Terms & Conditions

“You” (the individual or entity accepting this Agreement also referenced in the possessive as Your) agree to access and use the LexisNexis Firm Manager® Software-as-a-Service application and its related materials, documentation, and services, also referenced herein as the “LexisNexis Firm Manager® Solution” or the “Services” on the terms of this License Agreement between You and LexisNexis, a division of Reed Elsevier Inc. (“LexisNexis” or “LN”) (the “Agreement”). In order to access and use the Services You must indicate Your agreement with the following terms and conditions by clicking “I ACCEPT” below. If You are accepting these terms on behalf of a business entity, You represent that You have the authority to do so. If You do not agree to these terms and conditions, do not click “I ACCEPT” and You will not be permitted to access or use the Services.

IF YOU ARE USING A BETA VERSION OF THE SERVICES OR ARE USING THE SERVICES IN RESPONSE TO AN OFFER OF A TRIAL USER ID, SECTIONS 5, 9 AND 10 OF THIS AGREEMENT SHALL NOT APPLY TO YOU. BETA USERS ARE ALSO SUBJECT TO THE ADDITIONAL TERMS AND CONDITIONS FOUND HERE.

DEFINITIONS
The following definitions apply to this Agreement:

Affiliate” of a party means a corporation, partnership, or other legal entity that controls, is controlled by, or is under common control with that party, either directly or through another Affiliate, but only while that control relationship exists; “control” of an entity means the power to direct the management and policies of that entity through a controlling vote on the board of directors or similar governing body of that entity or the ownership of interests entitled to more than 50% of the votes of that entity.

Authorized User” means an individual to whom You have assigned an ID and who otherwise qualifies to use the Services under the terms of this Agreement.

Customer Data” means any information, data, files, or documents containing information about Your business or its clients that You enter into or include in any LexisNexis Firm Manager® database. LexisNexis reserves the right to limit the amount of Customer Data stored within its hosting environment.

Customer Information” means LexisNexis Firm Manager® information which LexisNexis collects about You, Your practice, and Your use of the LexisNexis Firm Manager Website and the Services. Customer Information may contain PII and Non-PII as defined below.

Effective Date” means the date that the LexisNexis Firm Manager® Service is first made available for Your use.

LexisNexis Firm Manager® Website” means the website found at https://app.firmmanager.com/app and any mobile equivalent.

Force Majeure” means a cause which is beyond a party’s reasonable control, including fire, riot, civil disturbance, strike (other than a strike by that party’s employees), embargo, explosion, earthquake, volcanic action, flood, act of military authority, act of terrorism, act of God, act of the public enemy, government requirement or delay, change in law or regulation, civil or military authority, inability to secure raw materials, failure of the worldwide internet or transportation facilities, and act or omission of a carrier or supplier.

High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the failure of the Services could lead to death, personal injury, or environmental damage.

Including” and “includes” mean including, without limitation.

Misuse” means using the LexisNexis Firm Manager® Solution in a manner other than as permitted under this Agreement.  Examples of Misuse include, but are not limited to, gaining or allowing unauthorized access to and use of User IDs and or passwords for the LexisNexis Firm Manager® application prohibited hereunder, including to accounts or data bases maintained by LN, failing to securely administer User IDs and passwords for the LexisNexis Firm Manager application, sharing access to any User Id with any person, altering any component of the LexisNexis Firm Manager® Solution (not including Customer Data intended to bes so alterable), interfering or interrupting networks connected to the LexisNexis Firm Manager® Solution, uploading data that would exceed, in LN’s sole discretion, a reasonable amount of data, and uploading or introducing to the LexisNexis Firm Manager® Solution viruses, corrupted files or other such malicious software that may damage the operation of the LexisNexis Firm Manager® Solution.

Non-PII” means non-personally identifiable information about Your use of the LexisNexis Firm Manager® Website and the Services but not about You personally, e.g., Your domain and browser, which information may be used by LN for the purpose of identifying and analyzing trends, determining usage of the LexisNexis Firm Manager Website and for the administration, review and/or the improvement of the Services and the content of the LexisNexis Firm Manager Website.

PCI” is the acronym for the Payment Card Industry.

PHI” means (i) Protected Health Information as that term is defined in the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 (P.L.104-191) and as that term is defined in 45 C.F.R. Sec. 160.103 or (ii) Electronic Health Records or Patient Health Records (as those terms are defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C. Sec. 17921(11), respectively), as such acts, statutes and regulations are amended.

PII” means personally identifiable information which may include, for example, (i) Your name, (ii) mailing address, (iii) e-mail address, (iv) User ID and password, (v) any responses You choose to provide to survey questions, (vi) information You provide in connection with subscribing to a newsletter, or (vii) inquiries You may make through the LexisNexis Firm Manager® Website, any of which LN may store for the purpose of responding to Your inquiries or processing transactions You request, or maintaining Your account (if You have one), and for other purposes permitted by this Agreement. LN does not share, sell, rent or trade PII with third parties for their promotional purposes.

Recurring Monthly Charge” means the regular monthly charge for the Services, exclusive of fees due for transactional use of the Services.

System Administrator” means Your employee or agent who has sufficient training and experience to identify and isolate problems using the LexisNexis Firm Manager® Solution or the Services (“Problems”) and to provide sufficient information and assistance to LN to be able to reproduce such Problems. The System Administrator or his/her delegate shall be the single point of contact with LN when reporting Problems. LN may require You to appoint a new System Administrator if LN reasonably determines that the System Administrator does not possess the training or experience necessary to perform the required functions of the System Administrator or cannot communicate effectively with LN’s support personnel.

User ID” means an identification number and password (or other authentication or security measures) that enable access to and use of the LexisNexis Firm Manager® Solution.
TERMS
The following terms (“Terms”) apply to the implementation of this Agreement.

1. REPRESENTATIONS AND WARRANTIES
1.1You represent and warrant to LN as follows:
(a) You will employ the LexisNexis Firm Manager® Solution and related Services, solely for Your own use in the ordinary course and conduct of Your business;
(b)You have the authority to execute and deliver this Agreement, and to perform the obligations under this Agreement;
(c)The execution, delivery and performance of this Agreement will not violate any other agreement to which You are a party;
(d)You will not use any information from the LexisNexis Firm Manager® Solution for any purpose not expressly permitted in this Agreement or otherwise authorized in writing by LN; and
(e)All information that You provide to LN will be true and complete and may be relied on and used by LN for the provision of the LexisNexis Firm Manager® Solution and the Services provided in connection with this Agreement.
1.2 LN represents and warrants to You as follows:
(a) The Services will perform in a manner consistent with its documentation and specifications;
(b) That LN is a corporation validly organized and in good standing under the laws of the State of Massachusetts and has the authority to execute and deliver this Agreement, and to perform its obligations under this Agreement;
(c) That the execution, delivery and performance of this Agreement by LN will not violate any other agreement to which LN is a party; and
(d) With respect to any breach of the warranty identified in subparagraph (a) above, LN will, on notice, use commercially reasonable efforts to correct any identified material errors in the performance of the Services. That corrective action will constitute LN’s sole liability and Your sole remedy with respect to any identified performance error.
1.3 You acknowledge the risk that information transmitted electronically between You and LN through the LexisNexis Firm Manager® Website may be intercepted by third parties. You agree to accept that risk and will not hold LN liable for any loss, damage or injury resulting from the interception of information.

2. CONFIDENTIAL INFORMATION
2.1 “Confidential Information” means (i) all components of the LexisNexis Firm Manager® Solution and Services, including without limitation, all non-public information and all User IDs and passwords issued to You; (ii) LN’s Intellectual Property; (iii) all other proprietary documentation and information relating to or exchanged through the LexisNexis Firm Manager Solution or Services; (iv) the terms of this Agreement and these Terms; (v) all customer specific information, including information regarding Your clients, customers or vendors; and (vi) any other information or material disclosed or made available by either LN or You relating to such party and its business, that is identified as confidential at the time it is disclosed or that should reasonably be understood to be confidential.
2.2 Neither LN nor You will disclose to any entity (except to its employees representatives, agents or contractors having a need to know the Confidential Information and who are subject to confidentiality obligations no less restrictive than those herein) or use, except as permitted by this Agreement, any Confidential Information it receives pursuant to this Agreement. LN and You will each exercise reasonable efforts, but in no event less than the same degree of diligence as it exercises in protecting its own trade secrets, to safeguard the Confidential Information and to prevent its unauthorized use or disclosure.
2.3 Confidential Information does not include information already known to the receiving party before the date of disclosure; information generally available to the public; or information received from a third party who is not bound by an obligation to keep it confidential.
2.4 If a breach of the obligations in Section 2.2 occurs or is threatened, the disclosing party will be entitled to seek equitable relief, including injunction and specific performance. LN and You each waive any bond requirements in connection with those remedies.
2.5 If either party is required by law to make any disclosure of Confidential Information that is prohibited or otherwise constrained by this Agreement, then such party will provide the other party with prompt written notice of such requirement (to the extent permitted by law) prior to such disclosure so that the other party may seek a protective order or other appropriate relief. Subject to the foregoing sentence, the party required to make any such disclosure may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
2.6 You grant to LN a non-exclusive, royalty-free right during the Term, to use Your Customer (Data/Information) for the sole purpose of performing LN’s obligations under this Agreement in accordance with the terms herein. Without limiting the foregoing, LN shall not release or disclose to any third party any Customer (Data/Information) that can be identified as originating from You, nor will LN identify, either directly or indirectly, any client or other party identified in Your Customer (Data/Information), nor will such data be utilized in any study, report or publication without first being combined with a significant body of other data such that You cannot be identified.

3. EXCLUSION FROM LEXISNEXIS FIRM MANAGER® SOLUTION AND SERVICES
3.1 If any action, proceeding, claim or dispute arises between You and LN over Your Misuse of the LexisNexis Firm Manager® Solution, You acknowledge that Misuse of the LexisNexis Firm Manager® Solution will constitute a material breach of this Agreement and that under such circumstances LN will have the right to either suspend Your right to use LexisNexis Firm Manager pending any resolution of the dispute or terminate Your access to the LexisNexis Firm Manager Solution and Services.

4. ADMINISTRATIVE DATA, OWNERSHIP RIGHTS, AND LIMITATION ON USE
4.1 You agree to provide and update all information that is reasonably necessary in order for LN to provide the LexisNexis Firm Manager® Solution and the Services to You.
4.2 You agree that LN may use, subject to Section 2, any Customer Data necessary for the performance of the Services or for the creation or maintenance of the database containing Customer Data.
4.3 LN is not responsible for the accuracy, completeness or integrity of any original Customer Data entered into the LexisNexis Firm Manager® database via electronic data interface, integrations with Your systems, or manually entered by You, Your representatives or contractors. LN does not warrant the accuracy of data in reports generated using original Customer Data and expressly disclaims responsibility for the results obtained through reports designed and generated by You using the LexisNexis Firm Manager Solution’s reporting functionality. You are solely responsible for data validation in any reports designed and generated by You.
4.4 You acknowledge that LN or its licensors owns all intellectual property and other rights to the LexisNexis Firm Manager® Website and registries, and to all software, databases and tangible and intangible materials embodied in them or relating to them, including without limitation all raw, gross or compiled statistical information and other data obtained, assembled or developed by LN in the course of providing its Services, all software modifications, all derivative works, and all copyright, patent, trademark, trade secret and other intellectual property or other rights to them, without any obligation to You or any third party (collectively, the “LN Intellectual Property”). Nothing contained in this Agreement will be construed to convey any title or ownership right in any of the LN Intellectual Property to You, or any right to use any of the LN Intellectual Property other than as expressly contemplated by this Agreement and these Terms. You may not remove any of LN’s copyrights, patents, trademarks, or other proprietary notices contained on the LexisNexis Firm Manager Website or LexisNexis Firm Manager Solution or in any other documentation or materials available to You through the LexisNexis Firm Manager Solution. LN may modify, delete, amend or change its registries, applications, products and the LexisNexis Firm Manager Solution at its sole discretion.

5. FEES
5.1 You acknowledge and agree that in order to use and continue using the LexisNexis Firm Manager® Solution and to access the database containing Customer Data, that You are required to timely pay the required fees each month. Fees do not include any federal, state or local sales, use, or similar taxes. If any such taxes are applicable, You shall be solely responsible for payment of such taxes.
5.2 You will receive an email invoice or other electronic notice of payment due, in arrears, on or about the due date of each monthly payment. You agree that Your credit card may be charged in the amount of the fees due, on or about thirty days following the Effective Date of this Agreement, and each subsequent payment coming due until You notify LN that (a) You wish to terminate this Agreement pursuant to Section 11, or (b) You wish to use a different credit card for subsequent payments. Failure to pay, including failure to keep a current valid credit card on file with LN, may result in suspension or termination of Your use of the LexisNexis Firm Manager® Solution and receipt of the Services.
5.3 Payments provided for herein shall, when overdue, be subject to a late payment charge calculated at a rate of one and one-half percent (1.5%) per month until paid; provided, however, that if the amount of such late payment charge exceeds the maximum permitted by law for such charge, such charge shall be reduced to such maximum amount. You shall be liable for all costs of collection incurred by LN including, without limitation, collection agency fees, reasonable attorney’s fees and court costs if You fail to comply with the payment obligations set forth herein.
5.4 At LN’s option, the entire amount due for the Services and under any other agreement that You may have with LexisNexis shall become due and payable upon Your breach of any term, provision or condition herein or of any other agreement that You may have with LN.
5.5 You hereby authorize LN to make whatever credit investigation it deems appropriate in order to provide You with the Services. You further authorize LN to exchange any information received in the course of such investigation. LN may request reports from credit reporting agencies or others. If You ask whether a credit report was requested, LN will tell You and if a report was received, LN will give You the name and address of the agency that supplied the report.
5.6 If Your organizational structure changes (e.g., through merger, acquisition or divestiture), or Your organization materially changes through organic growth, or other circumstances which result in a significant increase in Your use of the LexisNexis Firm Manager® Solution or the storage of Customer Data covered by this Agreement, LN reserves the right to adjust the amounts payable under this Agreement, in good faith, to reflect the proportional increase in Your use of the LexisNexis Firm Manager Solution or storage of Customer Data at any time during the Term of this Agreement.

6. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNIFICATION
6.1 LN assumes no responsibility or liability regarding any information provided or any action taken by You in connection with the LexisNexis Firm Manager® Solution and Services. Without limiting the foregoing, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, LN DOES NOT WARRANT AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR THE ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION OR SERVICES MADE AVAILABLE THROUGH THE LEXISNEXIS FIRM MANAGER SOLUTION. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 1.2, ABOVE, LN PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES. LexisNexis Firm Manager software or other methodology by which the Solution and Services are rendered is provided “AS IS.” You should not maintain credit card processing or other highly sensitive information in the LexisNexis Firm Manager Solution. The LexisNexis Firm Manager Solution is not designed to receive payment card information. As such, You remain solely liable for compliance with all related obligations, including but not limited to the PCI standards. You agree that You will not include PHI as a part of the Customer Data without first notifying LN and securing its prior written approval. You hereby represent and warrant that You will not provide LN with any PHI or with information from such records without the execution of a separate agreement between the parties.
6.2 YOU AGREE THAT THE LIABILITY OF LN, ITS AFFILIATES AND AGENTS ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE LEXISNEXIS FIRM MANAGER® SOLUTION AND SERVICES PURSUANT TO THIS AGREEMENT WITHIN THE TWELVE MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. YOU FURTHER AGREE THAT LN IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES) RELATING TO THIS AGREEMENT OR THESE TERMS. THESE DISCLAIMERS APPLY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER LN HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; PROVIDED THAT THESE DISCLAIMERS WILL NOT BE APPLICABLE TO THE EXTENT DAMAGES ARISE FROM LN’S GROSS NEGLIGENCE OR FRAUDULENT OR INTENTIONAL MISCONDUCT AND WILL NOT BE APPLICABLE TO LN’s INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 6.4, BELOW.
6.3 You agree to defend and indemnify LN and its Affiliates, directors, officers, agents, employees, consultants from any claims, actions, proceedings, costs, liabilities, judgments, obligations, penalties, losses, costs, expenses or other damages (including reasonable attorneys’ fees and expenses) sustained by LN and its Affiliates or consultants by reason of any third party claims related to Your use of the LexisNexis Firm Manager® Solution and Services. LN will promptly provide notice to You of any indemnifiable event or loss. You will undertake, at Your own cost, the defense with counsel reasonably acceptable to LN. LN reserves the right to participate in the defense of the claim, suit or proceeding, at its expense, with counsel of its choosing.
6.4 LN agrees to defend and indemnify You and Your Affiliates, directors, officers, agents, employees and consultants against any claims, actions, proceedings, liabilities, judgments, obligations, penalties, losses, costs, expenses or other damages (including reasonable attorneys’ fees and expenses) sustained by You and Your Affiliates or consultants by reason of any third party claim that the LexisNexis Firm Manager® Website or any LN content thereon or LexisNexis Firm Manager software (except for third party content or software) infringes a U.S. patent, copyright or trade secret. You agree to promptly provide notice to LN of any indemnifiable event or loss and will cooperate with LN in defending the event or loss. LN will undertake, at its own cost, the defense of the claim, suit or proceeding. You may participate in the defense of the claim, suit or proceeding, at Your expense, with counsel of Your choosing.
6.5 LexisNexis may provide integrations with third party products and services that You may use at Your sole option and risk. Access to and use of any third party products and services is subject to the separate terms and conditions required by the providers of such third party products and services. You understand and agree that LexisNexis has no liability arising from or based on (i) Your use of or inability to use any integrations made available by LexisNexis, or (ii) any associated third party products and services. The integrations with third party products and services are made available to You without any warranty of any kind. The integrations may be modified or discontinued at any time without advance notice to You. LexisNexis has no responsibility whatsoever for the performance or non-performance of any third party products and services integrated with the LexisNexis Firm Manager® Solution. For the purpose of determining any credits due under Section 9.1 hereof, calculations of the availability of the LexisNexis Firm Manager Solution shall not include the unavailability of any integration or any third party products and services, or any features or functions thereof.

7. RIGHT TO USE AND RESTRICTIONS ON USE
7.1 You acquire only the limited, terminable right to use the LexisNexis Firm Manager® Solution, Services and materials and do not acquire any right of ownership in them. You may not distribute, modify, reverse engineer or reproduce the LexisNexis Firm Manager Solution, the Services or any component of the Services. All rights in and title to the LexisNexis Firm Manager Solution, Services and materials, including all intellectual property rights, are owned by LN or its licensors.
7.2 Any notes, notebooks, designs, drawings, formats, models, writings, reports, sketches, formulas, specifications, memoranda, documentation, ideas, know-how, techniques or other intellectual property, including without limitation, any information, computer programs, software or other tangible property, network configuration, formulae, product device, system, technique, drawing, program or process, and all derivative works, developed by LN which are based on the LexisNexis Firm Manager® Solution, including changes and modifications to the LexisNexis Firm Manager Solution (“New IP”) will be the sole property of LN. You will have a right to use New IP, when made commercially available by LN under the same terms and conditions as the LexisNexis Firm Manager Solution.
7.3 You may use the LexisNexis Firm Manager® Solution solely for Your own business purposes and operations. Subject to the terms of Section 10, this right to use the LexisNexis Firm Manager Solution will end immediately upon termination of this Agreement. The LexisNexis Firm Manager Solution may not be used by Your subsidiaries or Affiliates, unless expressly agreed by LN. You agree to implement policies and procedures to prevent unauthorized access to and use of User IDs and the LexisNexis Firm Manager Solution, and will immediately notify LN in writing if You suspect that a User ID to the LexisNexis Firm Manager Solution is lost, stolen, compromised or Misused. You agree to fully reimburse LN for any labor and expenses incurred due to Your failure to prevent unauthorized use of the User IDs and the LexisNexis Firm Manager Solution, notwithstanding any conflicting provisions or limitations in this Agreement.
7.4 Upon prior notice to You, LN may cancel your access to the Services and terminate Your use of the LexisNexis Firm Manager® Solution in the event You exceed the Customer Data storage limitations set by LN at LN’s sole discretion.

8. NOTICE OF CLAIMS AND INFORMATION REQUESTS
8.1 You agree to give prompt notice to LN on receipt of any inquiry from any news media, court, governmental body, legal ethics committee or other third party regarding LN, the LexisNexis Firm Manager® Solution or this Agreement.

9. ROUTINE AND EMERGENCY MAINTENANCE; SUPPORT
9.1 The LexisNexis Firm Manager® Solution is provided to You with the expectation that it will be available for Your use 99.9% of each calendar month while this Agreement is in effect and as further specified in this Section 9.1. In the event the LexisNexis Firm Manager Solution is not available for Your use 99.9% of each calendar month while this Agreement is in effect and You meet all of Your obligations under this Agreement, You may be eligible for credits for periods when the LexisNexis Firm Manager Solution is unavailable due to an Outage, which credits will be determined at LN’s sole discretion and as further specified in this Section 9.1. You understand and agree that LN will periodically perform routine and emergency maintenance on the LexisNexis Firm Manager Solution as needed and that no credits will be made to You for any period of time the LexisNexis Firm Manager Solution is unavailable for routine or emergency maintenance. An “Outage“ is defined as an inability to access the LexisNexis Firm Manager Website due to a failure in the network, hardware or LexisNexis Firm Manager application system; provided, an Outage does not include any period of unavailability of the LexisNexis Firm Manager Solution or the Services attributed to acts or omissions of You or Your Authorized Users, or failure of Your network or equipment including any mobile device and associated services, Force Majeure events, fiber cuts caused by third-parties, failure of elements of the Internet or third party products or services outside of LN’s control, or unavailability occurring during LN’s routine or emergency maintenance of the LexisNexis Firm Manager Solution or the Services. LexisNexis will make efforts to perform routine or scheduled maintenance during its non-peak hours and with advance notice to You.
9.2 LN will make a member of its support staff available via telephone (“Telephone Support“) to Your System Administrator to assist You in the standard business use of the LexisNexis Firm Manager® Solution. Your System Administrator will provide the first line technical support of the LexisNexis Firm Manager® Solution and Services to You and Your Authorized Users. Telephone Support shall be available 8:00 am – 8:00 pm EST/EDT Monday through Friday, excluding holidays recognized by LN, at 877-516-8260. LN may, in its sole discretion, make other support resources available as listed at the URL:  http://www.firmmanager.com/resources/.

10. TERM AND TERMINATION
10.1 The Term of this Agreement extends month-to-month for so long as You pay the Fees required to continue to use the LexisNexis Firm Manager® Solution. If You fail to pay the Fees when due, LN may suspend Your access to the LexisNexis Firm Manager Solution until such time as all past due Fees have been paid.
10.2 This Agreement may be terminated by either party before the expiration of the Term on written notice if the other party: (i) breaches any confidentiality or non-disclosure obligation; (ii) breaches any other material term or condition of these Terms and fails to remedy any breach within thirty (30) days after receiving notice; (iii) becomes the subject of any voluntary or involuntary proceeding under the U.S. Bankruptcy Code or any state insolvency proceeding; (iv) ceases to be actively engaged in business. This Agreement may be terminated by LexisNexis upon one hundred eighty (180) days prior written notice in the event it no longer offers or makes the Services generally available or upon thirty (30) days prior written notice in the event it determines, without cause, that it will no longer offer the Services to You as a user; provided, You will have the opportunity to retrieve Your Customer Data prior to the effective date of any such termination in accordance with such notice. LN shall not be liable for any damages resulting from any such termination.
10.3 On the expiration or termination of this Agreement: (i) You will promptly pay amounts owed to LN in accordance with these Terms; (ii) all User IDs and Passwords issued to You to access the LexisNexis Firm Manager® Solution will be deactivated; and (iii) You will deliver to LN all manuals, software, documents and other LN Intellectual Property and Confidential Information in Your possession.
10.4 Unless LexisNexis terminates for your breach, Customer Data will be available to You for a limited period of time, not to exceed six months following the date of termination, at the discretion of LN (the “Transition Period”), after which, Customer Data will be purged from the LexisNexis Firm Manager® Solution and destroyed. If You wish to delete or retain the Customer Data, You must execute such deletion or copy and /or export it prior to or within the Transition Period.

11. NOTICES
11.1 Except for notice pursuant to Section 5.2, Notices will be deemed duly made if in writing, emailed or faxed and (i) sent by overnight courier; or (ii) mailed by certified mail

TO LN:
LexisNexis, a division of Reed Elsevier Inc.,
Attention Chief Legal Officer,
9443 Springboro Pike, Miamisburg, OH 45342

TO YOU:
At Your address on file, as provided upon registration for the Services and acceptance of this Agreement, or as updated from time to time within the Services.

11.2 LN will provide routine product notices (e.g., information regarding features, content, or maintenance) to You via email only, addressed to You or the appropriate Authorized User(s), and email notice is deemed sufficient for such purposes.

12. MISCELLANEOUS
12.1 Terms and Conditions of Use. You agree to abide by all administrative policies and procedures set forth in the Terms and Conditions of Use disclosed on the LexisNexis Firm Manager® Website at http://www.firmmanager.com/terms–conditions-101KS-970WA.html, as may be amended from time to time by LN. To the extent any provisions in the Terms and Conditions of Use are inconsistent or conflict with any provisions of these Terms, these Terms will prevail.
12.2 Changes to the Agreement. This Agreement may be changed from time to time as described below or by written agreement. The provisions of these LexisNexis Firm Manager® Terms may be changed by LN immediately upon notice to You. If any changes are made to these LexisNexis Firm Manager Terms, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against You or the Authorized Users but will apply to all similarly situated LN customers using Firm Manager. You may terminate this Agreement if any change to these LexisNexis Firm Manager Terms is unacceptable to You, and such termination shall be Your sole remedy for any such changes in the Agreement.
12.3 Assignment. No party may assign or otherwise transfer this Agreement without the prior written consent of the other party except that LN may assign this Agreement in its entirety to any purchaser of all or substantially all of its business or assets pertaining to the line of business to which this Agreement relates or to any subsidiary or other Affiliate of the party without the other party’s approval. As a condition to any assignment, the assignee must agree to assume and be bound by this Agreement in its entirety.
12.4 Order of Precedence. If there is a conflict between terms of different documents in this Agreement, the conflicting terms will be interpreted as narrowly as possible in the area of the conflict and the conflict will be resolved by giving precedence to the documents in the following order: this Agreement; and other documents incorporated by reference into this Agreement. If any of these terms of this Agreement are determined to be unenforceable, the remaining terms will continue in full force and effect, and these terms will be construed as if the unenforceable term had never existed.
12.5 Force Majeure. Neither party will be liable for any failure or delay in performing any obligation under this Agreement that is due to a Force Majeure. If a Force Majeure occurs, the affected party will notify the other party and make commercially reasonable efforts to mitigate the adverse effects of the Force Majeure on the performance of this Agreement. This Section does not excuse Your obligation to pay for Services actually received.
12.6 Waiver. No waiver of any breach, privilege or provision of this Agreement will be construed as a waiver of any rights or remedies arising from any other breach, privilege or provision.
12.7 Survival. The obligations of Sections 1 – 4, 6 – 8, 10.3, 10.4, 12.1, 12.3 – 12.4, and 12.6 – 12.8 of this Agreement shall expressly survive any termination of this Agreement and any accrued but unpaid financial obligations, and any other terms related to such financial obligations that by their nature should or typically would survive expiration or termination will survive the expiration or termination for any reason of this Agreement.
12.8 Choice of Law. Ohio law governs the interpretation and enforcement of this Agreement, regardless of the law that might otherwise apply under applicable principles of conflicts of law.

Last Updated: 03/01/2012