Risk System, if the functioning of a High Risk System depends on the proper functioning of a Service or a Service caused a High Risk System to fail.
Export Control and Sanctions Compliance
Export and Sanctions Laws. You agree to comply with all applicable sanctions (including embargoes) and relexport control laws and regulations including (to the extent applicable) those of [countries], the European Union, and the United States of America (collectively “Export and Sanctions Laws”).
Your Obligations. You are obliged: (i) to deny and prevent access to Services from any location prohibited by or subject to sanctions or license requirements according to Export and Sanctions Laws; (ii) to continuously check any of your customers and any Users against applicable sanctioned party lists; (iii) not to grant access to the Services, including any Materials, or the Platform to any individual or entity designated on any of these lists; and (iv) to ensure that Your Content is non-controlled, e.g. in the E.U. or Germany or in the U.S..
Information Requirements. If required to enable authorities or LN to conduct export control or sanctions compliance checks, you, upon request by LN, shall promptly provide LN with all information pertaining to the particular destination, end user, and intended use of Services provided by LN, including information on you, your customers, and Users.
DISCLAIMERS
LN disclaims any and all liability concerning these Services. You understand, represent and warrant that you understand and agree that You use these Services at your own risk and hereby, for good and valuable consideration hereby received, the sufficiency of which the parties agree to, forever waive any and all claims and remedies, regardless of the nature of the claim or the forum in which they might arise, against LN you might otherwise have against LN concerning Your access and use of these Services. These Services are provided “AS IS” and You access and use the Services exclusively at Your own Risk.
In the event that a Court of competent jurisdiction sets aside or otherwise modifies the above limitations, disclaimers and waivers for LN, then the parties agree that the following provision concerning the total aggregate liability of LN under this Agreement will apply: LN’s total aggregate liability under this Agreement, regardless of the number of claims, the nature of the claims or the venue within which these claims arise shall in no account exceed the total amount of $35,000.00. LN is not liable for any indirect, secondary, punitive, or consequential damages.