The following End User License Agreement applies to your use of LexisNexis site(s), services, applications, and software (including accompanying drivers, libraries, etc.), accessed through or by you (or your organization) if you (or your organization) do not have a valid non-expired written agreement ("Agreement") directly with LexisNexis. If you (or your organization) have an Agreement with LexisNexis the terms and conditions of that Agreement shall control over the terms of this End User License Agreement.
LEXISNEXIS COMMAND CENTER END USER LICENSE AGREEMENT
IMPORTANT: READ CAREFULLY - This End User License Agreement ("EULA") is a binding contract between you as an individual user and on behalf of the law enforcement agency you represent ("Agency") (collectively "User(s)") and LexisNexis Coplogic Solutions Inc., on behalf of itself and its affiliates (collectively "LN"), for the LN sites, services, applications, and software (including, accompanying drivers, libraries, etc.), accessed through or by Users hereunder (collectively, "Services"). As used herein, the term "User" shall only include those individuals and entities permitted under Section 2 ("Authorized Users") to use the Services pursuant to this EULA.
BY CLICKING THE BOX LABELED "I ACCEPT", OR BY USING THESE SERVICES, USER ACCEPTS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA AND/OR YOU WARRANT THAT YOU ARE AUTHORIZED TO BIND USER AND ACT ON USER'S BEHALF WITH RESPECT TO THIS EULA. If User does not agree to the terms of this EULA, User may not use the Services. LN reserves all rights not expressly granted to User in this EULA. Note that this EULA may be amended or modified by LN at any time without advanced notice.
Authorized User(s). Only law enforcement entities acting in their official capacity ("Authorized User(s)") that have read and agreed to the terms of this EULA or relevant Agreement with LN are permitted to access and use the Services.
User Responsibilities. User represents and warrants that User: (i) has the right to provide Reports and/or Agency Information submitted to or through the Services to LN and expressly permits LN to distribute and use such information as permitted hereunder; and (ii) has the right to use the Services, in all manners and purposes for which it uses or accesses the Services, and subject to all applicable laws and regulations. User shall be liable for its agency's breach of this EULA as if such breach had been committed by User. User agrees that it will not attempt to gain unauthorized access to any portions of the Services, other accounts, computer systems or networks connected to any of LN's equipment and/or servers through hacking, password mining or other means. User agrees that it will not obtain or attempt to obtain, materials or information through any means not intentionally made available through this Services.
Retention. LN may retain or disclose User data, including Reports, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this EULA; (c) respond to claims that any of the Services violates the rights of third-parties; or (d) protect the rights, property, or personal safety of LN, other Services users, or the public.
Confidential Information. "Confidential Information" means all non-public information provided by one party ("Discloser") to the other party ("Recipient"), hereunder including without limitation the Services including technical documentation, applications, configurations, pricing, computer programs, algorithms, know-how, processes, databases, systems, inventions (whether patentable or not) Trade Secretes (as defined by law) and other information (oral or written). Confidential Information does not include Reports or Agency Information, or information that was, at the time of the disclosure: (a) or becomes (through no improper action or inaction by the Recipient) generally known to the public; (b) lawfully disclosed to Recipient by a third-party and received in good faith and without any duty of confidentiality by the Recipient or the third-party; (c) in Recipient's possession or known to it prior to receipt from Discloser; or (d) independently developed by Recipient; provided in each case that such forgoing information was not delivered to or obtained by Recipient as a result of any breach of this EULA. In addition, LN Confidential Information also includes product and order information, order inquiry information, product development plans including prototypes and all feedback related thereto, forecasts, the Services and any data related thereto, including any improvements, modifications, or enhancements.
Treatment of Confidential Information. Recipient agrees to: (a) protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but not less than a reasonable standard of care; (b) not use Discloser's Confidential Information other than as necessary to perform its obligations or as permitted under this EULA; (c) only disclose Confidential Information to any of its employees or agents who have a need to know, and are under obligations of confidentiality (either as a condition of employment or in a written agreement) no less restrictive than the requirements set forth hereunder; and (d) not remove or destroy any proprietary or confidential legends or markings placed upon or contained within any Confidential Information. Recipient may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that the Recipient shall give the Discloser prompt written notice of such subpoena, court order or other governmental authority so as to allow the Discloser to have an opportunity to obtain a protective order to prohibit or limit such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. Each party's obligations hereunder shall continue for the term of this EULA and for a period of five (5) years after termination of this EULA, provided however, that with respect to Trade Secrets, each party's obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret. Unless otherwise specified herein, upon the written request of Discloser, Recipient shall return or destroy (and certify such destruction in a signed writing) Confidential Information of Discloser, including copies thereof, unless retention of such information is required by law, regulation, court order, or other similar mandate. In the event of a breach or a threatened breach of the confidentiality or privacy provisions of this EULA, the non-breaching party may have no adequate remedy in monetary damages and, accordingly, may seek an injunction against the breaching party.
Term, Termination, Payment, and Account Inactivation. This EULA shall become effective upon the earlier of User's acceptance of this EULA or LN's grant of access to the Services. User shall be responsible for all fees associated with accessing the Services. LN may terminate this EULA and/or all access to the Services immediately and without notice: (i) for User's non-payment; (ii) if LN has a reasonable basis to believe that User or any of its employees or agents have used or will use the Services in violation of the terms of this EULA or have committed or will commit hostile network attacks or other improper activities; or (iii) due to changes in LN policy, modification of third-party agreements, a modification in industry standards, a Security Event (defined below), a change in law or regulation, or the interpretation thereof. Either party may terminate this EULA at any time, with or without cause, upon prior written notice to the other party. Upon termination, User shall immediately cease using the Services and shall dispose of all copies of any documentation and any other materials received from LN by either returning same to LN or erasing, purging or destroying same. Upon termination of this EULA, each party shall be liable for payment to the other party of all amounts due and payable for Services provided through the effective date of such termination. LN shall not be obligated to delete from its databases (or from other storage media) and/or return to User, Reports already provided to LN by User, and shall be permitted to continue to maintain and distribute the Reports already in its possession to Authorized Requestors in compliance with applicable laws and regulations.
Proprietary Rights. The Services are licensed not sold to User pursuant to the terms of this EULA. This EULA does not transfer ownership of the Services, documentation or any copy thereof, or any other intellectual property rights of LN. LN shall retain all right, title and interest in and to the Services, the documentation and any copies thereof furnished to User or otherwise made by User hereunder, and all intellectual property embodied therein, including all rights and benefits afforded under United States copyright, patent, or trade secret law and international treaties. User shall use the Services consistently with LN's right, title and interest therein, shall promptly notify LN of any threatened or actual infringement thereof, and shall cooperate without charge (provided that LN will reimburse out of pocket expenses) in LN's efforts to protect its rights therein. User shall not remove or obscure any trademarks, copyright notices or other notices contained on materials accessed through the Services. Each party retains all right, title, and interest under applicable contractual, copyright and related laws to their respective Confidential Information including the right to use such information for all purposes permissible by applicable laws, rules, and regulations. For LN Confidential Information, User shall use such information consistent with such right, title and interest and notify LN of any threatened or actual infringement thereof.
Security. User acknowledges that the information available through the Services may include personally identifiable information and it is User's obligation to keep all such accessed information confidential and secure. Accordingly, User on behalf of itself and any of its employees (as applicable) shall (a) restrict access to Services to those employees who have a need to know as part of their official duties; (b) ensure that User nor its employees shall (i) obtain and/or use any information from the Services for personal reasons, or (ii) transfer any information received through the Services to any party except as permitted hereunder; (c) keep all user identification numbers, and related passwords, or other security measures (collectively, "User IDs") confidential and prohibit the sharing of User IDs; (d) immediately deactivate the User ID of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (e) in addition to any obligations hereunder, take all commercially reasonable measures to prevent unauthorized access to, or use of, the Services or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (f) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through Services as it is being disposed; (g) purge all information received through the Services within ninety (90) days of initial receipt; provided that User may extend such period if and solely to the extent such information is retained thereafter in archival form to provide documentary support required for User's legal or regulatory compliance efforts; (h) be capable of receiving the Services where the same are provided utilizing "secure socket layer", or such other means of secure transmission as is deemed reasonable by LN; (i) not access and/or use the Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by LN; (j) take all steps to protect their networks and computer environments, or those used to access the Services, from compromise; (k) on at least a quarterly basis, review searches performed by its User IDs to ensure that such searches were performed for a legitimate business purpose and in compliance with all terms and conditions herein; and (l) maintain policies and procedures to prevent unauthorized use of User IDs and the Services.
Security Event. In the event User learns or has reason to believe that User IDs, the Services, or any information related thereto have been misused, disclosed, or accessed in an unauthorized manner or by an unauthorized person or contrary to any terms of this EULA (a "User Security Event"), User shall provide immediate written notice to the Information Security and Compliance Organization at 1000 Alderman Drive, Alpharetta, Georgia 30005; or via email to (security.investigations@lexisnexis.com); or by phone at (1-888-872-5375) with a written notification to follow within twenty four (24) hours. Additionally User shall promptly investigate the situation and obtain written consent from LN prior to disclosing LN or the Services to any third party in connection with the User Security Event. If required by law, or in LN's discretion, User shall notify the individuals whose information was disclosed that a User Security Event has occurred and be responsible for all legal and regulatory obligations including any associated costs which may arise in connection with the User Security Event. To the extent permitted by law, User shall remain solely liable for all costs and claims that may arise from the User Security Event, including, but not limited to: litigation (including attorney's fees); reimbursement sought by individuals (including costs for credit monitoring and other losses alleged to be in connection with such User Security Event) and provide all proposed third party notification materials to LN for review and approval prior to distribution. In the event of a User Security Event, LN may, in its sole discretion, take immediate action, including suspension or termination of User's account, without further obligation or liability of any kind.
Inspection; Records. User understands and agrees that in order to ensure compliance with applicable law and LN policies, LN may conduct periodic audits of User activity and may contact User to provide documentation regarding usage and executed searches. LN also investigates reports of abuse or misuse by User, and User agrees to cooperate fully with any and all audits and/or investigations. When necessary in LN's determination, subject to reasonable advance notification, User agrees to permit LN to enter the premises of User and/or its agents for LN to inspect records, reports and the use of the Services(s) during regular business hours to verify compliance with the terms of this EULA. User agrees to permit LN to review User's account(s), links and passwords to verify compliance with the terms of this EULA. Violations discovered in any review by LN will be subject to immediate action including, but not limited to, immediate suspension of User's access to data and/or termination of this EULA. If LN determines that User is in violation of the terms of this EULA, User shall reimburse LN for all costs incurred in connection with the inspection(s). Notwithstanding the foregoing, LN shall (i) retain all other remedies available to it under this EULA, or at law or in equity, and (ii) be permitted at any time to review by remote access User's accounts, links and passwords to verify compliance with the terms of this EULA.
Downtimes. User acknowledges and agrees that from time to time access to the Services may be unavailable or inoperable for various reasons, including but not limited to periodic maintenance procedures or repairs which LN may undertake from time to time, equipment malfunctions, or other causes beyond the control of LN or which are not reasonably foreseeable by LN, including but not limited to interruption or failure of telecommunication or digital transmission links, network congestion, or other failures (collectively "Downtimes"). Downtimes may also result from suspension by LN, in its sole discretion and without notice, of access to data files and/or the Services due to actual or suspected hostile network attacks or other improper activities.
Performance. LN will use commercially reasonable efforts to deliver the Services requested by User subject to the terms of this EULA. User understands that User may be restricted from accessing certain Services which may be otherwise available. LN reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of the Services. Due to the nature of public record information, the public records and commercially available data sources used in the Services may contain errors. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. The Services are not the source of data, nor are they a comprehensive compilation of the data. Before relying on any data, it should be independently verified.
Disclaimer of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LN AND ITS DISTRIBUTORS AND RELEVANT DATA SUPPLIERS DO NOT MAKE AND HEREBY DISCLAIM ANY WARRANTY (WHETHER EXPRESS OR IMPLIED), INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR THE CORRECTNESS, COMPLETENESS OR CURRENTNESS OF ANY THIRD PARTY COMMUNICATIONS, THIRD PARTY STIES OR CONTENT THEREIN PROVIDED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES, DATA OR RESULTS, WITH RESPECT TO THE SERVICES OR DOCUMENTATION, ALL OF WHICH ARE BEING PROVIDED ON AN "AS IS" BASIS. ANY STATEMENTS REGARDING THE SAME MADE BY A DISTRIBUTOR OR OTHER THIRD PARTY ARE NOT WARRANTIES AND CANNOT BE RELIED UPON BY USER. THE ENTIRE RISK ARISING OUT OF USE OF THE SERVICES REMAINS WITH THE USER.
Limitation of Liability. User agrees that LN's aggregate liability for any and all losses or injuries arising out of any act or omission of LN in connection with anything to be done or furnished under this EULA, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed One Hundred Dollars ($100.00); and User covenants and promises that it will not sue LN for an amount greater than such sum even if User and/or third-parties were advised of the possibility of such damages and that it will not seek punitive damages in any suit against LN. IN NO EVENT SHALL LN BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, INCURRED BY USER FROM RECEIPT OR USE OF INFORMATION DELIVERED HEREUNDER OR THE UNAVAILABILITY THEREOF.
Indemnification. To the extent permitted by law, User hereby agrees to protect, indemnify, defend, and hold harmless LN, its affiliates, its subsidiaries, officers, directors, employees, representatives, data suppliers (including other law enforcement users providing Reports or Agency Information hereunder), and distributors from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in any way related to (a) User's use of Services and any information received by User furnished by or through LN; (b) User's breach of any terms, conditions, representations or certifications in this EULA; and (c) any Security Event.
Arbitration. Other than claims and controversies involving any (i) violation of any of the proprietary rights of LN, including claims in equity or law to protect the intellectually property rights of LNs or any of its third party providers, or (ii) failure to comply with restrictions on use of the Services herein; any controversy, claim or counterclaim, arising out of or in connection with this EULA will be resolved by binding arbitration under this Section and the then-current American Arbitration Association ("AAA") Commercial Rules, WITH THE EXCEPTION THAT ANY ARBITRATION WILL BE CONDUCTED AND RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT ON A CLASS-WIDE, MULTIPLE PLAINTIFF OR SIMILAR BASIS. In the event any court, arbitrator or panel of arbitrators rules that the foregoing limitation is invalid, then, arbitration shall not be available and is expressly precluded as a method of conducting and resolving disputes arising under this EULA. The duty to arbitrate will extend to any employee, officer, agent or affiliate of either party. 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 EULA. Each party will bear its own attorneys' fees and other costs 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 attorneys' 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 EULA.
Employee Training. User shall train new employees prior to allowing access to Services on all User's obligations under this EULA. User shall conduct a similar review of its obligations under this EULA with existing employees who have access to Services no less than annually. User shall keep records of such training.
Promotional Release. User shall not name LN or refer to the use of the Services or other LN products or services in any publication, news release, advertisement, or promotional or marketing materials without LN's prior written consent, such consent not to be unreasonably withheld. LN may disclose to third parties that LN provides Services to User. LN may also use User's name or related information to the extent necessary to provide the relevant Services hereunder.
No Solicitation. User shall not distribute on or through the Services any content containing any advertising, promotion, solicitation for goods, services or funds or solicitation for other to become members of any enterprise or organization without the express prior written permission of LN. In no event may any person or entity solicit anyone with data, information or content retrieved from this Site.
Commercial Items and Export Restrictions. THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED. User acknowledges that the Services are of U.S. origin and subject to U.S. export jurisdiction. Any export and/or use of Services outside of the United States of America, and compliance with corresponding laws, Nation State regulations, taxes, and tariffs, are the sole responsibility of the User. User acknowledges that LN is subject to economic sanctions laws, including but not limited to those enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, and the United Kingdom. Accordingly, User shall comply with all economic sanctions laws of the United States, the European Union, and the United Kingdom. User shall not provide access to the Services to any individuals identified on OFAC's list of Specially Designated Nationals ("SDN List"), the UK's HM Treasury's Consolidated List of Sanctions Targets, or the EU's Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions. User shall not take any action which would place LN in a position of non-compliance with any such economic sanctions laws.
Assignment. Neither this EULA nor the license granted herein may be assigned, transferred or conveyed by User, in whole or in part by User, without the prior written consent of LN. An assignment includes without limitation the dissolution, merger, consolidation, reorganization, sale or other transfer of assets, properties, or controlling interest of twenty percent (20%) or more of User. Any assignment by User without the prior written consent of LN shall be void.
Survival. Those provisions of this EULA that by their terms, nature or sense survive any termination or expiration of this EULA shall so survive in accordance with their terms, including but not limited to provisions related to intellectual property ownership and proprietary rights, limitations of liability, payment for product or services, disclaimer of warranties, and nondisclosure of confidential information.
Governing Law. The laws of the State of Georgia, excluding its conflicts of law rules, govern this EULA and User's use of any materials, reports, or the Service. User's use of any materials or reports provided by the Service may also be subject to other local, state, national, or international laws.
Affiliates and Share Facilities. For purposes of this EULA, "Affiliate" means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with LN. Affiliates shall not be bound by the terms and conditions of this EULA with respect to the provision of their applicable Services hereunder and nothing in this EULA shall prevent or limit Affiliates from offering previously purchased Reports or data extracted from Reports for sale. User understands and agrees that certain Services furnished under this EULA may actually be provided by one or more of LN's affiliates. LN may utilize facilities located outside the United States to provide support or the Services under this EULA, and if such centers are utilized they shall be under the control of LN and subject to all LN policies that govern data access, protection and transport in the United States.
Notice. All notices, requests, demands or other communications under this EULA shall be in writing to LN at 1000 Alderman Drive, Alpharetta, GA 30005 Attn: Coplogic Solutions. User may also contact customer services at 1-888-949-3835 with any questions. Notice shall be deemed to have been duly given: (i) on the date of service if served personally to LN; (ii) on the day after delivery to a commercial or postal overnight carrier service; or (iii) on the fifth day after mailing, if mailed to LN, by first class mail, registered or certified, postage prepaid and properly addressed. LN or User may change its address for the purpose of this Section by giving the other party timely, written notice of its new address in the manner set forth above.
Additional Terms. To the extent User does not have a valid non-expired written Agreement directly with LN, this EULA is the entire agreement between User and LN relating to the Services and supersedes all prior EULAs or agreements and all other prior or contemporaneous oral or written communications, proposals and representations with respect to the Services. This EULA including those terms and conditions posted on web pages specifically set forth herein or contained with any software provided under this EULA, as may be updated from time to time. Any additional terms or conditions contained in purchase orders or other forms are expressly rejected by LN and shall not be binding. Acceptance or non-rejection of purchase orders or other forms containing such terms; LN's continuation of providing Products or Services; or any other inaction by LN shall not constitute LN's consent to or acceptance of any additional or different terms from that stated in this EULA. This EULA may not be modified by User without a written amendment signed by both Parties.
Miscellaneous. This EULA applies to updates, supplements, modifications, enhancements, or service components of the Services that LN may provide or make available to User after the date User obtains the initial copy of the Services, unless they are accompanied by separate terms. LN reserves the right to discontinue providing the Services at any time. Neither party will be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, including force majeure event or acts of God or public enemy. The failure or delay by either party in exercising any right, power or remedy under this EULA shall not operate as a waiver of any such right, power or remedy. If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this EULA shall remain in full force and effect. The headings in this EULA are inserted for reference and convenience only and shall not enter into the interpretation hereof.