Findlaw Addendum

The terms of this Addendum and the Terms of Trade (TT v13 (04/15)) (“Terms”) govern your relationship with Thomson Reuters (Professional) Australia Limited ABN 64 058 914 668 of Level 6, 19 Harris Street, Pyrmont NSW 2009 (“us”) in relation to the provision of Services (as defined below).  Unless the terms of this Addendum expressly provide otherwise, the terms of the Addendum take precedence over the Terms in relation to the provision of the Services. You agree that if you continue to use the Services, you are deemed to have accepted these terms as varied from time to time in relation to your ongoing use of such Services.

  1. DEFINITIONS
    1. In this Addendum:
      Directory Listing” means a top spot and other enhanced listing in the Find a Lawyer Directory;
      Find a Lawyer Directory” means the directory of Australian lawyers and law firms available as part of FindLaw;
      FindLaw” means the legal information and marketing service for legal professionals located at www.findlaw.com.au;
      FindLaw Advertising” means paid advertising placed on FindLaw or related websites; 
      Personal Information” means personal information as defined in the Privacy Act 1988 (Cth);
      Profile Data” means all personal and other information collected by you and disclosed to us so that we can list it in the Find a Lawyer Directory;
      Services” means the services provided by us to you and include Directory Listing, Thomson Reuters Articles and FindLaw Advertising; 
      Thomson Reuters Articles” means articles, FAQs, newsfeeds and/or newsletters in the subject matter areas licensed to you for publication on a website designated by you in accordance with this Addendum; and
  2. SUPPLY OF THE SERVICES

    Thomson Reuters Articles
    1. If you have requested in your order that we provide you with Thomson Reuters Articles, the fee payable by you will be dependent on the following: (i) the number of articles to be provided; (ii) the subject matter to be covered by each article; (iii) the approximate number of words for each article; (iv) the date by which each article will be provided to you; and (v) any additional terms that we may agree.
    2. Subject to the further terms and conditions of this Addendum, we grant to you a non-transferable, non-exclusive limited licence for the duration of the period specified in your order to:

      reproduce the Thomson Reuters Articles;publish the Thomson Reuters Articles;communicate the Thomson Reuters Articles to the public; andalter or modify the Thomson Reuters Articles, solely for the purposes of publication at the website designated by you.


    3. FindLaw Advertising
    4. If you purchase FindLaw Advertising we will send you a confirmation order setting out the applicable costs, the size of the advertisement and where the advertisement will appear on FindLaw. We will process your order once you have accepted the terms set out in the order form, including the Terms and this Addendum.
    5. Unless you have requested us to design the artwork for your advertisement, you will be required to provide the draft artwork by the dates specified by us.
    6. Once we receive your draft artwork, we will format it for publication and send you the final proof for your written approval by the specified deadline.
    7. If you fail to provide the artwork timeously or to approve the final proof by the deadlines specified, we may not be able to publish your advertisement. Note that you will nevertheless be liable for the fee specified in your order.

    8. Directory Listing
    9. If you purchase Directory Listing you will be required to provide us with your name, contact details, website and logo (if applicable) for publication on the Find a Lawyer Directory.
    10. If you purchase top spot Directory Listing you will appear as either the first, second or third result when the legal issue and location fields are populated in the Find a Lawyer Directory search tool. We do not warrant that you will appear as the first result in every search conducted based on these fields.
    11. If you purchase Directory Listing you are entitled to submit a maximum of two (2) articles per month for publication on FindLaw (“Firm Articles”). Upon submission of a Firm Article you grant to us a perpetual, non-exclusive licence to:

      reproduce the Firm Article on FindLaw;publish the Firm Article on FindLaw;communicate the Firm Article to the public; andalter or modify the formatting of the Firm Article, for the purpose of publication on FindLaw.

    12. When published on FindLaw, you will be acknowledged as the author of the Firm Article and keywords in the Firm Article may contain hyperlinks to the website provided by you in your order.
    13. We may in our absolute discretion choose not to publish your application for Directory Listing or any Firm Article on FindLaw and we may remove any Firm Article that has been published on FindLaw at any time. If we do not accept your application for Directory Listing we will refund to you any pre-paid fees you have paid for this service. 
  3. USE OF THE THOMSON REUTERS ARTICLES
    1. You undertake to include in the terms and conditions of use of the website containing the Thomson Reuters Articles, provisions which grant each user of that website a non-transferable, non-exclusive licence to:

      download the Thomson Reuters Articles to the user’s computer solely for the purpose of viewing the article; andto print a paper copy of the Thomson Reuters Articles, for that user’s personal, informational, non-commercial use.

      You will state that all other rights are reserved to Thomson Reuters.
    2. You acknowledge that the Thomson Reuters Articles:

      are provided to you as general information for people interested in legal matters;should not be promoted or provided by you as a substitute for legal, financial or other professional advice; anddo not take into account the particular circumstances of any person.We are not liable to any person for any use, reliance or promotion of the Thomson Reuters Articles in the manner described in paragraphs (a)-(c) of this clause and you agree to publish a disclaimer to that effect on the website on which you publish the Thomson Reuters Articles.

    3. Furthermore, we do not warrant that:

      we have fully researched the subject matter areas to be covered by each Thomson Reuters Article before writing that article; norare the Thomson Reuters Articles: (i) a comprehensive or complete summary of the subject matter covered; (ii) completely up-to-date; or (iii) free from all errors or omissions, definitive or fit for any purpose, including but not limited to, use in legal proceedings or for the giving or interpretation of legal advice.

    4. You must not falsely attribute the authorship of any Thomson Reuters Article to a person who is not the author of the Thomson Reuters Article, nor must you subject one or more of the Thomson Reuters Articles to any derogatory treatment.
    5. You may in your absolute discretion elect not to have the authorship of one or more of the Thomson Reuters Articles attributed in which case, you must notify us in writing so that we may obtain a waiver from the relevant author.
  4. INTELLECTUAL PROPERTY RIGHTS
    1. It is agreed that:

      all intellectual property rights in the Services are and remain the  exclusive property of ourselves or our third party suppliers as the case may be and when using the Services you must comply with the law including, without limitation, copyright laws;during the term and thereafter, neither party will have the right to disclose or provide to any third party or otherwise use the property of the other party except as expressly permitted in this Addendum; andupon expiry of the term, you will immediately at our request, return or destroy all Thomson Reuters Articles in your power, possession, custody of control and confirm in writing that you have complied in all respects with that request.

    2. Unless permitted by law or as otherwise expressly permitted in this Addendum, you must not, nor must you authorise any third person to:

      reproduce, copy, download, scrape, store, publish, transmit, transfer, communicate, distribute, disseminate, sell, rent, lend or otherwise use the Services in any form or by any means;modify or make any alterations, additions or amendments to any part of the Services;make the Services available to any person;convert the Services into an electronic format other than the format in which they were supplied;reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Services or reproduce all or any portion of the said components;remove, alter, circumvent or tamper with any trade marks, copyright notices, copyright protection devices, disclaimers or other legal notices; orcombine the whole or any part of the Services with any other software, data or material.

  5. SUSPENSION OR MODIFICATION OF THE SERVICES
    1. We may discontinue or revise any or all of the Services (including, without limitation, the supply of any Thomson Reuters Articles) at our sole discretion and without prior notice to take account of (for example but without limitation) changes in law or circumstance relating to the Services.
    2. We may suspend provision of the Services, in whole or in part, until further notice, with immediate effect:

      to periodically maintain or improve the Services and related systems;to comply with any order, instruction or request of any government, any emergency services organisation, or other competent judicial, administrative or regulatory authority;if we believe that the Services may be used in such a way as may constitute a breach of any provision of the Terms or this Addendum; orif you fail to pay all or part of any fee by the due date.

    3. We will endeavour, where possible to provide you with reasonable notice of such suspension.
    4. Whilst we will use our best endeavours to minimise disruption to the Services, unscheduled outages may occur from time to time.
  6. CONSEQUENCES OF SUSPENSION OR MODIFICATION
    1. This clause is to be read subject to the Non-Excludable Rights referred to in clause 12.1 of the Terms.
    2. Upon termination or suspension of any or all of the Services for any reason, we may immediately disable access to those Services and neither you nor your users will be entitled to access those Services.
    3. If we have suspended the Services for failure to pay all or part of the fees by the due date, we will, at our sole discretion (unless required otherwise by law), either terminate any or all of the Services or resupply the Services for the remainder of the term, provided you have paid the full amount for which you have been invoiced for that term.
    4. If we remove or modify the Services (in accordance with clause 5.1 of this Addendum), your remedy is limited to a pro-rata refund of the fees paid by you in respect of the removed or modified services.
  7. WARRANTIES AND INDEMNITY
    1. You are solely responsible for any legal liability arising out of or relating to the Profile Data, Firm Articles and your use of FindLaw Advertising.
    2. The purpose of the Services is to raise your profile within the relevant market and to drive traffic to the website designated by you. However, we do not warrant any specific outcome from the provision of these Services.
    3. You represent and warrant to us that:

      you have full authority to provide and use the Profile Data, Firm Articles and any other material you provide to us as contemplated by this Addendum and that the use by us of the Profile Data, Firm Articles and any other material you provide to us in accordance with the terms of this Addendum will not violate any copyright, trademarks, trade secrets or other proprietary rights of any third party or create any liability to any third party;the Profile Data, Firm Articles and any other material you provide to us do not contain any matter that is:

      objectionable, false, libellous or defamatory;

      which may cause injury or result in damage to any third party;

      the Profile Data, Firm Articles and any other material you provide to us do not contain any matter that is misleading or deceptive, or likely to mislead or deceive;all information which you provide to us pursuant to these terms is true and correct;you have made all relevant disclosures, obtained all necessary consents and complied with the privacy guidelines in the Terms and this Addendum; andyou will comply with all applicable laws, rules and regulations regarding professional ethics, conduct and advertising in your performance under this Addendum.

       

    4. You indemnify us against any loss or liability (including legal fees and expenses) incurred by us arising from any claim, demand, suit, action or proceeding if such loss or liability arose out of or related to a breach of this Addendum by you including, without limitation, the representations and warranties set out in clause 7.3.

FA v1 (04/15)