Westlaw International Addendum
This Westlaw International Addendum is a licence, ancillary to the Conditions of Sale ("Conditions") that govern the relationship between Thomson Reuters (Professional) Australia Limited ABN 64 058914 668 (us) and you in relation to your use of the Westlaw International Service ("the Service"). Terms that have been defined in the Conditions apply in relation to your reading of this Addendum, however where there is any deviation in meaning between the Addendum and the Conditions, the terms of this Addendum take precedence.
"Additional Terms" means those terms and conditions applicable to specific Features referred to in sub-paragraph 2.4 of this Addendum;
"Data"means all the data in all the databases made available to you in terms of this Addendum (which includes Downloaded Data);
"Downloaded Data" means any Data downloaded pursuant to paragraph 2.1(f) of this Addendum;
"Features" means databases, services, functions and remotely-accessed gateways which are owned by us, our affiliates or third party licensors;
"Privacy Laws" means the Privacy Act 1988 (Cth) and all other laws, rules and regulations in Australia which relate to the privacy and protection of personal information;
"Project Database" means a searchable database maintained in connection with an ongoing project of yours which must consist predominantly of your own Work Product with access limited to those internal users actively working on the project, the use of which is subject to the provisions of clause 3 of this Addendum;
"SCOPE screen " means the screen denoting terms relevant to a particular database that can be accessed by clicking on the "i" symbol when using the Service;
"the Service" means Westlaw International, a computer-assisted legal research service provided by us;
"Software" means the software which may be provided to you together with the Service including new versions and the accompanying user documentation;
"Supplier Data" means Data available via the Service that is not licensed from third party licensors. The identity of the provider of a particular database accessible via the Service can be checked via the SCOPE screen for the relevant database, review of the copyright notices appearing within the documents, or by contacting us.
"Work Product" means documents, memoranda, advices, briefs, research and other materials (whether in print or electronic form) that are created in the regular course of the business or activities of your organisation.
(a) We hereby grant to you a non-exclusive, non-transferable, limited licence to access the Service only for the duration of your subscription to the Service.
(b) The Service comprises various "Features" which may change from time to time.
(c) Access to certain Features may be restricted.
(d) You are licensed to use the Data solely in the regular course of legal and other research and related work.
(e) The licence of certain Features is subject to the provisions set out in paragraphs 3 to 5 or the "Additional Terms" all of which take precedence over the licence granted in this paragraph 2.
(f) Except as otherwise provided with respect to certain Data, the licence includes the right to download and temporarily store insubstantial portions of Data to a storage device under your exclusive control solely:
(i) to display such Downloaded Data internally; and
(ii) to quote an excerpt from such Downloaded Data (appropriately cited and credited) by electronic cutting and pasting or other means in Work Product created by you in the regular course of research and work for your organisation.
(g) You may also create printouts of Data for internal use and for distribution to third parties for purposes that are consistent with the terms and conditions of this Addendum if those third parties agree not to distribute the printouts to anyone else.
(h) Unless you are an academic institution, you may, on an occasional basis and via Westlaw functionality, direct us to transmit individual documents in electronic format to individual internal user(s).
(i) You may not directly transmit electronic copies, except in the manner permitted in paragraph 3 of this Addendum.
(a) You may not copy, download, scrape, store, publish, transmit, retransmit, transfer, distribute, disseminate, broadcast, circulate, sell, resell or otherwise use the Data, or any portion of the Data, in any form or by any means, except:
(i) as expressly permitted by this Agreement,
(ii) with our prior written permission, or
(iii) if not expressly prohibited by this Agreement or by the "Additional Terms", only to the extent that you are permitted to do so under the fair use provisions of the Copyright Act 1968.
(b) Downloaded Data shall not be stored or used in an archival database or other searchable database except as expressly permitted in terms of this Addendum or as a quote in your Work Product.
(c) You must not sell, license or distribute Data (including printouts and Downloaded Data) to third parties or use Data as a component of or as a basis for any material offered for sale, license or distribution.
2.3 Rights in Data
(a) Except for the licence granted in this Addendum, all right, title and interest in Data, in all languages, formats and media throughout the world, including all copyrights and other intellectual property rights (whether registered or unregistered), are and will continue to be our exclusive property or the exclusive property of our affiliates or third party licensors.
(b) Crown Copyright material is reproduced with the permission of the relevant government or representative of the Crown.
(c) You agree that you will not do or omit to do or authorise any other person to do or omit to do any act which:
(i) would or might invalidate or be inconsistent with any intellectual property of ours or our third party licensors;
(ii) would be in breach of or otherwise inconsistent with the moral rights of the authors of the Data.
(d) You undertake that you will not delete, erase, remove, deface or cover any trade mark, trade names, copyright or other proprietary notices or disclaimers, nor will you authorise any other person to do so.
(e) You agree to inform us as soon as you become aware of any actual or threatened infringement of the Data or any claim by any third party that the Data infringes the rights of a third party.
(f) Any and all title, ownership rights, and intellectual property rights concerning any ideas, concepts, suggestions, materials and the like that you provide to us regarding the Service, Westlaw International websites or the Software shall become our exclusive property or the property of our affiliates and may be used for our or their business purposes in our sole discretion without any payment, accounting, remuneration or attribution to you.
2.4 Additional Terms
(a) Certain third-party Features are governed by terms and conditions which are different from those set forth in this Addendum.
(b) You will be given an opportunity to review those terms by receiving notice in writing or online.
(c) The Additional Terms may be changed by notice (in writing or online). By using Features governed by Additional Terms, you are deemed to have agreed to and you undertake to comply with, all such Additional Terms as well as the terms and conditions in this Addendum. All Additional Terms are part of this Addendum.
3. Supplier Data
3.1 You may (using the functionality of the Service only) direct us to transmit Supplier Data in electronic format to internal user(s) of your organisation or (except if you are an academic institution) to a third party who is an individual provided that that third party has agreed not to further disseminate those documents. The permission granted in this paragraph 3 applies only to Supplier Data and not to Data supplied by third party licensors.
3.2 You acknowledge that you are solely responsible to ensure that anyone receiving documents in terms of paragraph 3.1 complies with those restrictions.
3.3 You are not allowed to directly transmit electronic copies of documents except as expressly provided in sub-paragraph 3.6 below.
3.4 Unless you are an academic institution, we also grant a further non-exclusive, non-transferable, limited licence to individual users within your organisation only to store and use Supplier Data in a Project Database. Supplier Data may be maintained in the Project Database so long as the project remains active or until termination of your Service, whichever occurs first.
3.5 You are expressly prohibited from keeping Downloaded Data in an archival database that is used as a research tool, in a database accessible to external users or in a Project Database after the project ends.
3.6 Unless you are an academic institution, we also grant to you a limited, non-exclusive, non-transferable licence to include Supplier Data in briefs prepared for a specific cause of action for a specific court in an electronic format. Distribution or dissemination of Supplier Data in connection with or as part of a brief is limited to the court before which the cause of action is to be heard, the parties to the cause of action, or their representatives.
3.7 You are not allowed to make any further distribution of Supplier Data without our written permission. Supplier Data included in such briefs must retain our copyright notices and indicate that use of, distribution and dissemination to the permitted parties is with our permission.
3.8 We expressly confirm that the Law Reports Data and the Lloyds Law Reports Data are not Supplier Data.
4. West Legal Directory™
You may only use Data contained in West Legal Directory ("WLD") internally in the regular course of your business. You may create printouts of insubstantial portions of Data consisting of individual WLD listings or selected names and addresses for your own internal use. You may not use WLD to create mailing or marketing lists for commercial purposes or for distribution to third parties.
5. Usage Restrictions
5.1 You must not use any Data in a manner contrary to or in violation of any applicable law, rule or regulation.
5.2 We are not a consumer reporting agency, and you therefore undertake that you will not use any Data as a factor in establishing a consumer's eligibility for credit or insurance that will be used primarily for personal, family, household or employment purposes.
5.3 You acknowledge that access to certain personal Data available on the Service, is regulated by Privacy Laws, or is subject to restrictions imposed by our third party licensors.
5.4 You agree not to access such Data for any purpose that is not allowed by the relevant legislation or third party licensor.
5.5 We retain the right to temporarily or permanently block access to certain Data if we, in our sole discretion, believe that the Data may be used for an improper purpose or otherwise in violation of the terms of this Addendum, or if the terms of the agreement with our third party licensor require us to block such access.
5.6 By accessing Data, you acknowledge that from time to time, we, our third party licensors and/or various government entities may require you to identify the manner of your use of the Data and may enquire as to your compliance with applicable laws or this Addendum.
5.7 You agree to cooperate with any enquiry, subject to any attorney-client confidentiality.
5.8 You undertake to report to us any misuse, abuse, or compromise of Data of which you become aware.
6. Fees and Charges
6.1 The fees and charges for access to the Service are either:
(a) set out in your order;
(b) set out in the Schedule A Price Plan chosen by you (if transactional charge access is available to you); or
(c) as otherwise agreed upon in writing between us.
6.2 Use of and access to the Service is subject to an annual subscription charge as per your order.
6.3 Your access to and use of certain Data, not within the scope of your annual subscription, but available on the Service, is subject to additional transactional charges (if transactional charge access is available to you).
(a) if you access and use Data that is subject to transactional charges, you will be billed and required to pay for transactions undertaken on a monthly basis.
(b) payment of transactional charges is in addition to your agreed subscription charge for accessing the Service.
6.4 Our charges may be modified upon at least 30 days prior notice to you in writing or online.
6.5 Your responsibility to pay those charges is in accordance with our Conditions of Sale to which this Addendum is attached.
7. Westlaw International Software and Westlaw International website
7.1 Westlaw International Software
We may make the Software available to you for use in connection with the Service.
(a) The Software will be licensed to you under a licence agreement which will accompany the Software.
(b) By using the Software you agree to be bound by the terms and conditions of the accompanying licence agreement.
(c) If you do not agree with those terms and conditions, you must immediately return to us any tangible copies of the Software in your possession, custody or control.
7.2 Westlaw International website
The Westlaw International website is an Internet-based service that provides access to the Service via a URL incorporating the Westlaw trade mark.
(a) We grant to you a non-exclusive, non-transferable, limited licence to use the Westlaw International website (including all versions and updates).
(b) You acknowledge and undertake that you will not reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Westlaw International website nor will you reproduce all or any portion of the components of the Westlaw International website.
(c) You may use Data cached in your local disk drive solely in support of your use of the Westlaw International website.
(d) Certain software used by you may not be capable of supporting the Westlaw International website and the performance of the Westlaw International website varies with the manufacturers' equipment with which it is used.
8. Disclaimer of Warranties and Limitation of Liability
8.1 Neither we, nor any of our third party licensors make any warranty that access to the Service will be uninterrupted, secure, complete or error free. Nor do we make any warranty as to the life of any url or third party web service. You acknowledge that the provision of the Service entails the likelihood of some human and machine errors, delays, interruptions and losses, including the inadvertent loss of data or damage to media.
8.2 The publications appearing on the Service are not a substitute for legal or other professional advice.
9. Responsibility for Certain Matters
(a) will only access the Service from the locations specified in your order and will only access the Service from additional locations within your organisation upon prior notice of that location.
(b) are responsible for notifying us in writing of the people to whom we must issue passwords or from whom passwords are to be revoked.
(c) are solely responsible for maintaining security of those passwords.
(d) are also responsible for all access to and use of the passwords, the Service, Software and the Westlaw International website whether or not you actually have knowledge of or have expressly authorised such access and use. In particular, you have sole responsibility for ensuring:
(i) that only authorised users access the Service through your network or a password issued by us;
(ii) that authorised users comply with the terms of this Addendum;
(iii) that only the number of users specified on your Order has access to the Service;
(iv) that authorised users do not disclose any of their passwords to a third party;
(v) that users do not share passwords or use the same password concurrently;
(vi) that you promptly cancel the network password of any user who ceases to be registered with, employed by or contracted to you;
(vii) that you take all reasonable steps to disable the ability of any user to access the Service who breaches or fails to observe any provisions of this addendum where such breach is not remedied within 14 days of our notifying you and the user of such breach; and
(viii) that you notify us immediately if you suspect that the security of a password or of your own network has been compromised or if the Service is being used in an unauthorised manner.
(e) undertake to keep the terms and conditions of supply to you of the Service confidential and will ensure that such terms (including the terms of the attached order form and any proposals preceding your order) are not disclosed to any third party.
9.2 If you use an IP authentication regime, you must ensure that the IP address is unique to your organisation. If not, you must notify us and obtain passwords from us to enable your users to access the Service.
9.3 If you are a faculty within an academic institution, you must ensure that only staff and students of your faculty are permitted to access the Service and that students and staff of other faculties within the institution are expressly excluded from accessing the Service, unless you have obtained a campus wide licence.
10. Suspension or Modification of the Service
10.1 We may discontinue or revise any or all aspects of the Service or Features (including, without limitation, the supply of any publication through the Service) at our sole discretion and without prior notice.
10.2 We may, with written notice, suspend access to the Service, in whole or in part, until further notice, with immediate effect:
(a) to periodically maintain or improve the Features or the Service and related systems;
(b) to comply with any order, instruction or request of any government, any emergency services organisation, or other competent judicial, administrative or regulatory authority;
(c) if we believe that the Service or the publications may be used in such a way as may constitute a breach of any provision of the Conditions or this Addendum; or
(d) if you fail to pay all or part of any fee by the due date.
10.3 Whilst we will use our best endeavours to minimise disruption to the Service, unscheduled outages may occur from time to time.
11. Consequences of Suspension and Termination
11.1 Upon termination or suspension of your subscription to the Service for any reason, we may immediately disable access to the Service and neither you nor your authorised users will be entitled to access the Service.
11.2 If we have suspended your Service for failure to pay all or part of the subscription fee by the due date, we will, at our sole discretion (unless required otherwise by law), reconnect the Service to you for the remainder of the subscription period, provided you pay the full amount for which you have been invoiced.