TERMS & CONDITIONS FOR THE USE OF DECISIS
July 1, 2021
The terms and conditions below (“License Terms”) govern use of the Decisis services (“Decisis”) and materials in Decisis (“Content”) provided by Legal InQuery Solutions Inc. (“Licensor”). The terms “Client”, “you” and “your” means the company, firm or organization entering into a Subscription Agreement for Decisis, which includes these License Terms as incorporated by reference (together, “Subscription Agreement”).
1. RIGHTS AND RESTRICTIONS
1.1 You and your Users (defined as active members or employees of the Client, as applicable) are granted a nonexclusive, nontransferable, limited right to access and use Decisis as further set out herein. The rights granted to each User are as follows:
(a) The right to electronically display the Content retrieved from Decisis for the User's individual use a User may display a de minimis amount of the Content for non-commercial purposes;
(b) The right to email, download or make printouts using the commands within Decisis and store in machine-readable form, a single copy of insubstantial portions of the Content included in any individually searchable file or content source to the extent required for legal or regulatory compliance;
(c) the right to (1) excerpt or quote insubstantial portions of the Content in documents prepared in the ordinary course of business to the extent permitted by applicable copyright law; (2) distribute the Content (including through the functionality within Decisis) permitted by applicable copyright law;
1.2 Decisis and the Content are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not a User, you are not permitted to access Decisis.
1.3 You may not exploit the goodwill of Licensor, including its trademarks, service marks, or logos without its express written consent. Further, you may not offer any part of Decisis or the Content for commercial sale or commercial distribution in any medium or use Decisis or the Content to compete with the business of Licensor.
1.4 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in Decisis and the Content in any medium belongs to Licensor or its third party suppliers. Neither you nor your Users acquire any proprietary interest in Decisis or the Content, except the limited rights granted herein.
1.5 All use of Decisis and the Content must comply with all applicable laws, rules and regulations.
2. ACCESS TO DECISIS
2.1 All Users will be issued a unique Decisis ID. Each ID may only be used by the User to whom it is assigned and it shall not be shared with or used by anyone else. You will use reasonable commercial efforts to prevent unauthorized use of IDs and will promptly notify Licensor if you suspect that an ID is lost, stolen, compromised, or misused.
2.2 By using Decisis you confirm that you are neither identified on, nor shall you provide access to Decisis 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).
2.3 Use of Decisis via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Use of Decisis is permitted only via manually conducted, discrete, individual search and retrieval activities.
2.4 Decisis, the Content, and feature functionality within may be enhanced, added to, withdrawn, or otherwise changed without notice.
3. LIMITED WARRANTY
3.1 Licensor represents and warrants that it has the right and authority to make Decisis and the Content available to you and your Users as authorized expressly by these License Terms.
3.2 EXCEPT AS PROVIDED IN SECTION 3.1, DECISIS AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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 Decisis or any of the Content available or not included therein, (b) the unavailability or interruption of service (c) your or a User's use of Decisis or the Content, (d) the loss or corruption of any data or equipment in connection with the Decisis, (e) the accuracy, or completeness of the Content, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within Decisis.
4.2 “Covered Party” means (a) Licensor and any officer, director, employee, subcontractor, agent, successor, or assign of Licensor; and (b) each third party supplier of the Content.
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 DECISIS OR THE CONTENT OR THESE LICENSE TERMS EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR DECISIS IN THE SIX 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 ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH DECISIS, THE CONTENT, 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 USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO DECISIS OR ITS THIRD PARTY SUPPLIERS
4.5 (a) If there is a breach of the warranty in Section 3.1 above, then Licensor at its option and expense, shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party's claim of patent, trademark, service mark, copyright or trade secret infringement related to use of Decisis or the Content, asserted against you by such third party provided: (i) all use of Decisis and the Content was in accordance with these License Terms; (ii) the claim, cause of action or infringement was not caused by you modifying or combining Decisis or the Content; (iii) you give Licensor prompt notice of any such claim; and (iv) Licensor has the right to control and direct the investigation, defense and settlement. At Licensor’s expense, You shall reasonably cooperate.
(b) In addition to 4.5 (a), if Decisis becomes, or is likely to become, the subject of a claim of infringement, Licensor may, at its option and expense, either: (i) procure for you the right to continue using Decisis, (ii) replace or modify Decisis so that they become non-infringing, or (iii) terminate your Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees.
(c) The provisions of Sections 4.5 shall constitute your sole and exclusive remedy for the respective matters specified.
5.1 The License Terms may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed in accordance with the terms of your Subscription Agreement; all other provisions may be changed by Licensor immediately upon notice to you. If any changes are made to these License Terms such changes will: (a) only be applied prospectively; and (b) not be specifically directed against you or your Users but will apply to all similarly situated customers using Decisis. You may terminate your Subscription Agreement upon written notice to Decisis if any change to the License Terms is unacceptable to you by providing written notice within 90 days of the effective date of the change. The Subscription Agreement may not be supplemented, modified or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated.
5.2 You or Licensor may terminate the Subscription Agreement at any time in accordance with this Section 5.2. The effective date of termination shall be 10 days after the receipt of written notice of termination, unless a later date is specified in the notice. Licensor may temporarily suspend or discontinue providing access to any or all Users in breach of the License Terms without notice. Licensor may accept or reject a request for an account in its sole discretion.
5.3 All notices and other communications hereunder shall be in writing or displayed electronically in Decisis by Licensor. Notices shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date first made available, if displayed in Decisis; or on the date received, if delivered in any other manner. Legal notices to Licensor should be sent to Legal InQuery Solutions Inc., Attn: Chief Legal Officer, 1105 North Market Street, Suite 501, Wilmington, Delaware 19801.
5.4 The failure of you or Licensor 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.
5.5 Neither you nor any User may assign your rights or delegate your duties herein without the prior written consent of Licensor, which consent shall not be unreasonably withheld. Your 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.
5.7 This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Delaware regardless of the law that might otherwise apply under applicable principles of conflicts of law.
5.8 This Subscription Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Subscription Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this Subscription Agreement.
5.9 This Subscription Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter.