'You' (the individual or entity accepting this Agreement also referenced in the possessive as Your) agree to access and use the XpertHR™ Software-as-a-Service application and its related documentation, services and Materials (as defined below), (collectively referenced herein as the 'Services') on the terms of this License Agreement between You and XpertHR, a division of Reed Elsevier Inc. ('XpertHR') (the 'Agreement'). Your access to and/or use of the Services signify Your agreement with these terms and conditions. In order to access and use the Services You must indicate Your agreement with these terms and conditions by clicking 'I have read and agree to the user terms and conditions' on the account activation screen. 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 have read and agree to the user terms and conditions' on the account activation screen and You will not be permitted to access or use the Services.

IF YOU ARE USING THE SERVICES IN RESPONSE TO AN OFFER OF CREDITS OR AS PART OF A TRIAL, CERTAIN SECTIONS OF THIS AGREEMENT MAY NOT APPLY TO YOU. CREDIT USERS OR TRIAL USERS OF THE SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS.

Services
The Services are restricted and may only be used by (i) registered users, trial users and individual paid subscribers (collectively referenced herein as "Subscribers") and, (ii) employees duly authorized by a business entity which is a Subscriber or any other person authorized by Reed Elsevier Inc. (collectively referenced as "Authorized Users"). References to an Unauthorized Person mean any entity or person who is not a Subscriber or an Authorized User. By registering, taking a trial or paying the subscription fees for the right to use the Services You agree to the terms and conditions herein.

1. License

As used in this Agreement, the term 'Materials' includes cases, commentary, opinions, news articles, reports, statistical records, case studies, summaries, abstracts, excerpts, reprints and bulletins, in any form or format displayed in the Services (collectively referenced as 'Materials'). Authorized Users and Subscribers may use the Services, including the Materials, for their own internal business research and only for this limited purpose. Subscribers and Authorized Users are hereby granted a limited, non-exclusive, non-transferable license to:

  1. Use the Services to display the Materials on a computer screen;
  2. Make single printouts of individual items within the Materials; and
  3. Download and store in machine readable form for no more than ninety (90) days a single copy of insubstantial portions of the Materials included in a particular file, primarily for the individual Subscriber's or individual Authorized User's internal business use.

Any other use of the Materials requires XpertHR's prior written consent which may be requested by e-mail sent to inquiries@xperthr.com or by calling 1-855-XPERTHR (1-855-973-7847). At XpertHR's discretion, a new subscription agreement and additional fees may be required for additional use of the Services including the Materials.

2. Access and Use

The amount of content that a Subscriber and Authorized User may view using the Services depends on user status. An Unauthorized Person will not be permitted to view any full-text articles within the Materials and may only view select excerpts of the Materials as determined by XpertHR in its sole discretion; registered users may view limited portions of the Materials per month, including a set number of full-text articles as determined by XpertHR in its sole discretion; trial users can view a limited portion of the Materials during their trial period including full-text articles for a limited period of time as determined by XpertHR in its sole discretion; and, paid subscribers may view all full-text articles included in their subscription, subject to the terms of their subscription.

XpertHR may vary the amount of Material each user category may access. From time to time XpertHR may invite specific groups of users to access certain select portions of the Services which may be the same as or different from the access normally given to that particular user type.

3. Termination

XpertHR reserves the right to suspend or terminate access to the Services of any user reasonably suspected to have breached this Agreement, with or without notice and without further obligation. XpertHR also reserves the right to suspend or terminate access of registered users and trial users for any reason, with or without notice and without further obligation. You are bound by the Terms of Sale as agreed when You placed Your initial order for the Services. The Terms of Sale include additional terms and conditions for termination applicable to your subscription.

4. Restrictions on Use

Authorized Users and Subscribers shall not:

  1. Make multiple printouts or copies of Materials for distribution to others except where expressly permitted in the Materials themselves;
  2. Re-sell, distribute or permit access to (i) the Services, or (ii) any part of the Materials to others;
  3. Make the Services or any Materials available on a local area network, a wide area network or on any intranet or extranet (a separate multi-user license may be available for this purpose);
  4. Download, store, reproduce, transmit, display, copy, distribute or use the Materials other than as permitted by paragraph 1 above;
  5. Share a unique ID or password issued to You for Your use of the Services with any other person or entity, even if you have changed Your password as permitted by XpertHR (collectively a 'User ID'); or
  6. Exceed Your authorized use of the Services including any use of the Materials in bulk.

5. Your User ID and Security

  1. 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 Materials. If XpertHR reasonably suspects that a User ID is being used by an Unauthorized Person, XpertHR may cancel that User ID, in whole or in part, and terminate Your use of the Services. You are liable for fees associated with any misuse of Your User ID.
  2. XpertHR may suspend access to the Services at any time without refund if it reasonably suspects a breach of this Agreement.

6. Use of the Services

  1. Materials, features and functionality may be added to or removed from the Services without notice.
  2. The 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.
  3. Although efforts are made to keep Materials current, Subscribers and Authorized Users are advised to obtain independent verification or professional advice before relying on the Materials and the Services in circumstances where loss or damage may result.
  4. The Services and Materials are provided on an 'as is' 'as available' basis and Reed Elsevier Inc. excludes, to the extent permitted by law, all warranties, express or implied, including warranties relating to fitness for a particular purpose or merchantability.
  5. Use of the LexisNexis services within the Materials is subject to the additional LexisNexis terms and conditions located at http://www.lexisnexis.com/terms/general.aspx.

7. Intellectual Property Rights

You acknowledge that Reed Elsevier Inc. or its licensors own all intellectual property and other rights to the XpertHR websites 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 XpertHR in the course of providing the 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 'XpertHR Intellectual Property'). Nothing contained in this Agreement will be construed to convey any title or ownership right in any of the XpertHR Intellectual Property to You, or any right to use any of the XpertHR Intellectual Property other than as expressly contemplated by this Agreement. You may not remove any of XpertHR's copyrights, patents, trademarks, or other proprietary notices contained on any XpertHR website or on any Materials in print format or in any other documentation or materials available to You through the Services. XpertHR may modify, delete, amend or change its registries, applications, products, the Materials and the Services at its sole discretion.

8. No Warranty; Limitation of Liability

NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PROVIDED ARE PROVIDED "AS IS" AND 'AS AVAILABLE', WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND REED ELSEVIER INC. HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. REED ELSEVIER INC. DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR MATERIALS INCLUDED IN THE SERVICES WILL MEET YOUR 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 REED ELSEVIER INC. OR ANY OF ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTION OR REPLACEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY: TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL REED ELSEVIER INC. BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF REED ELSEVIER INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL REED ELSEVIER INC.'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9. Disclaimer

The Services contain links to external websites. Reed Elsevier Inc. 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 in the Services, or available via hypertext link from the Services, is accessible to You without responsibility or liability on the part of Reed Elsevier Inc.

10. Law and Jurisdiction

The terms and conditions of this Agreement, their validity, construction and performance shall be governed by and construed in all respects under the laws of the State of New York without regard to the laws that would otherwise apply under applicable choice-of-law principles. The parties hereby submit to the exclusive jurisdiction of the federal and state courts located in New York County, New York in connection with any matters arising out of the Services or these terms and conditions.

11. Assignment

No party may assign or otherwise transfer this Agreement without the prior written consent of the other party except that Reed Elsevier Inc. may assign this Agreement in whole or in part 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 without Your approval. As a condition to any assignment, the assignee must agree to assume and be bound by this Agreement in its entirety.

12. Changes To This Agreement

This Agreement may be changed from time to time as described below or by written agreement. The provisions of these terms and conditions may be changed by XpertHR immediately upon notice to You. If any changes are made to these terms and conditions, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against You but will apply to all similarly situated XpertHR customers using the Services. You may terminate this Agreement if any change to these terms and conditions is unacceptable to You, and such termination shall be Your sole remedy for any such changes to the Agreement.

13. 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 event. If a Force Majeure event occurs, the affected party will notify the other party and make commercially reasonable efforts to mitigate the adverse effects of the Force Majeure event on the performance of this Agreement. This Section does not excuse Your obligation to pay for Services actually received.

14. No Waiver; Entire Agreement

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. This Agreement sets forth the entire agreement of the parties, and the terms of this Agreement are contractual and not a mere recital. Without limitation to the foregoing, the parties' actions and statements prior to this Agreement shall not be used by either party to modify or interpret the rights or obligations set forth in this Agreement. All prior discussions of the subject matter of this Agreement are superseded by the terms and conditions of this Agreement.

15. Survival

The obligations of Sections 7 to 12 and 14 to 15 of this Agreement shall expressly survive any expiration or 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 of this Agreement for any reason.