As of January 27, 2017
1.1 These terms and conditions apply to the use by an individual, institutional or corporate subscriber ("Subscriber") of the services, data, software tools, information and editorial content ("Licensed Materials") from time to time contained in the Reed Business Information Inc. products and services ("XpertHR Services") specified in an order form accepted by Reed Business Information Inc. dba XpertHR ("RBII") and either executed or confirmed in writing by the Subscriber ("Order Form"). These terms and conditions and the terms and conditions in the Order Form shall collectively be referred to as "Conditions".
1.2 These Conditions will be interpreted in accordance with the laws of New York.
1.3 Provision of XpertHR Services to a Subscriber is conditional on payment by the Subscriber of all amounts set out in the Order Form or a grant of access for a Trial Purpose or Registered Use as set forth in Section 2.5 below.
1.4 XpertHR Services may be provided by one of more of RBII's Affiliates and may contain Licensed Materials supplied by RBII under license from its Affiliates and/or a third party licensor. Subscriber acknowledges and agrees that billing, fulfilment or support services provided in connection with the XpertHR Services may be performed by Affiliates, contractors or agents of RBII.
2.1 Subscribers will be given access to XpertHR Services based on a Per User License, (each a "License") as stated on the Order Form or accompanying documentation (collectively referenced as "Order Documents") and more specifically described in these Conditions. All Licenses are personal to the Subscriber named on the Order Form and may not be assigned or transferred.
2.2 Subscribers and Authorized Users may only use the Licensed Materials and create and use Derived Materials in the normal course of the Subscriber's internal business. The Subscriber may pass the Licensed Materials and/or Derived Materials internally as part of a presentation or similar on an ad-hoc basis, provided always that the Subscriber acknowledges XpertHR as a data source. Subscribers and Authorized Users may not (i) redistribute the Licensed Materials and/or Derived Materials to customers, prospects or Unauthorized persons; (ii) re-sell the XpertHR Services, any part of the Licensed Materials or any Derived Materials to others; (iii) download or otherwise copy the Licensed Materials in bulk; (iv) use XpertHR Services in excess of Normal Usage; (v) make the Services or any Licensed Materials available on a local area network, a wide area network or on any intranet or extranet (a separate multi-user license may be procured for this purpose); or, (vi) share a User ID with any other person or entity, even if the password has been changed as permitted by RBII.
2.3 A User ID is strictly for the use by the individual to whom it is issued and may not be made available to any other person or entity for the purpose of using the Services or the Licensed Materials. If RBII reasonably suspects that a User ID is being used by an Unauthorized Person, RBII may cancel that User ID, in whole or in part, and terminate Subscriber's use of the Services. Subscriber is liable for fees associated with any misuse of any User ID issued to an Authorized User.
2.4 Where a License includes employee handbooks, supervisor trainings, documents, templates or other customizable tools, RBII accepts no liability or responsibility to any third party who benefits from, uses or relies on the XpertHR Services or gains access to the Licensed Materials. The Subscriber will indemnify RBII from and against all liabilities, losses, damages, costs and expenses that RBII reasonably incurs in connection with any claims against RBII by any such third party.
2.5 Except where specifically provided otherwise, these Conditions apply to all Licenses. The types of Licenses are:
Per User License
This license permits each Authorized User to access the XpertHR Services and to use the Licensed Materials in the course of the Subscriber's normal internal business. The Subscriber shall: (i) obtain the prior written consent of RBII prior to any additional individual(s) being granted access to the XpertHR Services; and (ii) promptly notify RBII of any changes to the individuals notified to RBII.
If an Authorized User is using the Licensed Materials (or accessing certain content within the Licensed Materials) on a trial basis authorized by RBII, then the Authorized User shall use such Licensed Materials and any portion thereof solely for the purpose of evaluating the suitability of those Licensed Materials ("Trial Purpose"). Trial use is subject to all terms and conditions of these Conditions. At the conclusion of the period of trial use, if the Authorized User does not become a paid Subscriber, then, such Authorized User shall (i) cease all access and use of the Licensed Materials and all portions thereof including, but not limited to, all Derived Materials; (ii) delete and purge any copies of the Licensed Materials or any Derived Materials from all computers, systems, archives and servers causing the irretrievable destruction of such Licensed Materials and Derived Materials; and (iii) return to RBII or destroy all physical copies of the Licensed Materials and Derived Materials which were accessed, created or used during the period of trial use. Trial use of the XpertHR Services is subject to all terms and conditions of these Conditions and may be terminated at any time without notice.
Upon grant of credentials to access the XpertHR Services, registered users may view limited portions of the Licensed Materials per month, including a set number of full-text articles as determined by RBII in its sole discretion ("Registered Use"). Registered Use of the XpertHR Services is subject to all terms and conditions of these Conditions and may be terminated at any time without notice.
In these Conditions:
"Affiliate" in respect of a corporate entity means any other corporate entity which directly or indirectly, controls, is controlled by or is under common control with such entity and the term "control" (including the terms "controlled by" and "under common control with") in relation to an entity means the ownership of 51% or more of the voting securities in that entity;
"Authorized User(s)" means (i) the named individual(s) identified by Subscriber as a user(s) of the Services and issued a User ID by RBII or (ii) the named individual issued a User ID by RBII;
"Derived Materials" means materials independently created by or on behalf of the Subscriber incorporating insubstantial portions of the Licensed Materials in combination with other information and/or data;
"Normal Usage" means the intended usage of the XpertHR Services as permitted under this Agreement and the Order Documents;
"Unauthorized" in relation to a person means any person other than a Subscriber who is neither a Subscriber nor an Authorized User but excludes administrative and support staff who provide technical and other support services to a Subscriber or Authorized Users but do not otherwise use the Licensed Materials;
"UserID" means a unique user ID or password issued to an Authorized User solely for Subscriber's use of the Services.
4.1 User IDs are not to be shared with Unauthorized persons. If RBII suspects that a User ID is being used by an Unauthorized person or if RBII detects use of the Licensed Materials in excess of Normal Usage it may cancel the relevant User ID.
4.2 All intellectual property rights, including but not limited to copyright, trademarks, patents and database rights, in the XpertHR Services and the Licensed Materials are and shall remain the property of Reed Business Information Limited, its Affiliates or third party licensors.
4.3 Subscribers and Authorized Users acquire no proprietary rights in the XpertHR Services or the Licensed Materials and except as expressly permitted by these Conditions may not use the XpertHR Services or the Licensed Materials in any way that infringes the intellectual property rights in them.
4.4 Subscribers and Authorized Users may not obscure or remove any copyright, disclaimer or other notices that appear on Licensed Materials extracted from the XpertHR Services.
4.5 The Subscriber shall ensure that the Licensed Materials, Derived Materials and extracts thereof will not be used in any way that could reasonably be considered untruthful, misleading, or disparaging of RBII or its products or services.
4.6 Subscribers and Authorized Users may not make the XpertHR Services, any part of the Licensed Materials or any Derived Materials available to Unauthorized persons other than on an ad-hoc non-systematic basis in the normal course of the Subscriber's business.
4.7 Subscribers and Authorized Users may not use any automated algorithm, device, method, system or software to: (i) access, use, search, copy, monitor, mine, extract or scrape data or other content from the XpertHR Services; or (ii) disable or incapacitate any part of the XpertHR Services or any usage tracking application or program used by RBII.
4.8 Where the Licensed Materials contain data and/or other material licensed by third party licensors, such content is made available on the terms and conditions of such third party licensors as specified within particular tools made available within the XpertHR Services.
4.9 RBII will indemnify, defend and hold the Subscriber harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable legal costs) payable to a third party resulting from any claim that the Licensed Materials infringe any intellectual property right of such third party (a "Claim"); provided, however that RBII shall have no obligation under this section 4.9 to the extent such Claim is caused by: (i) Subscriber's or a third party's modification or misuse of Licensed Materials; (ii) infringing items of Subscriber's or third party's origin, design or selection; or (ii) the operation, combination or use of the Licensed Materials, without RBII's prior written consent, with products or services provided by Subscriber or third parties.
4.10 RBII's indemnification obligations hereunder shall be subject to: (i) RBII receiving prompt written notice of the existence of any Claim; (ii) RBII being able to, at its option and expense, control the defence and or settlement of such Claim; and (iii) RBII receiving full cooperation from Subscriber. In the event Subscriber notifies RBII of any Claim, RBII shall have the option to do one or more of the following: (i) procure a license sufficient to continue offering the Licensed Materials to the Subscriber; (ii) remove the relevant Licensed Materials from the XpertHR Services; or, if neither (i) nor (ii) is feasible, refund the unused portion of any prepaid license fees.
5.1 The Subscriber shall, within seven days of a written request from RBII provide; (i) a list of all individuals who have access to the Licensed Materials; or (ii) a certificate signed by an officer of the Subscriber confirming that the Subscriber has complied in all material respects with these Conditions and specifically that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorized person.
5.2 RBII or any other person authorized by RBII shall have the right, after giving written notice of no less than ten calendar days, to enter the Subscriber's premises during normal business hours and inspect the Subscriber's records relating to the use and distribution of the Licensed Materials. RBII shall treat as confidential all information relating to the Subscriber's business that it acquires in the course of such an inspection. RBII shall not exercise this right of inspection more than once in each calendar year.
5.3 If an audit performed by RBII under this section 5 reveals that the Subscriber is in breach of these Conditions the Subscriber will reimburse RBII; (i) the reasonable cost incurred by RBII in performing the audit; (ii) all fees payable in relation to any Unauthorized person or any other unauthorized use revealed by the audit as having access to the XpertHR Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.
5.4 The rights of RBII under this section shall continue for the term of the subscription and for 12 months thereafter.
6.1 RBII shall use reasonable commercial efforts in accordance with good industry practice to ensure that XpertHR Services are available to Subscribers and Authorized Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum.
7.1 The XpertHR Services and Licensed Materials are provided by RBII on an 'as is' 'as available' basis and RBII excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose.
7.2 The total aggregate liability of RBII to any Subscriber in connection with use of the XpertHR Services or Licensed Materials (other than for death or personal injury caused by its negligence or that of its agents) shall not exceed the amount paid or payable by the relevant Subscriber for the then current subscription term. To the extent permitted by applicable law RBII shall have no liability to any Subscriber for any special, incidental, indirect and/or consequential damage of any kind, even if it has been advised on the possibility of such damage.
7.3 The only obligation of RBII in respect of interruptions caused by circumstances outside its control shall be to use all reasonable efforts to have the XpertHR Services reinstated.
7.4 RBII shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.
7.5 It is the Subscriber's responsibility to ensure that it has the equipment and connectivity necessary to access the XpertHR Services and receive the Licensed Materials.
7.6 NO WARRANTY: SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES IS AT ITS SOLE DISCRETION AND THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PROVIDED ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. RBII HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, COMPLETENESS, OR TIMELINESS. RBII DOES NOT WARRANT THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RBII OR ANY OF ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
The Licensed Materials and other information included in the Services are provided for reference purposes only. They are not intended as a substitute for professional advice or judgment or to provide legal or other advice with respect to any particular circumstances. Although efforts are made to keep the Licensed Materials current, Subscribers and Authorized Users are advised to obtain independent verification or professional advice before relying on the Licensed Materials and the Services in circumstances where loss or damage may result.
8.1 RBII may without notice and without compensation suspend access to any XpertHR Services by a Subscriber and/or one or more Authorized Users if the Subscriber is in default of its payment obligations or RBII has reasonable grounds to suspect the Subscriber or any such Authorized User(s) to be in breach of these Conditions.
8.2 RBII shall be entitled to update, enhance, withdraw or otherwise change the XpertHR Services from time to time.
8.3 On expiry of a subscription without renewal, or on termination or cancellation of a subscription for any reason during the subscription term, the Subscriber shall cease all use of the Licensed Materials immediately and purge all such Licensed Materials from its systems unless otherwise agreed in writing. The undertaking to purge Licensed Materials does not apply to Licensed Materials which the Subscriber must retain under any applicable law, rule or regulation, including the rules of a professional body but such Licensed Materials will remain subject to the remaining terms of these Conditions.
8.4 The XpertHR Services may be suspended or, at RBII's option, terminated immediately by RBII without liability in the event that Subscriber or any Authorized User is listed on any denied persons list, restricted entity list or on a regulatory agency's list of specially designated nationals or blocked persons or any other list of any such agency's sanctioned persons and/or entities. For the avoidance of doubt, in the event of termination pursuant to this provision, no prepaid fees shall be refunded to Subscriber.
8.5 Expiry or termination of these Conditions shall be without prejudice to the accrued rights and obligations of the parties and, in particular, sections 3, 4, 5 and 7 shall survive termination for whatever reason.
In accordance with the Order Documents, Subscriber is granted a limited, non-exclusive, non-transferable license to:
9.1 Use the Services to display the Licensed Materials on each Authorized User's computer screen;
9.2 Permit an Authorized User to make a reasonable number of printouts of individual items within the Licensed Materials;
9.3 Download and store in machine readable form for no more than ninety (90) days a single copy of insubstantial portions of the Licensed Materials included in a particular file, solely for the Subscriber's internal business use; and
9.4 In the event LexisNexis content is included with the subscription for XpertHR Services, use of the LexisNexis services, if included on the Order Form as part of the Licensed Materials, shall be in accordance with the additional LexisNexis terms and conditions located at http://www.lexisnexis.com/terms/general.aspx.
Any other use of the Licensed Materials requires RBII's prior written consent which may be requested by e-mail sent to email@example.com or by calling 1-855-XPERTHR (1-855-973-7847). At RBII's discretion, a new subscription agreement and additional fees may be required for additional use of the Services including the Licensed Materials.
The XpertHR Services contain links to external websites. RBII is neither responsible nor liable for the content of such external websites and has no control over the functionality of any third party links. Information available via hypertext link from the Services, is accessible to Subscriber without responsibility or liability on the part of RBII.
Subject to the Conditions, an Authorized User may use the following XpertHR Services in accordance with the instructions found in the applicable tool for the relevant XpertHR Service procured as set forth on the associated Order Documents: