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vLex Justis Terms and Conditions

JustisOne Terms and Conditions

vLex Justis Terms & Conditions

 

The following terms and conditions are incorporated in all licences to use the vLex Justis Service, including any additional Service added at a later date

1. ACKNOWLEDGEMENT AND ACCEPTANCE OF THE TERMS AND CONDITIONS

These Terms and Conditions govern the legal relationship between vLex Justis and you as a user and/or Customer of vLex Justis. It also applies if you use our Website, if you sign up for a free trial of our services, or if you subscribe to our services through any of our affiliates or network of distributors.

By browsing our website, clicking on the “accept” box on a web registration or by accepting a purchase order that upholds these conditions, you are accepting these Terms and Conditions. The purchase order will not contradict what it is stated in these Terms and Conditions except when such possibility is stated clearly in the purchase order. If you do not agree with these Terms and Conditions, we beg you to abstain from using this website, logging onto it, or requesting any services provided by vLex Justis.

If the Customer is a legal entity, the person accepting these Terms and Conditions verifies that he or she has been authorized by the Customer to accept said Terms and Conditions under the Customer’s name. If you are unauthorized, or if you do not accept these terms and conditions, you should not use the services of vLex Justis.

You may not access our services if you are a direct competitor unless there’s a previous understanding with vLex Justis.

2. DEFINITIONS

Account administrator: the user of the organisation designated and authorized by the Customer to amend the Customer settings on our services as well as to activate or delete users from said organisation.

Affiliate: for the purposes of these General Conditions, an “affiliate” is any entity that controls or is controlled, directly or indirectly, or that is under the control of vLex Justis. For the purposes of this definition, “control” means that there is a direct or indirect control or possession of the title of ownership or of more than 50% percent of the votes of said entity.

Agreement: the agreement comprising the Order Form and these terms and conditions;

Content: The information obtained from vLex Justis (via our Website or Service), whether it be content generated by vLex Justis or by a third party that has licensed its contents to vLex Justis, or content that has been obtained from public sources.

This also includes images, illustrations, and PDF images as well as the software, design, icons, and any other content that is or that will be on the vLex Justis Website and Service in the future.

Contracted services: the Services that the Customer has purchased/subscribed to through the Order Form or the Online Registration Form.

Customer: the person or legal entity/organisation that subscribes to vLex Justis.

Licence: unique, individual, non-transferable access given to each and every one of the users that are permitted to use our Service.

Order Form the initial document and any subsequent documents, whether in paper or electronic format, signed or otherwise accepted by the Licensee indicating the Services or Products that the Customer is requesting and that vLex Justis or its affiliates will provide, as well as the price and Terms and Conditions. It also includes any supplement or annex. The term Order Form is also considered to be the form completed online or the contract executed by the parties. Accepting an Order Form implies accepting these Terms and Conditions as if they were part of the original.

Online Registration: the online activation of the Customer’s Services, whether they be free or purchased, where the Customer’s and the users’ information is provided.

Online Registration Form: a section of our Website which can be used for Online Registration.

Service or Product: all products and services, whether they be free or purchased, available on the Website, as well as the Website applications that have been added by vLex Justis for the Customer.

Subscription Period: The length of time stipulated on the Order Form or through any other forms of agreement, during which the Service or Product will be available to the Customer or User.

Terms and Conditions: The general terms and conditions included in this document, including the particular terms and conditions.

User: The people authorised by the Customer to use the Service within his organisation, for whom the service has been requested and for whom the Customer (or vLex Justis under the Customer’s request) has created a username and password, or other identification/authentication methods accepted by vLex Justis.

User Content: all the information and electronic data generated by users of our Service such as tags, logos, notes, names of files, key words, documents, etc. while using the Service.

Website: the internet sites, including vLex.Justis.COM, other domains that include the vLex Justis label, any other such domain names that vLex Justis will introduce in the future, and those that are operated by vLex Justis affiliates.

3. MODIFICATION OF THESE TERMS AND CONDITIONS

vLex Justis may modify the Terms and Conditions of the Service at any time in the future. The modified versions of the Terms and Conditions will appear on the above website and the Customers will be notified accordingly. Upon issuing such notifications the new Terms and Conditions will come into force immediately. It is the Customer’s responsibility to check the new Terms and Conditions and how they may impact their use of the Service. Continuing to use the Service constitutes the acceptance of the modifications applied.

4. ADDITIONAL TERMS

The Customer acknowledges that the use or engagement with certain Services or Contents may be subject to Supplementary Terms, which will be published or communicated to the Customer on the Order Form.

Particular contents provided by GALE GROUP will be regulated by the following specific Conditions:

“The Licenced Content is copyrighted by the Gale Group, Inc. (“Gale”). The Licenced Content is provided “as is” without warranty of any kind. Neither Gale nor any of its data suppliers make any warranty whatsoever as to the accuracy or completeness of the Licenced Content or the results to be obtained from using the information contained therein and neither Gale nor any of its data suppliers will be responsible for any claims attributable to errors, omissions, or other inaccuracies in the information contained in the Licenced Content. The entire risk for the results and performance of the Licenced Content is assumed by the user. Further, neither Gale nor any of its data suppliers make any representations or warranties, either express or implied, with respect to the Licenced Content, including, but not limited to, the quality, performance, merchantability or fitness for a particular purpose of the Licenced Content or any information contained therein. In no event will Gale or any of its data suppliers be liable for direct, indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Licenced Content or for any loss or damage of any nature caused to any person as a result of that use.

Material contained in the Licenced Content may not be duplicated or redistributed without the prior written consent of Gale, except that one print copy of search output is permitted for use within the customer’s organisation and that search output may be stored temporarily in electronic media for editing or reformatting and subsequent printing of one print copy of search output for internal use.

Any advertising or navigational link to e-commerce products and services displayed on vLex Justis’ website are not provided by Gale or its publishers.”

5. RESPONSIBILITIES OF VLEX JUSTIS

5.1. Provisions of the Contracted Services

vLex Justis will provide access to the Services and Contents specified on the Order Form. It will also provide the required customer services in relation to the use of the Service or Product at no additional charge. vLex Justis will make reasonable efforts to ensure that the Contracted Services are available 24 hours a day, 365 days a year, at the level of standards of the Online Information Industry. The exceptions will include circumstances when the Customers have been previously informed of the unavailability, such as essential maintenance, and Government orders, as well as circumstances beyond the reasonable control of vLex Justis, such as faults on Internet networks, computer attacks and other such failures.

5.2. Our Privacy Policy and Protection of Personal Information

vLex Justis shall not, and shall use all reasonable endeavours to ensure that no servant or agent of vLex Justis shall, without the consent of the Customer, disclose to any third-party information relating to searches carried out by the Customer using the Service.

vLex Justis shall comply with all applicable Data Protection legislation including the EC Data Protection Directive 95/46/EC, the United Kingdom Data Protection Act 1998 and the EU Regulation 2016/679 (General Data Protection Regulation), whichever laws are applicable during the Subscription Period, and in particular shall not disclose the identity of or data about the Users to any third party other than a purchaser of vLex Justis’ assets or business.

The Customer and the Users shall ensure that details of this agreement shall remain confidential and shall not be disclosed to any other party.

6. USE OF SERVICE OR PRODUCT

6.1. Professional Conduct

The Website, the Products and Services offered by vLex Justis have been specifically designed and implemented for professionals as well as universities, public institutions, and companies. Therefore, the regulations in force regarding the use of services by consumers and for personal use are not covered in these Terms and Conditions. If you are an individual and would like to use our Website or Services for personal use, please contact us in order to arrange a contractual framework that will regulate the relationship between you and vLex Justis.

6.2. Subscriptions

Unless otherwise specified on the Order Form or the Online Registration Form, subscriptions to vLex Justis Services or Products are automatically renewed.

6.3. Contracted Licences

Unless otherwise specified in the Order Form or in the Online Registration Form, the Service or Product may not be used by more individuals than the contracted Licences. If only one Licence has been assigned or purchased, the User accepts that he or she will be the only person authorised to use his or her ID and password to access the Service. If a legal entity or organisation subscribes to the Service, only as many individuals as contracted Licences may access the service.

The person designated as Account Administrator by the Customer will be able to create and update the details of the users authorised to access, up to and including the number of contracted Licences purchased.

vLex Justis will only be able to enable unlimited Access for the Customer’s IP range if this arrangement has been stipulated on the Order Form.

The use of VPN systems or other similar systems that allow the access of vLex Justis from outside the permitted IP range is prohibited unless specifically indicated on the Order Form.

6.4. General Responsibilities of the Customer

The Customer will take all reasonable steps to ensure that the Service is used in accordance with this agreement and to prevent unauthorised access to the Service.

The Customer shall use its reasonable endeavours to monitor the use of the Service by the Users or otherwise via access provided under this Agreement. Upon becoming aware (or being notified by vLex Justis) of any misuse of or unauthorised access to the Service, the Customer shall immediately give full details to vLex Justis, prevent any further misuse by the Users and use all reasonable endeavours to prevent any other unauthorised access to or misuse of the Service by third parties.

The Customer is responsible for ensuring that computer hardware and software used for accessing the Service pursuant to this Agreement are capable of accessing the Service. The Customer is responsible for arranging for the making of regular backup copies of the contents of the hard disks of any computer on which the Service is being installed or used and for using appropriate anti-virus software when accessing the Service. vLex Justis is not responsible for the availability of links to third party materials or the contents of those materials.

Transferring or sharing the information that allows individuals or organisations who are not Users or Customers to access the Service is a serious breach of this Agreement. In the case of such a breach the Customer will be responsible for any damage or loss, as well as the costs that vLex Justis may incur, including all legal costs.

For the purposes of this Agreement, every unauthorised access to the contents, Products, and/or Services offered by vLex Justis will be considered as chargeable use by the Customer whose access details were used for the unauthorised access. vLex Justis will therefore levy an extra charge, and will issue appropriate bills or invoices accordingly.

The Customer will be responsible for providing complete and accurate contact information to vLex Justis, and will provide regular updates. All communications between vLex Justis and the contact information provided by the Customer has, for all intents and purposes, legal validity.

6.5. Permitted Activities

The Customer and Users may view on screen the results of bona fide searches carried out using the Service.  Reasonable quantities of extracts (in the context of the business or operations of the Customer) may also be printed from the Products or saved to local devices temporarily (including eBook readers) subject to prevailing legislation provided the source and ownership of the copyright in the results are clearly acknowledged.

The Customer acknowledges that third parties may have a proprietary interest in parts of the Service and the Customer agrees not to remove, conceal or obliterate any copyright or other proprietary notices included in the Service.

6.6. Prohibited Activities

Except as permitted in 6.5, the Customer and its Users may not copy, duplicate, sell, download, resell, translate, re-publish, or transmit any section of the Website, the Product or its content, whether it be for commercial or non-commercial use.

The Customer may not sublicense, reuse, compile, rent, sell, use reverse engineering, or create sections that are derived from the Website, the Service or its Content. The Customer may not use framing technique or any other technique that would hide the label, logo, or other sections of the Website or the Service without prior written consent from vLex Justis.

It is expressly prohibited to misuse, download, copy, or reuse a substantial part or the entire Content, regardless of the purpose. Without prejudice of the right to claim for damages, any downloads that violate the aforementioned limitations will be considered as individual purchases of documents and will be charged according to the current rates of the services provided by vLex Justis.

The Customer may not use automatic software or otherwise manually copy or monitor the service of vLex Justis and/or its content without prior written consent from vLex Justis. The Customer may not manipulate or use the Content of vLex Justis to create publications and/or services of any kind, especially those that could be compared or that could compete in any way with the services and/or Content that vLex Justis offers now or in the future. It is expressly prohibited to include Content from vLex Justis on any databases of any kind, whether they are public or private, as well as free of charge or for a fee.

6.7. Geographical Limitations

Licenses may be restricted to specific geographical areas as agreed between the Customer and vLex Justis and recorded on the Order Form or the Online Registration Form. vLex Justis may implement technical measures to prevent access that would violate such restrictions.

6.8. Limitations by Type of Customer

The Services provided by vLex Justis include different contents and functions depending on the Customer (a small law firm, a big law firm, an academic institution, a public administration, or a company). The Customer agrees not to subscribe to a service that is intended for another type of Customer. The breach of this limitation will give vLex Justis the right to terminate the Agreement and/or demand payment of the Services and Licences that correspond to the appropriate type of Customer.

6.9. Monitoring of Use of the Service

vLex Justis reserves the right to monitor and keep records of the Customer’s use of the Service and its Content, the search history, and the IP address from which the Customer accesses the Service. Such monitoring will be for the purpose of improving the Service and ensuring that vLex Justis will be able to fulfil its obligations, as well as investigating possible violations of these Terms and Conditions. vLex Justis may cancel access to the Service if it identifies patterns of use contrary to these Terms and Conditions, especially in the case of excessive downloading, emailing or printing of documents, access by unauthorised Users, or the use of the information for unauthorised use.

7. PRICES AND PAYMENTS

7.1. Prices

The Customer will pay the amount specified in the Order Form or in the Online Registration Form, or once the Free Trial expires. Unless otherwise specified in the Order Form or in these Terms and Conditions:

these prices are as agreed for the Services and Contents, not based on the use or the effective use of the Service by the Customer;

payment obligations may not be cancelled and payments that have already been made are non-returnable; and

the number of contracted Licenses may not be reduced during the Subscription Period.

7.2. Billing and Collection

The Customer may receive one or more invoices corresponding to the contracted Services, and will provide the required information for one of the payment methods accepted by vLex Justis. If the Customer provides credit card or a bank account details, vLex Justis will be automatically authorised by the Customer to process the charges with said credit card or bank account for all the Products or Services indicated on the Order Form or the Online Registration Form. This authorisation will apply to the initial Subscription Period as well as future renewals if the Customer decide to renew its subscription.

Said charges will be processed in advance through any of the payment methods provided by the Customer, whether it be monthly or annually, or in whatever frequency indicated on the Order Form or the Online Registration Form.

7.3. Payment Delay Charges

In the event that any amounts due to vLex Justis are not paid by the due date vLex Justis will be entitled to charge interest at 4% over LIBOR, both before and after any judgment, and to suspend provision of the Service, in each case until full payment is made.

The Customer may also be expected to pay any bank fees or other charges incurred by vLex Justis if the method of payment chosen by the Customer will not result in the full payment of the invoice value. These penalties will only apply if vLex Justis communicates to the Customer the full details of the outstanding balance in writing, such as through an invoice. Payments will be allocated to settle the oldest debt first.

7.4. Service Suspension and Recovery Acceleration.

In case of delay in payment or an outstanding balance of any kind, vLex Justis may, without relinquishing any other rights:

demand expected payment of any outstanding balance, regardless of any instalments previously agreed. In such cases, vLex Justis may notify the Customer of the new outstanding balance in writing, and said outstanding balance shall be paid in full by any method of payment accepted by vLex Justis; and/or

temporarily suspend access to the Product or the Service until the outstanding balance is paid in full.

Failure to pay the sum before the end of the Subscription Period does not relieve the Customer from the obligation to pay the amounts accrued up to that time, as well as those that are subsequently accrued until the term of the Subscription Period expires.

For the purposes of this Agreement, the Customer expressly acknowledges its debt towards vLex Justis of the amount of all fees accrued and unpaid as well as the fees accrued up to the completion of the Agreement.

In either case, the Customer commits to pay the sum owed when it receives a formal notice from vLex Justis.

7.5. Collection Services

The complete or partial breach of the obligation of payment will enable vLex Justis to take the necessary actions against the Customer by enforcing its rights and commercial interests. In such cases, said actions include Subscribing to the services of a collection agency to obtain any amounts owed, transferring its rights as creditor and/or all information necessary to recover said debt.

Our prices do not include any taxes or withholdings unless otherwise stated. It is the Customer’s responsibility to pay any taxes associated with their Subscription prices.

7.6. Suitability

The Customer acknowledges that their Subscription to the Service or the Product does not depend on the existence of a specific feature or content, or of any verbal or written remarks related to the suitability of the current or future content for the Customer’s requirement. It will be the Customer’s sole responsibility to determine the suitability of the Service or the Products for its purposes and Users.

7.7. Discounts

Unless otherwise expressly stated on the Order Form, all discounts apply to first year licence fees only and the Subscription Fee for the second and subsequent years will automatically revert to Justis’ full prices then prevailing.

If, at the time of starting a new subscription the Customer is already subscribed to another vLex Justis Service, as a result of which it benefits from a special discount, the Customer agrees to keep both (or all related) subscriptions for as long as the terms of the discount apply. If the Customer fails to continue to subscribe to the agreed Services or Products vLex Justis will automatically apply the full prices to the rest of the subscriptions.

8. RESERVATION OF RIGHTS and LICENSE OF USE

8.1. Intellectual Property Rights and Copyright

All the labels, copyrights, graphics, or logos of vLex Justis available on the Website, the Service or the Product are the property of vLex Justis and are protected by international law, as well as all the relevant laws of the country in which the Customer resides or vLex Justis operates. These protected materials may not be copied, transferred, reproduced, or photocopied in any way, partially or completely, without prior written consent from vLex Justis. The logos and distinguishing signs and symbols of third parties are the property of their respective owners, and vLex Justis is not authorised to transfer or license the use of said symbols. The Customer must obtain authorisation directly from the respective owner to use them for any purpose. The Customer must not remove or hide any references to copyright, labels, and patents included in the Products and Services from vLex Justis when printing documents.

vLex Justis and third party content providers reserve the rights concerning the Services and Contents included therein, including all the Intellectual Property and Industrial rights. Access to the service or the previously mentioned content by the Customer does not involve any type of resignation, transmission, or whole or partial transfer of these rights, nor does it confer any right to use any of the said rights partially or on the whole. It also does not bestow any rights of use, license, or right to alter, exploit, reproduce, distribute or public communication of said content other than those explicitly outlined in these Terms and Conditions, without prior and express approval of vLex Justis. The Customer shall not own or acquire any right over vLex Justis’s Content, and he expressly recognises that vLex Justis’s Service and Content on the Website are protected by Intellectual and Industrial Property rights.

vLex Justis hereby informs the Customer that the Services may contain hidden identifiers as well as intentional errors in escrow in order to prove ownership of existing rights in the Content and the substantial investment made to create and update it.

8.2. Licence of Use of Service and Content of vLex Justis

vLex Justis grants the Customer a non-exclusive, individual and non-transferable, revocable and limited license of use in order to access the contracted Service and Product according to these Terms and Conditions.

The license of use given to the Customer includes the right to electronically view the content included in the contracted Service as well as the right to download the Content in an electronic format and/or print limited sections of said Contents for the exclusive professional use of the Customer.

The Service or the Product may only be used by the Customer or the Users associated with the Customer through a working, commercial, educational relationship, or a similar collaborative, dependent or subordinate relationship, and as long as said use is within the IP range of the Customer’s Organization and for the agreed purposes.

8.3. User Content

By adding or providing any content, information, or material to the Website (such as tags, logos, comments, key words, documents, amongst others), the Customer grants vLex Justis (or the authorised person ensures that the Customer has expressly granted) a perpetual, global, free, irrevocable, and nonexclusive right and license to use, reproduce, modify, adapt, publish, publicly show, translate, derive, or distribute said materials, or to include said materials in any form, method, or way that exists or may exist in the future.

If a certain portion of the user content is marked as “private”, vLex Justis will ensure that said content can only be accessed by said Customer in a general nature, but that due to the nature of Internet services vLex Justis cannot guarantee that third party users may have timely access to the previously mentioned Content, whether it be due to technical errors or any other cause. The Customer hereby accepts this explanation and indemnifies vLex Justis and its affiliates for any claim for this reason, hereby committing not to add any information into the vLex Justis Service or Website that is either confidential or that might constitute as a disclosure of secrets, or a breach of the duty of professional care. The Customer states that the private information provided does not infringe the Intellectual Property rights of other parties, and in the case of a claim, shall hold vLex Justis and its affiliates harmless of any breach of Intellectual Property rights.

9. WARRANTIES AND LIMITATION OF RESPONSIBILITY

9.1. Warranties

THE WEBSITE, SERVICE AND PRODUCT ALONG WITH THEIR CONTENT ARE PROVIDED “AS IS”. VLEX JUSTIS AND ITS THIRD PARTY PROVIDERS OF CONTENT DO NOT OFFER WARRANTIES OF ANY KIND, NEITHER EXPRESSED NOR IMPLIED, WITH REGARDS TO THE FUNCTIONING OF THE SERVICE AND ITS CONTENT, OR ANY TRANSLATIONS INCLUDED. THE CUSTOMER EXPRESSLY CONFIRMS THAT IT IS SOLELY RESPONSIBLE FOR THE USE OF SAID WEBSITE, SERVICE OR PRODUCT AND THEIR CONTENT. VLEX JUSTIS EXCLUDES ALL WARRANTIES, EXPRESSED AND IMPLIED, TO THE UPMOST LIMIT PROVIDED BY APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO THE WARRANTY THAT THE INFORMATION PROVIDED IS ACCURATE, RELIABLE, CORRECT, COMPLETE, ADEQUATE, OR PERTAINING TO A PARTICULAR PURPOSE, OR THAT THIS WEBSITE OR ITS CONTENT DOES NOT HAVE CONTENT OR FUNCTION ERRORS, OR THAT THE SERVERS THAT HOST THE SERVICE ARE WITHOUT VIRUSES.

9.2. Limitation of Responsibility

VLEX JUSTIS SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES DUE TO THE USE, OR THE INABILITY TO USE THE SERVICE OR THE PRODUCTS OR THEIR CONTENTS, INCLUDING BUT NOT LIMITED TO ANY DIRECT OR INDIRECT DAMAGE OF ANY KIND, INCLUDING LEGAL FEES.

VLEX JUSTIS, ITS THIRD PARTY DATA PROVIDERS, AFFILIATES, EXECUTIVES, ADVISORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, OR ANY OF THEIR SUCCESSORS SHALL NOT BE HELD RESPONSIBLE FOR ANY DAMAGE (INCLUDING, BUT NOT LIMITED TO LEGAL FEES, EMERGING DAMAGES, OR LOSS OF PROFIT) THAT SHOULD ARISE DUE TO THE USE OF THE SERVICE OR THE PRODUCT, INCLUDING THEIR CONTENT.

VLEX JUSTIS DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE LACK OF SERVICE AVAILABILITY FOR A DETERMINED PERIOD OF TIME, WHETHER IT BE FOR TECHNICAL ISSUES, SYSTEM MAINTENANCE, INTERFERENCE, INTERRUPTION OF INTERNET SERVICE BY THE INTERNET PROVIDERS, OR FOR ANY OTHER CAUSE.

9.3. Legal Advice

vLex Justis or its employees will not provide legal advice and will act as an attorney for the Customer.

vLex Justis, and all its third-party content providers do not offer warranties, neither express nor implied, regarding the Service or the Product and their Contents, their quality or suitability for specific purposes, their accuracy, or how up-to-date or complete they may be. In some circumstances, vLex Justis may provide translations for specific documents. The Customer acknowledges that said translations are merely informative and they are provided only for the general understanding of the translated document. The Customer will responsible for soliciting a professional translation from a third party if so required.

If the Customer is an attorney, he or she accepts that in certain countries and jurisdictions the Rules of professional conduct may apply in relation to his or her use of the Website, the Service or the Product and their Content. In the jurisdiction where “Common Law” applies, the Customer expressly agrees that it shall be its exclusive responsibility to make sure that any given case is still applicable. The Customer assumes that all the documents included in the Service are merely for guidance purposes and that any decision taken based upon said documents are made at the Customer’s own risk.

9.4. Responsibility for Third Party Content

The Service or the Product include contents provided by third parties. vLex Justis does not share the opinions expressed by said third parties or by their authors. Specifically, vLex Justis shall not be held responsible for any error, omission, opinion, documents or information that isn’t current, or for any assertion made in the contents provided by third parties on its Services.

vLex Justis shall not correct or modify the original content provided by third parties or the official sources, and it therefore cannot accept any responsibility for any mathematical or factual errors that may appear in said texts, as well as for the possible errors pertaining to personal information that may accidentally appear in the documents provided.

9.5. Third Party Publicity

vLex Justis shall not be responsible for any information on its Website or Service provided by any sponsor or advertiser. The advertisers are solely responsible for adhering to prevailing legislation.

10. DURATION

10.1. Duration of the Subscriptions

The Order Form or the Online Registration Form stipulate the duration of the Subscription Period. The parties may terminate this Agreement subject to the Terms and Conditions therein.

The Customer’s obligations related to the Content and the Intellectual Property rights will persist the termination of This Agreement for whatever reason.

10.2. Termination

vLex Justis may automatically terminate this Agreement without prior notice if and when the following situations occur:

The Customer’s delay or failure to fulfil its payment obligations;

The Customer’s failure to perform its obligations as set out in these Terms and Conditions as well as the Special Conditions that may apply to specific products, services, or contents;

If the parties agree on dividing the fees payable by the Customer into a number of instalments, both parties must fulfil their obligations for as long as this Agreement is in force. A unilateral decision taken by either party regarding the termination of this Agreement for any reason other than those that have been permitted in the Agreement, shall not relieve the party of its obligations, including but not limited to payment obligations.

10.3. Automatic Renewals

If either party wishes to terminate this Agreement at its expiry date, they must confirm their decision at least 30 days before the expiry of the Agreement.  Failure to do so will result in automatic renewal of the Agreement, in which case the Agreement will be renewed for the same period of time as the previous Subscription Period.

Provision of access keys and the ability to access, view and download the Content means the fulfilment of this Agreement by vLex Justis. Therefore, once these conditions have been satisfied the Customer will not be able to terminate this Agreement for any reason.

11. FREE TRIALS

vLex Justis offers, in some circumstances, a Free Trial of some of its Services or Products. This Free Trial will last for a period of time specified in the trial form. vLex Justis reserves the right, at its sole discretion, to determine who is eligible for these Free Trials.

We may ask for payment information in order to activate a Free Trial. In such cases, you acknowledge that vLex Justis may obtain a pre-authorisation to verify that the method of payment that has been provided exists and is valid, that it corresponds to a real person or organisation, and that it has funds. You also acknowledge that we may make a small charge for the same purpose, and that said charge will be returned immediately. These charges are not real and vLex Justis shall not be held responsible for any consequence derived from them.

vLex Justis shall issue a corresponding invoice and will proceed to charge the Subscription fee after the Free Trial is over unless the you cancel the trial before it ends. You may not receive communication from us stating that your Free Trial has expired and that your subscription period has begun. In order to check specific details of your Subscription, including the price and expiration date of the Free Trial, please click on the “Account” tab within the Services of vLex Justis. You may also talk to our Customer Service representative if you need any additional information on how to cancel your Free Trial.

12. REFUND POLICY

If you are not satisfied with your online subscription or if you forgot to cancel it, and you haven’t used your subscription since the automatic renewal, you will be entitled to a full or partial refund. This policy is on a case-by-case basis and only applies to online sales paid with credit card.

13. GOVERNING LAWS

Unless the Order Form or the Online Registration Form explicitly state otherwise, these Terms and Conditions are regulated by:

This Agreement and any dispute or claim relating to it or its subject matter, its enforceability or its termination (including non-contractual disputes or claims) is to be governed by and construed in accordance with the law of England and Wales.

Each party agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

14. OTHER PROVISIONS

14.1. Validity

The declaration of nullity, invalidity, or inefficiency of any of the Terms and Conditions of this Agreement will not affect the validity of the other Terms and Conditions, which will still be binding and in full effect.

14.2. Anti-Corruption

We believe that The Customer has not received or has been offered any payment or gift from our employees or agents that are in any way connected to this Agreement. Low-value gifts and hospitality do not constitute a violation of this this Term. If you have knowledge of a violation of this Term, you must inform said violation to hello@vlex.com

14.3. Contents Included in Intellectual Property

The contents included in vLex Justis have either been created for vLex Justis, by third parties or they are in public domain. In terms of contents owned by third parties, vLex Justis has licensed case law, newspaper articles, magazines, books, treaties, dissertations, and other materials from those who have expressed they have the rights to license them (usually the publisher that published the documents or the authors). If you are an author and you have questions or concerns regarding the electronic distribution of your materials, we recommend you contact your Publisher directly. If you don’t agree that your Publisher has the rights to authorize the distribution of these materials on vLex Justis, you may contact us directly in writing at hello@vlex.com.

14.4. Compensation & Indemnification

The Customer will compensate vLex Justis and its Affiliates, executives, advisors, employees, subcontractors, agents, or their successors, of any complaint, damage, or payment that may result from the violation of these Terms and Conditions.

The Customer agrees to indemnify vLex Justis from all liabilities, expenses, and damages arising out of any wilful misuse of the Service or Product by Users.

14.5. Transfers

The Customer will not be able to transfer or subcontract its obligations. If the matter arises that a customer transfers its obligations to a third party, even companies within the same business group, vLex Justis may terminate this Agreement unilaterally. vLex Justis may transfer their contractual position to any of its affiliates.

14.6. Promotional Use

The Customer accepts that vLex Justis may use their name and/or logo to identify them as a vLex Justis customer for its marketing and proportional purposes.

15. ADDITIONAL TERMS

15.1 For the purposes of this Agreement, all references to days shall be construed as references to calendar days.

JustisOne Terms & Conditions

 

DEFINITIONS: In this Licence the following terms will have the following meanings:

Data the information made available by the Service;

Data Provider the owner of the copyright in the Data;

Databases the compilation of the Data in electronic format in one or more databases;

Documentation explanatory text describing the Service and the Data, whether supplied in hard copy or machine-readable format;

this Licence the licence agreement comprising the Order Form and these terms and conditions;

Licensed User any employee, partner in the firm, student, member or other user entitled to bona fide access to the Service for reasons linked to the activities of the Licensee and, in the case of a licence to a natural person, the Licensee;

Licensee the person, company, organisation, institution or other corporate body subscribing to the Service;

Order Form the initial document and any subsequent document, whether in paper or electronic format, signed or otherwise accepted by both the Licensee and vLex Justis indicating the Service required initially and subsequent changes to the Service required;

Printed Publications the compilation of the Data in hard copy;

Service the provision of any Documentation and Software and/or access to the Databases and/or Printed Publications;

Software any software and any electronic user interface provided by vLex Justis to the Licensee in connection with the Service;

Special Conditions any terms specified as such in the Order Form;

Start Date the date specified as such in the Order Form;

Subscription Fee the fee payable by the Licensee for use of the Service for the period indicated on the Order Form from Start Date;

Term the term of this Licence as specified in the Order Form;

User Terms the terms of use for the Service, as set out in this agreement, under which Licensed Users are to have access to the Service;

vLex Justis vLex Justis Limited, registered in Scotland No 95752 with offices at 4th Floor, Dunn’s Hat Factory, 106-110 Kentish Town Road, London, NW1 9PX.

1. LICENCE

1.1 vLex Justis grants to the Licensee a non-exclusive, non-transferable licence to use and to permit Licensed Users to use the Service in accordance with this Licence only for the business or educational purposes of the Licensee.

1.2 The Licensee shall use all reasonable endeavours to ensure that all Licensed Users comply with the User Terms.

1.3 Where the Licensee is not a natural person, the person signing this Licence represents that s/he is authorised by the Licensee to enter into this licence for and on behalf of the Licensee.

2. PAYMENT

2.1 The Licensee shall pay the Subscription Fee together with any applicable VAT and other taxes in full without any withholding or set-off in accordance with the payment terms specified in the Order Form.  Unless specified to the contrary in the Order Form Subscription Fees are payable annually in advance and all invoices are payable within 30 days of issue.

2.2 Unless otherwise expressly stated on the Order Form, all discounts apply to first year licence fees only and the Subscription Fee for the second and subsequent years will automatically revert to vLex Justis’ full prices then prevailing.

2.3 In the event that any amounts due to vLex Justis are not paid by the due date vLex Justis shall be entitled both to charge interest at 4% over LIBOR, both before and after any judgment, and to suspend provision of the Service, in each case until full payment is made.

3. SERVICE ACCESS

3.1 Where access is provided online the Service will normally be available 24 hours a day. The normal availability of the Service may be varied for maintenance on occasions of which vLex Justis will give the Licensee not less than 48 hours’ notice. vLex Justis reserves the right to suspend the Service temporarily and without notice for reasons beyond its control. vLex Justis will provide follow-up notice within 24 hours where this occurs.  If the period of suspension lasts more than 14 days, the Licensee may terminate the Licence immediately on written notice.

3.2 vLex Justis reserves the right to make modifications or improvements to the Service but will use its reasonable efforts to give the Licensee advance notice of such changes. Modifications, if any, will either be due to reasons over which vLex Justis has no control or for the purpose of improving the service.

3.3 vLex Justis shall allocate to the Licensee any necessary usernames and/or passwords which control access to the Service. Only those usernames and/or passwords may be used by the Licensee and Licensed Users to access the Service. vLex Justis reserves the right to change the usernames and/or passwords at any time. Time locks or other software procedures may be used by vLex Justis to render superseded versions of the Service inoperable.

3.4 The Licensee shall be responsible for all third-party telecommunications or Internet service charges incurred in order to access the Service.

4. PERMITTED ACTIVITIES

4.1 The Licensee and Licensed Users may view on screen the results of bona fide searches carried out using the Service.  Reasonable quantities of extracts (in the context of the business or operations of the Licensee) may also be printed from the Databases or saved to local devices temporarily (including eBook readers) subject to prevailing legislation provided the source and ownership of the copyright in the results are clearly acknowledged.

4.2 The Licensee and Licensed Users may transmit extracts from the Printed Publications or the results of bona fide searches of the Databases to third parties through an electronic mail or facsimile system only in connection with the provision of bona fide legal advice or carrying out the Licensee’s normal business, and provided that no additional fee is directly or indirectly levied for such transmission.

4.3 The Licensee acknowledges that third parties may have a proprietary interest in parts of the Service and the Licensee agrees not to remove, conceal or obliterate any copyright or other proprietary notices included in the Service.

5. PROHIBITED ACTIVITIES

5.1 Except as permitted by law or by this Licence, the Licensee shall not itself, nor allow any Licensed User or third party to, duplicate or otherwise reproduce the Databases or the Printed Publications or the Services or any part of them or permit any person other than Licensed Users to have access to the Databases or the Services.

5.2 Except to the extent permitted by law, the Licensee shall not modify, reverse assemble, decompile or reverse engineer the Service or any part thereof or merge it with any other software or database or printed publication or create any derivative work from it.

6. GENERAL RESPONSIBILITIES OF THE LICENSEE

6.1 The Licensee will take all reasonable steps to ensure that the Service is used in accordance with this Licence and to prevent unauthorised access to the Service.

6.2 The Licensee shall use its reasonable endeavours to monitor the use of the Service by the Licensed Users or otherwise via access provided under this Licence. Upon becoming aware (or being notified by vLex Justis) of any misuse of or unauthorised access to the Service, the Licensee shall immediately give full details to vLex Justis, prevent any further misuse by Licensed Users and use all reasonable endeavours to prevent any other unauthorised access to or misuse of the Service by third parties.

6.3 The Licensee is responsible for ensuring that computer hardware and software used for accessing the Service pursuant to this Licence are capable of accessing the Service. The Licensee is responsible for arranging for the making of regular backup copies of the contents of the hard disks of any computer on which the Service is being installed or used and for using appropriate anti-virus software when accessing the Service. vLex Justis is not responsible for the availability of links to third party materials or the contents of those materials.

7. LIMITATION OF LIABILITIES

7.1 vLex Justis warrants that it owns or has obtained all necessary rights to grant this Licence, and shall indemnify the Licensee against all actions, claims, losses, liability, proceedings, damages, costs and expenses suffered or incurred by the Licensee arising from any claim that the use of the Data, Documentation or Software in accordance with the terms of this Licence infringes the intellectual property rights of any third party.

7.2 The Service is supplied to the Licensee on an “as is” basis and neither the Service nor any part thereof has been created to meet the individual requirements of the Licensee. It is the sole responsibility of the Licensee to satisfy itself prior to entering this Licence that the Service will meet its requirements and be compatible with any proposed hardware/software configuration. vLex Justis makes no warranty or representation in that respect and no failure of any part or the whole of the Service to be suitable for the Licensee’s requirements shall entitle the Licensee not to accept the same or give rise to any right or claim against vLex Justis.

7.3 vLex Justis does not seek to exclude or limit its liability where it may not do so as a matter of law, whether in respect of death or personal injury resulting from negligence or otherwise.

7.4 vLex Justis is not liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by the Licensee for any wasted management time, failure to make anticipated savings or liability of the Licensee to any third party arising in any way in connection with this Licence or otherwise, whether or not such loss has been discussed by the parties precontract, or for any account for profit, costs or expenses arising from such damage or loss.

7.5 Save where such liability arises out of breach of the warranty contained in Clause 7.1, vLex Justis will have no liability for any liability of the Licensee to any third party.

7.6 vLex Justis makes no express or implied representations or warranties to the effect that the Data is free of errors or omissions.  Their contents are determined by the Data Providers or other third parties over which vLex Justis has no control.  The Licensee shall not base any commercial decisions on the Data without independent verification of the Data.

7.7 The aggregate maximum liability of vLex Justis to the Licensee under this Licence, whether under contract or in tort, in respect of claims arising  in any calendar year shall not exceed a sum equal to twice the amount payable under this Licence by the Licensee in respect of that year.

7.8 The Licensee agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Licence, that the fees payable to vLex Justis have been calculated on the basis of limitations and exclusions in this Licence and that it is the Licensee’s responsibility to affect such insurance as the Licensee considers necessary in respect of such loss.

8. SEARCHES BY VLEX JUSTIS STAFF

8.1 No servant or agent of vLex Justis is authorised to search the Service on behalf of the Licensee or to assist in making such searches other than for the purpose of demonstration.

8.2 vLex Justis accepts no liability for loss or damage arising from such searches.

9. CONFIDENTIALITY

9.1 vLex Justis shall not, and shall use all reasonable endeavours to ensure that no servant or agent of vLex Justis shall, without the consent of the Licensee, disclose to any third-party information relating to searches carried out by the Licensee using the Service.

9.2 vLex Justis shall comply with all applicable Data Protection legislation including the United Kingdom Data Protection Act 2018 and the EU Regulation 2016/679 (General Data Protection Regulation), whichever laws are applicable during the Term of this Licence, and in particular shall not disclose the identity of or data about the Licensed Users to any third party other than a purchaser of vLex Justis’ assets or business.

9.3 The Licensee and the Licensed Users shall ensure that details of this Licence shall remain confidential and shall not be disclosed to any other party, including but not limited to the agents of the Licensee, without the express permission of vLex Justis.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 The Licensee acknowledges that it obtains no copyright or other right in the nature of copyright or any other intellectual property right whatsoever in the Service or any part thereof or in the Software, the Databases, the Printed Publications or any documentation or print-out by virtue of this Licence.

10.2 This Licence is not a sale of the original or any copy of the Software, and nothing contained in this Licence shall be construed as granting or otherwise transferring to the Licensee any copyright or ownership interest whatsoever in the Software.

10.3 Copyright and other rights subsist in the Databases and Printed Publications which are reproduced by permission of their owners.

11. TITLE AND ASSIGNMENT

11.1 Neither this Licence nor any of the rights and obligations of the Licensee hereunder may be assigned, transferred, charged, sublicensed, delegated or disposed of in whole or in part on a temporary or a permanent basis without the prior written consent of vLex Justis.

11.2 The physical media on which any part of the Databases is delivered to the Licensee remains the legal property of vLex Justis.

12. TERM AND TERMINATION

12.1 This Licence shall commence on the Start Date and shall automatically terminate on expiry of the Term as specified in the Order Form.

12.2 vLex Justis may terminate this Licence at any time immediately by written notice to the Licensee in the event of an irremediable breach by the Licensee of this Licence or after the Licensee has failed to remedy a remediable breach of these terms and conditions within 30 days of being given notice to do so.

12.3 vLex Justis may remove one or more Databases or Printed Publications from this Licence immediately on written notice if an agreement between its Data Provider(s) and vLex Justis is terminated. In this event, vLex Justis shall promptly make a pro rata refund to the Licensee of any monies paid by the Licensee for the Service covering any period of the Licence which has not expired.

12.4 In the event of automatic termination of this Licence due to failure by the Licensee to make payment of any Subscription Fee which was to be paid prior to any use being made of the Service, this Licence may nevertheless be renewed and such termination revoked if payment is made no later than 12 months from the date such payment was due.  No reimbursement of the Subscription Fee shall be made in respect of any period whilst this Licence was not in force.  Notwithstanding such termination the terms of this Licence will continue to apply in their entirety.

12.5 Termination of this Licence shall be without prejudice to the parties’ other rights or remedies.

12.6 The Licensee may terminate this Licence at any time immediately by written notice to vLex Justis in the event of an irremediable breach by vLex Justis of this Licence or after vLex Justis has failed to remedy a remediable breach of this Licence within 30 days of being given notice to do so.  If the Licensee terminates this Licence under Clause 3.1 or this Clause 12.6, vLex Justis shall promptly make a pro-rata refund to the Licensee of any monies already paid by the Licensee for any period following the effective date of termination when the Service is no longer provided.

13. GENERAL

13.1 Force Majeure Neither party shall be liable for any loss suffered by the other or be deemed to be in default for any delays or failures in performance (other than failure to make payments) under this Licence resulting from acts or causes beyond its reasonable control. In the event that the Force Majeure event continues for a period of 60 days or more, Licensee shall have the right to terminate this agreement immediately on written notice.

13.2 No Waiver Any delay or forbearance by vLex Justis or the Licensee in enforcing any provisions of this Licence or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

13.3 Entire Agreement These Terms & Conditions together with the Order Form constitute the entire agreement between the parties relating to the subject matter of this Licence and each party acknowledges that it has not relied on any representation made by the other unless such representation is expressly included herein. Nothing in this Clause 13.3 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

13.4 Severability If any provision of this Licence shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.

13.5 Variations This Licence may only be varied in writing by means of a variation of its clauses signed by both parties or by an updated Order Form.

13.6 Notices Any notice given pursuant hereto may be served personally or sent by prepaid recorded delivery letter or the equivalent to the addresses given in this Licence. Such notice shall be deemed to have been duly served when actually received.  Mere despatch of any notice does not constitute deemed service.

13.7 Precedence In the event of any conflict the provisions of the Order Form (including the Special Conditions) shall take precedence over the terms and conditions in this Licence.