Standard terms and conditions applicable to all users of PLC's US websites and services. These Terms of Use were last amended by PLC as of the above publication date.
Practical Law Company, Inc. (“PLC”) and its corporate affiliates provide know-how resources and services for business lawyers through www.practicallaw.com/us and other related proprietary websites, databases, email communications and printed publications (collectively, the “PLC Services”).
All access to and use of the PLC Services is subject to the terms and conditions in these Terms of Use, including any other terms, agreements and documents that are linked or referred to below. By accessing, viewing or using any page, part or component of the PLC Services, a user (“User”) agrees to be legally bound by these Terms of Use, to the same extent as if executing a valid and enforceable written contract with PLC.
Users may address questions or comments about these Terms of Use by email to: info-us@practicallaw.com.
PLC grants Users nonexclusive, personal, nontransferable, revocable, limited authority to use the PLC Services only in accordance with these Terms of Use. Users' binding obligations under these Terms of Use are in consideration of PLC's grant of authority to use the PLC Services.
The PLC Services include all articles, notes, documents, updates, text, images, html, data, databases, email messages, advertisements and other contents, resources, materials and services produced, published, displayed, distributed or provided by PLC in, on or through the PLC Services (including any such materials posted by Users on PLC blogs, wikis, feedback, forums, email or similar means for the purpose of making such posted materials available to PLC's other Users) and all software and other technology hosted or used by PLC to provide the PLC Services (collectively, the "PLC Materials").
Certain PLC Materials are available to all Users free of charge (“Introductory Services”) and others that are available only by paid subscription or during limited pre-subscription trial periods (“Subscription Services”), as further explained below. Unless otherwise specified or appropriate to the context, these Terms of Use apply to all access to and use of both Introductory Services and Subscription Services.
All Users are permitted, in each case solely in connection with the User's marketing and provision of its own legal services to clients or within its own practice or business, to:
search, view, reproduce, download and store, in printed or electronic form, contents and materials from the Introductory Services solely for the User's own use; and
bookmark or link to any web page within the Introductory Services, provided that no PLC Materials are reproduced or displayed on the web outside of PLC's original frameset.
Users shall not under any circumstances by any means or for any purpose whatsoever, except as otherwise expressly provided in these Terms of Use:
provide, transmit or distribute printed or electronic copies of any PLC Materials to any other person; or
modify any such PLC Materials.
PLC reserves the right to deny, suspend or terminate a User's authority to access and use the Introductory Services at any time, with or without cause and without notice.
Access to and use of Subscription Services is subject to separate terms and conditions ("Subscription Terms") between PLC and the User’s firm, company or other employer (the "Subscriber") in addition to these Terms of Use. Subscribers may elect to subscribe to one or more of the Subscription Services offered by PLC ("Subscribed Services"), and may authorize individual Users ("Authorized Users") to use any or all of the Subscribed Services.
Authorized Users are permitted, in each case solely in connection with the applicable Subscriber's marketing and provision of its legal services to clients or within its own practice, business or educational activities, and in a manner that is not commercially prejudicial to PLC, to:
search, view, reproduce, download and store, in printed or electronic form, PLC Materials from the Subscribed Services;
annotate and customize copies of such PLC Materials;
quote and incorporate such PLC Materials, in whole or part, in documents, memoranda, articles, websites and other work product prepared by Authorized Users on the applicable Subscriber's behalf in connection with client matters or for the Subscriber's internal use ("Subscriber Materials");
store such annotated and customized PLC Materials and Subscriber Materials on PLC's servers; and
provide, transmit or distribute such PLC Materials and Subscriber Materials to others.
In addition to each Authorized User’s personal obligation to comply with these Terms of Use, Subscribers are responsible under the Subscription Terms for strict compliance by all of their Authorized Users. Without limitation to any other available contractual, legal or equitable remedies, PLC reserves the right to revoke, suspend or terminate an Authorized User's access to one or more (or all) of the Subscribed Services upon any violation or suspected violation of these Terms of Use by the Authorized User, or otherwise in accordance with the applicable Subscription Terms.
For information about PLC subscriptions: info-us@practicallaw.com.
PLC may offer limited pre-subscription trials ("Trial Offers") of the Subscription Services to potential Subscribers and individual Users at no charge. Users who are selected to receive a Trial Offer ("Trial Users") are authorized to use some or all of the Subscription Services ("Trial Services") for a limited period of time ("Trial Period"), all as determined by PLC in its sole discretion.
Trial Users are permitted to search and view the Trial Services during the Trial Period solely for the purpose of evaluating whether to subscribe to the Subscription Services. In consideration of a Trial Offer, Trial Users shall provide feedback to PLC concerning the Trial Services, upon PLC's reasonable request during or after the Trial Period.
Without limitation to any other restriction, obligation or condition in these Terms of Use, a Trial User shall not under any circumstances by any means or for any purpose whatsoever, at any time during the Trial Period, reproduce, download, store, transmit or modify any PLC Materials from the Trial Services in any printed or electronic form.
PLC reserves the right to revoke, suspend or terminate any Trial Offer or any Trial User's access to one or more (or all) of the Trial Services at any time, with or without cause and without notice.
For information about PLC pre-subscription trials: info-us@practicallaw.com.
PLC may control access to Subscription Services by authenticating unique user names and passwords assigned by PLC to Trial Users and Authorized Users, by recognizing and validating that the Authorized User’s or Trial User’s IP address is within an authorized range, or by any other means that PLC may implement.
Users (including Trial Users and Authorized Users) shall not access or attempt to access any Subscription Services other than Trial Services or Subscribed Services for which they are authorized under a Trial Offer or Subscription, or otherwise circumvent or attempt to circumvent any access restrictions or controls through hacking or other means. Trial Users and Authorized Users shall not disclose their assigned user name or password to anyone, and shall not permit anyone to use their user name, password, computer equipment, network, or IP address to access Subscription Services.
Users shall notify PLC immediately of any known or suspected unauthorized or improper use of the PLC Services, at the following email address: info-us@practicallaw.com.
All PLC Materials and all copyrights, trade secrets, patents and other intellectual property rights in the PLC Materials are exclusively owned by PLC, its affiliates and their licensors.
PLC and its affiliates own and use certain service marks, trademarks, slogans, logos, symbols, graphics and distinctive trade dress in connection with the PLC Services (the "PLC Marks"), including but not limited to the following service marks: Practical Law Company, PLC, PLC Finance, PLC Corporate & Securities and PLC FirmStyle.
PLC, its affiliates and their licensors reserve their entire right, title and interest in and to the PLC Materials and PLC Marks. These Terms of Use do not grant Users any right or license with respect to the PLC Materials or PLC Marks except to the minimum extent necessary to exercise their authority to use the PLC Services, and to use, reproduce and distribute PLC Materials that are quoted or incorporated in Subscriber Materials as permitted by these Terms of Use.
Without limitation to any other restriction, obligation or condition in these Terms of Use, Users (including Authorized Users and Trial Users) shall not, under any circumstances by any means or for any purpose whatsoever, intentionally or unintentionally do or attempt to do any of the following:
search, view, print, reproduce, download, store, modify, disclose, distribute, transmit or publish any PLC Materials, in whole or part, except as expressly permitted by these Terms of Use or otherwise authorized by PLC in writing;
remove, alter or obscure any citation or attribution of the author or source of any PLC Materials, or any notice of copyright, trademark or other proprietary rights on any PLC Materials (except when quoted or incorporated in Subscriber Materials in the manner expressly permitted by these Terms of Use), or make any use of the PLC Marks without PLC's prior written consent;
interfere with any other User's access, use or enjoyment of the PLC Services;
use the PLC Services or PLC Materials in a manner contrary to or in violation of any applicable law, regulation or rule of any jurisdiction, governmental agency or securities exchange;
use any PLC Services to store, distribute or transmit any material without authority or right to do so or in violation of any contractual or fiduciary duty, or that is otherwise unlawful, harmful, threatening, defamatory, obscene, harassing, disparaging of any person or group on the basis of race, ethnicity, religion, age, gender or sexual orientation;
access or use any content, materials or services not intentionally published or otherwise made available by PLC;
reverse compile, disassemble, reverse engineer or otherwise seek to discover the source code form of any PLC software or other technology, except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties;
introduce any virus, denial of service attack or other potentially harmful or malicious software code or device into the PLC Services or PLC Materials, or use the PLC Services in any manner that might destroy, damage or degrade performance of any data communications facility, network, server, system, component, software or data used to deliver the PLC Services;
use, reproduce, download or transmit any PLC Services or PLC Materials for the purpose of providing any publishing or hosting services to third parties (whether or not for a fee), or otherwise exploit any PLC Services or PLC Materials to PLC's commercial disadvantage, other than with PLC's prior written consent;
use PLC's websites or the PLC Services, or email addresses or other contact information gathered through use of the PLC Services, in any way to distribute any advertising, solicitations or other commercial messages;
use any network software, device or manual process to monitor, download or copy PLC's websites, the PLC Services or PLC Materials, to extract information concerning usage or individual Users or to collect email addresses for any purpose; or
transfer, either permanently or temporarily, any rights or obligations under these Terms of Use or any Subscription or Trial Offer.
In providing the PLC Services, PLC shall conform to its Privacy Policy (www.practicallaw.com/8-383-6692) posted on the PLC websites, as such Privacy Policy may be amended by PLC from time to time, with respect to data and information of User and its employer and clients that a User transmits or submits to PLC ("User Information").
Subject to the Privacy Policy and the Subscription Terms, if applicable, User hereby expressly consents to collection, use, reproduction, hosting, transmission and disclosure of any User Information by PLC and its affiliates, and their employees and contractors, as PLC deems reasonably necessary or expedient for the purpose of providing the PLC Services.
Subject to the Privacy Policy, Users hereby consent to receive email from PLC. Users acknowledge that notices posted on the PLC websites or sent to Users by email satisfy any legal requirement that notices be in writing.
PLC is a provider of practical legal know-how and resources to inform and support its subscribers' and users' practice of law, subject to their own professional expertise, judgment and responsibilities. The PLC Services are general and educational in nature, may not reflect all recent legal developments and may not apply to the specific facts and circumstances of individual transactions and cases. Users should consult with qualified legal counsel before acting on any information in the PLC Services. PLC, its affiliates and their editorial staff are not a law firm, do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a legal practitioner. Nothing in the PLC Services or in these Terms of Use or the Subscription Terms, if applicable, nor any receipt or use of such PLC Services, shall be construed or relied on as advertising or soliciting to provide any legal services (except to the extent otherwise provided by applicable laws or ethical rules in each User's jurisdiction), creating any attorney-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of PLC, its affiliates, their editorial staff or any law firm, lawyer or other independent contributor of articles or other materials to the PLC Services.
PLC’s websites may contain sponsored services and advertising, as well as links to third-party websites and services, including government information services and other publicly available websites (collectively, “Third-Party Materials”). Users acknowledge that the Third-Party Materials are not part of the PLC Services for purposes of this Agreement, and that PLC shall have no responsibility or liability for the content or legality of any Third-Party Materials or for the practices of the respective third-party sponsors, advertisers and publishers.
PLC PROVIDES THE PLC SERVICES SOLELY ON AN “AS-IS” AND "AS-AVAILABLE" BASIS. PLC MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND UNDER THESE TERMS OF USE TO ANY USER AND PLC HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE PLC SERVICES AND PLC MATERIALS.
USERS ASSUME THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF PLC’S WEBSITES, PUBLICATIONS, SERVICES AND SYSTEMS. IN NO EVENT WILL PLC, ITS AFFILIATES OR THEIR SUPPLIERS OR LICENSORS HAVE ANY LIABILITY TO USERS OR THEIR CLIENTS UNDER THESE TERMS OF USE OR ON THE BASIS OF TORT OR ANY OTHER LEGAL THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY AMOUNT RESULTING FROM (I) THE PROVISION, USE OR RESULTS OF PLC’S WEBSITES, PUBLICATIONS, SERVICES OR SYSTEMS, ANY DELAYS, ERRORS OR OMISSIONS THEREIN OR ANY DEFECT OR LACK THEREIN OF QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY OR PERFORMANCE; (II) ANY LOSS OR DESTRUCTION OF USERS' OR THEIR CLIENTS’ DATA OR INFORMATION, OR THE COST OF RECOVERING SUCH DATA OR INFORMATION; (III) THE COST OF SUBSTITUTE OR REPLACEMENT SERVICES; (IV) LOST BUSINESS OPPORTUNITY, REVENUE OR PROFITS; (V) LIABILITY TO USERS' CLIENTS OR OTHER THIRD PARTIES; OR (VI) ANY OTHER CAUSE WHATSOEVER, EVEN IF PLC OR ITS AFFILIATES, SUPPLIERS OR LICENSORS WERE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
IF A USER OBJECTS TO THESE TERMS OF USE, AS AMENDED BY PLC FROM TIME TO TIME, THE USER'S ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE PLC SERVICES AND WEBSITES.
Users shall indemnify, defend and hold harmless PLC and its affiliates, and their respective directors, officers, employees, suppliers and licensors from and against all losses, liabilities, damages, costs and expenses, including attorneys’ fees and disbursements, resulting from any breach or violation of these Terms of Use.
Any claim, action, suit, proceeding or dispute arising out of these Terms of Use shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of New York, without regard to the conflicts of laws provisions thereof. The parties hereby consent, acknowledge and agree that venue and jurisdiction for any action, suit or proceeding arising out of these Terms of Use shall vest exclusively in the federal or state courts of general jurisdiction located in New York County, New York.
PLC may update or otherwise amend these Terms of Use at any time without notice. Users are bound by the Terms of Use then in effect each time they access, use or view the PLC Services. The provisions of the Subscription Terms, if in effect between PLC and an Authorized User's employer, shall take precedence over any conflicting or inconsistent provision in the Terms of Use. No waiver of any right or remedy on one occasion by PLC shall be deemed a waiver of such right or remedy on any other occasion. In the event that any provision of the Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.