Terms of Service: Subscription Products

PLEASE READ ALL OF THE FOLLOWING TERMS OF SERVICE (“TOS”) FOR THE BLOOMBERG BNA SUBSCRIPTION PRODUCTS AND THE WEB SITES ON WHICH THEY ARE LOCATED (each, a “SITE,” and together, the “SITE”) BEFORE USING THIS SITE. By continuing to access or use this Site, or any product or service on this Site, you signify YOUR ACCEPTANCE OF THE TOS. The Bureau of National Affairs, Inc., together with its applicable subsidiaries (“BBNA”) reserves the right to amend, remove, or add to the TOS at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the TOS whenever using this Site. Your access to or use of this Site, or any service on this Site, after the posting of modifications to the TOS will constitute YOUR ACCEPTANCE OF THE TOS, as modified. If, at any time, you do not wish to accept the TOS, you may not access or use this Site. Any terms and conditions proposed by you which are in addition to or which conflict with the TOS are expressly rejected by BBNA and shall be of no force or effect.

For general use of the Site, please see the terms located at http://www.bna.com/terms-conditions-a4726/.

 A. GENERAL TERMS

Definitions:

Service:  “Service” means any of the paid subscription publications and products available on the Site in one of the BBNA Practice Areas, including, for example, but not limited to, the products currently known as Bloomberg Law, the U.S. Income Portfolios Library, BNA Auditor, HR Decision Support Network, BNA Labor PLUS, Tax & Accounting Center, Daily Environment Report, as well as the information, data, materials, software, functionality, services, and content contained therein.

BBNA Practice Area:  “BBNA Practice Area” means the subject area of practice for the professionals to whom the Services are directed, and which are comprised of: Legal and Business; Tax and Accounting; Environment, Health and Safety; and Human Resources.

License:  “License” means a current and valid license to access one or more Service on the Site, and which may include purchased subscription to one or more Service for one or more Users associated with a Licensee, a trial subscription to a Service (or beta version thereof) granted for one or more Users associated with a Licensee, or any other valid and authorized right/license.

Licensee: “Licensee” means the individual or entity who holds a License for one or more Service, and which may be a law firm, court, government agency, corporation, organization, a law school, or some other entity.

User:  “User” means an individual user who is covered by a valid License, and if under the License of a larger entity, maintains a current and valid relationship with a valid Licensee, such as, as applicable, employee, student, professor, administrator, or authorized agent.  

 1. User Consent to the TOS and User Site Participation.

a) You represent, warrant, and covenant that you are at least eighteen (18) years old, a valid User, and you are a member of a professional, business or academic community in a BBNA Practice Area whose primary purpose is to perform professional, business or educational, research and analysis, and you are working in a court or government agency; a professional or business corporation, organization or other similar entity; or enrolled as a student in a law or business school.  Your rights as a User are subject to and conditioned upon (i) the validity of your License and (ii) a current and valid relationship with your Licensee.  Upon the cessation of either condition (ie., you change employers or are no longer enrolled at your law/business school and any authorized grace period of your license following your graduation has expired), your rights shall immediately terminate and you must immediately cease using the Services.

b) You shall comply with any other applicable terms and conditions of use set forth in connection with the Services, including but not limited to, as applicable to you, a BBNA Customer Agreement, an Agreement for Bloomberg Law, a trial or beta license agreement, a BBNA invoice, or any other purchase or license document (as applicable, the “BBNA Service Agreement”). Unless explicitly set forth otherwise,  in the event of a conflict between the provisions of the TOS and the BBNA Service Agreement, the provision of these TOS shall prevail over the conflicting provision of the applicable BBNA Service Agreement.

2. Intellectual Property.

a) This Site and the Services, are proprietary and are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. The Services are also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns, and other elements making up the Services are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright restrictions displayed in connection with the Services.

b) The Services were developed, compiled, prepared, revised, selected, and arranged by BBNA, its affiliates, and others (including certain information sources) (individually and collectively, “IP Rights Holders”) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of the IP Rights Holders, and you acknowledge and agree that you have no ownership rights in or to the Services and that no such rights are granted under the TOS. You agree to protect the proprietary rights of the IP Rights Holders during and after your use of the Services. You shall honor and comply with all written requests made by IP Rights Holders to protect their contractual, statutory, and common law rights in the Services with the same degree of care used to protect your own proprietary rights, which in no event shall be less than reasonable efforts. You agree to notify BBNA in writing promptly upon becoming aware of any claim that the Services infringe any patent, copyright, trademark, or other contractual, statutory, or common law rights. BBNA shall retain all rights to all Content comprising or included in the Services (including without limitation related information, such as instructional materials and videos). The granting of this license does not affect the ownership of any data or materials, whether tangible or intangible.

c) You shall not use any of BBNA’s or its affiliates’ trademarks, trade names, or service marks in any manner that creates the impression that such names and marks belong to or are identified with you or that you are associated with or licensed by BBNA or its affiliates to use such names or marks, and you acknowledge that you have no ownership rights in or to any of these names or marks.

3. License.

a) Permitted Uses. BBNA grants to you a nonexclusive, nontransferable, and limited license to access, store and use the Services only as expressly permitted in the TOS and any applicable BBNA Service Agreement. The Services are solely and exclusively for your use (except as otherwise expressly permitted herein) and shall not be used for any illegal purpose or in any manner inconsistent with the provisions of these TOS or the applicable BBNA Service Agreement. You may use content made available via the Services (“Content”) solely in the regular course of legal and other professional, business or academic research and related work for you and your firm or organization. Except as otherwise provided or permitted by BBNA from time to time with respect to certain Content, you may, print select and limited portions of Content and/or download select and limited portions of Content to a storage device under your exclusive control (such printed and stored Content, “Downloaded Content”) solely to (i) access such Downloaded Content and distribute such Downloaded Content on an occasional basis (as such term is defined in the Bloomberg BNA Copyright and Usage Guidelines (“Guidelines”) within your firm or organization for purposes consistent with the terms and conditions of the TOS and the applicable BBNA Service Agreement, and properly crediting BBNA; (ii) quote and excerpt from such Downloaded Content by electronic cutting and pasting or other means in memoranda, briefs, and similar work product created by you in the regular course of your research and work; and (iii) to the extent permitted by applicable copyright laws, but only on an occasional basis (as such term is defined in the Guidelines), make and distribute copies of Downloaded Content in the ordinary course of your primary business of providing legal or professional services to clients or related support; provided, however, that in all cases you preserve all copyright notices and other proprietary notices. Notwithstanding anything to the contrary set forth herein, upon notice you agree to comply with, and use of Content is subject to, any rules, restrictions and/or requirements of third-party content providers applicable to Content and your use of Content.

b) Restrictions. Except as expressly permitted in the Guidelines, TOS, or the applicable BBNA Service Agreement, you shall not (i) recirculate, distribute, scrape, store, transmit, publish, broadcast, copy, download, or otherwise use the Services, Content, or any portion thereof in any form or by any means except with the prior written consent of BBNA, and the consent of certain third-party content providers and other providers of content or services available through the Services, as applicable; (ii) share, recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from, the Services, or Content, or any portion thereof; or (iii) store or use Downloaded Content in an archival library, file site, database or other searchable repository except as expressly permitted by the Guidelines and TOS or as quoted in your work product (in compliance with the TOS). Except as expressly permitted in the TOS, you shall not sell, license, or distribute Content (including Downloaded Content) to third parties or use Content as a component of or as a basis for any material offered for sale, license, or distribution. Notwithstanding anything to the contrary in the TOS, you may not use and may not authorize any third party to use the Services or Content (including Downloaded Content) in any manner (including, without limitation, with respect to quantity, frequency of access, distribution or scope of distribution, systematic or deliberate nature of actions, as applicable) that could, in BBNA’s good faith judgment, either cause the Services or Content so used to: (w) be a source of or substitute for the Services or Content; (x) affect BBNA’s ability to realize revenue in connection with the Services or Content; (y) compete with the business of BBNA or its affiliates; or (z) negatively affect network or servers of BBNA or its affiliates, including without limitation the speed of delivery of Content. Notwithstanding anything to the contrary in the TOS or any BBNA Service Agreement, BBNA reserves the right, in its sole discretion, temporarily or permanently to block access to the Services and Content, including the ability to download or distribute any Content, at any time without notice and effective immediately. Unauthorized access or use of the Services or Content is unlawful and BBNA and its suppliers shall have all rights provided by law to prevent such access or use and to collect damages in such event.

c) Additional Restrictions: Except as expressly permitted in the Guidelines, TOS, or the applicable BBNA Service Agreement, you shall not, intentionally or unintentionally: (i) use this Site in any manner that could harm, take over, disable, overburden, or otherwise impair any computer systems of BBNA or its affiliates; (ii) interfere with any other party’s use and enjoyment of this Site, or any of the Services or Content contained therein; (iii) access, monitor or copy any content or information on this Site, including but not limited to user information, or this Site’s architecture, using any robot, spider, scraper, web crawler, or other automated means or any similar manual process or any software; (iv) violate the restrictions in any robot exclusion headers of this Site, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services; (v) attempt to gain unauthorized access to any services, servers, or networks used by this Site through any means; (vi) attempt to gain access to the Services or Content through any means not intentionally made available by BBNA; or (vii) use the Services, Content, or any trademarks, trade names, service marks, copyrights, or logos of BBNA or its affiliates in unsolicited mailings or spam material.

4. Fees and Charges.

Use of the Services is subject to timely payment, by User or Licensee, for all fees required under the applicable BBNA Service Agreement. Additionally, each User shall be responsible for and shall pay to BBNA any applicable fees and/or levies imposed or charged in connection with fee-liable Content or services accessed through the Services at your request where you are informed of such fees in advance.

5. Registration, Access, and Security.

a) Registration and User ID. If you access the Services using a unique username and password, you agree as follows: As part of the registration process which may be necessary to obtain access to the Services, certain registration information will be provided to BBNA. You represent that your registration information is accurate and truthful. You shall promptly inform BBNA, of any updates to your registration information in order to keep it true, accurate, and up to date. Each registration is for a single user only. BBNA reserves the right to deny creation of your account based on BBNA’s inability to verify the authenticity of your registration information. You shall gain access to the Services through a unique username and password (your unique username and password, the “User ID”), which may be used by you to gain access to the Services only for so long as you are authorized to access and use the Services in accordance with the TOS. You agree to treat the User ID as confidential and not to disclose such User ID, either directly or indirectly, to any person. You shall not use a User ID that BBNA, in its sole discretion, deems offensive or inappropriate. You are fully responsible for all usage and activity of the Services through you, including, but not limited to, any use of the User ID. Only you may access the Services through the User ID and access may not be shared with any other person or used in any manner that is inconsistent with the TOS. You agree to maintain only one account with the Services at any time and certify that you currently have no other account(s) with the Services. You agree to securely log-out when not using the Services, to not leave unattended any devices which are logged in to the Services, and to generally restrict access relating to and maintain the security of your account.

(i) Alternate User Authentication Method.  BBNA may, in its reasonable discretion, agree with a Licensee on alternate methods of user authentication, such as enterprise-wide single sign-on (“User Authentication”).  If you access the Services using such User Authentication, you agree as follows:  Any information you provided to your respective Licensee relating to your identity and used to register for or access the Services is accurate and truthful, and you shall make any updates with your Licensee to keep it true, accurate, and up to date. BBNA reserves the right to deny access to your account based on BBNA’s inability to verify the authenticity of your User Authentication.  You may use your User Authentication to gain access to the Services only for so long as you are authorized to access and use the Services in accordance with the TOS. You agree to treat the User Authentication as confidential and not to disclose such User Authentication, either directly or indirectly, to any person. You shall not set any portion of your User Authentication with information or language that BBNA, in its sole discretion, deems offensive or inappropriate. You are fully responsible for all usage and activity of the Services through you, including, but not limited to, any use of the User Authentication. Only you may access the Services through your unique User Authentication and access may not be shared with any other person or used in any manner that is inconsistent with the TOS. You agree to maintain only one account with the Services at any time and certify that you currently have no other account(s) with the Services. You agree to securely log-out when not using the Services, to not leave unattended any devices which are logged in to the Services, and to generally restrict access relating to and maintain the security of your account.

b) Security. You agree to promptly notify BBNA of any known or suspected unauthorized use of the Services, including but not limited to the User ID, or any known or suspected breach of security, including but not limited to, loss, theft, or unauthorized disclosure of a User ID. You agree properly to exit the Services at the end of each session. BBNA shall not be liable to you or any third person or entity for any loss or damage arising from your failure to comply with these requirements. If a device on which the Services is accessed is sold or transferred to another party, you agree to delete all cookies and software files obtained by or through use of the Services that are stored on such device. Notwithstanding anything else herein, BBNA reserves the right to pursue any and all claims against you and any person or entity using your User ID.

c) Audit and Monitoring. BBNA reserves the right to audit and monitor (physically or electronically) the use of the Services to ensure compliance with the TOS and to maintain and improve the provision of the Services. Notwithstanding anything to the contrary, BBNA shall have the right to use and disclose information obtained from or input by you as part of any legal process or proceeding or as required by law.

6. Disclaimer and Limitation of Liability.

a) Warranties. Each time you use the Services, you shall be deemed to represent, warrant, and covenant to BBNA and its affiliates that: (i) you have all requisite regulatory and legal authority to enter into and be bound by the TOS; and (ii) your use of the Services complies with all applicable laws, rules, and regulations. You covenant that you shall not use the Services or any information obtained through the Services, including but not limited to, any information obtained from public records or motor vehicle related information (e.g., motor vehicle registration, vehicle identification number, driver license information, etc.), (y) in violation of any law, including but not limited to the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) (“FCRA”) or the Driver’s Privacy Protection Act (18 U.S.C. § 2725); or (z) as a factor in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes, or any other purpose addressed by the FCRA.

b) Liability. NEITHER BBNA NOR ITS AFFILIATES MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES OR RESULTS TO BE ATTAINED BY YOU OR OTHERS FROM THE USE OF THE SERVICES AND EACH DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THE SERVICES AND ALL PORTIONS THEREOF ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BBNA does not warrant that the Services are compatible with your equipment or that the Services, or that any electronic communications sent by BBNA or its affiliates, are or will be free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and BBNA and its affiliates are not liable for any damage you may suffer as a result of such destructive features. None of BBNA, its affiliates, or their respective suppliers and third-party agents shall have any responsibility or liability, contingent or otherwise, for any injury or damages, whether caused by the negligence of BBNA, its affiliates, any of their respective employees, subcontractors, agents or equipment vendors or otherwise, arising in connection with the Services, or for any lost profits, losses, incidental, consequential, special, punitive, or exemplary damages or for any claim against you by any other party, even if BBNA has been advised specifically of the possibility of such damages, including without limitation any inability or failure to perform legal or other research or related work or to perform such legal or other research or work properly or completely (even if assisted by BBNA or its affiliates). None of BBNA, its affiliates, or their respective suppliers guarantee the accuracy, correctness, completeness, or timeliness of the Services or any programs, data, or other information furnished in connection therewith. You are solely responsible for the accuracy and adequacy of the data and information you use and the resultant output thereof. Notwithstanding anything to the contrary set forth herein, to the maximum extent permitted by law, none of BBNA, its affiliates, or their respective suppliers shall, directly or indirectly, be liable, in any way, to you or any other person for any inaccuracies, delays, errors, or interruptions in the Services from whatever cause, or any loss or damage arising therefrom or occasioned thereby, or by reason of any nonperformance. BBNA does not control the content of other web sites, services, goods, or advertisements that may be linked to the Services and therefore is not responsible for the availability, content, or accuracy of linked web sites, services, goods, or advertisements. Notwithstanding anything to the contrary in the TOS, to the extent permitted by law, the aggregate liability of BBNA and its affiliates arising in connection with the TOS for damages, regardless of the form of the action, shall not exceed $500. Notwithstanding the foregoing, the TOS shall not limit any liability for death or personal injury directly resulting from negligence if and to the extent such limitation would violate applicable law. No action, regardless of form, arising out of or pertaining to the Services may be brought by you more than one year after the cause of action has accrued.

c) Legal and other Advice. NONE OF THE SERVICES NOR ANY PORTION THEREOF CONSTITUTE ACTUAL LEGAL, TAX, ACCOUNTING, REGULATORY OR OTHER PROFESSIONAL ADVICE, OPINION, OR RECOMMENDATION BY BBNA, ITS AFFILIATES, OR ANY CONTENT PROVIDER. IF LEGAL OR OTHER PROFESSIONAL ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS, ADVICE, CONCLUSIONS, LEGAL OR TAX OPINIONS, RECOMMENDATIONS MADE OR GIVEN AS A RESULT OF THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON CONTENT, OR INCORPORATING OR REFERENCING THE CONTENT. NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED WITH BBNA, ITS AFFILIATES, OR ANY SUPPLIER OF CONTENT THROUGH USE OF THE SERVICES. NONE OF THE SERVICES OR CONTENT SHALL CONSTITUTE OR BE CONSTRUED AS A RECOMMENDATION, SOLICITATION, OFFER, OPINION, BY BBNA (ITS AFFILIATES OR ANY CONTENT PROVIDER) FOR ANY FINANCIAL TRANSACTION, THE PURCHASE OF ANY FINANCIAL INSTRUMENT, INCLUDING BUT NOT LIMITED TO SECURITIES, OR ANY KIND OF INVESTMENT.

d) Force Majeure. No party shall be liable to the other for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party or parties affected.

e) Remedies. If you breach or threaten to breach any provision of the TOS, BBNA shall be entitled to seek injunctive relief to enforce the provisions hereof, but nothing herein shall preclude BBNA from pursuing any action or other remedy for any breach or threatened breach of these TOS, all of which shall be cumulative. If BBNA prevails in such action, BBNA shall be entitled to recover from you all reasonable costs, expenses and attorneys’ fees incurred in connection therewith. BBNA retains the right temporarily or permanently to block access to the Services if BBNA, in its sole discretion, believes the Services have been or may be used for an improper purpose or in violation of the terms of the TOS.

f) Third-Party Communications. BBNA disclaims all liability for any third-party communication you may receive or any actions you may take or refrain from taking as a result of any communication directed to you from any third party directly or indirectly in connection with this Site and the Services provided herein (“Third-Party Communication”). You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third-Party Communication. BBNA assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third-Party Communication.

7. Confidentiality

BBNA shall use commercially reasonable efforts to keep confidential the information you enter into the BLOOMBERG LAW “Workspaces,” provided that this obligation shall not apply to any information that: (i) you provide in connection with another service, function or product of BBNA or its affiliates, or other agreement between you and BBNA or its affiliates; (ii) previously resided, on a non-confidential basis, in the BLOOMBERG LAW service directly relating to information entered by you in the BLOOMBERG LAW service; (iii) becomes generally known or available to the public or is disclosed without restriction in published materials or is disclosed, not due to a breach of any confidentiality obligations upon BBNA or its affiliated entities; (iv) is known to BBNA or its affiliated entities at the time of disclosure by you; (v) BBNA or its affiliated entities obtains from a third party or a source other than you which is not known to BBNA or its affiliated entities to be subject to confidentiality; (vi) you instruct BBNA or its affiliated entities to disclose; or (vii) BBNA or its affiliated entities are legally required to disclose.

8. Parties.

You recognize that BBNA, its affiliated entities, its suppliers and their affiliated entities (together, the “Covered Entities”), each have rights with respect to the Services, including the Content, software, data, information and other items provided by BBNA and its affiliated entities by reason of your use of the Services. Section 6 shall be for the benefit of the Covered Entities and the respective affiliates, successors, assigns, officers, directors, employees and representatives of the Covered Entities. The term “BBNA” as used in Section 6 hereof includes all the Covered Entities.

9. Termination.

You may terminate the TOS immediately upon written notice to BBNA if you also discontinue your access to and use of the Services. For the avoidance of doubt, any such termination shall not terminate, or terminate any of your or your employer’s obligations under, the Agreement for Trial of the BLOOMBERG LAW, the BBNA Customer Agreement, the Agreement for BLOOMBERG LAW, the Agreement for the BLOOMBERG PROFESSIONAL service, or any other applicable BBNA Service Agreement. Notwithstanding anything to the contrary in the TOS, BBNA reserves the right to terminate the TOS, or suspend or terminate your access to and use of the Services and Data, or any portion thereof, in its sole discretion, at any time without notice and effective immediately. The TOS and your access to the Services will terminate immediately without notice from BBNA if you, in BBNA’s sole discretion, fail to comply with any provision of the TOS. BBNA shall not be liable to you or any third party for the termination or suspension of the Services or access to the Data, or any claims related to the termination or suspension of the Services or access to the Data. Upon termination of the TOS for any reason whatsoever, you shall discontinue your access to and cease all use of the Services, including any Content or Downloaded Content including, without limitation, for those restricted uses set forth in Sections 3(b) (c) hereof.

10. Governing Law.

The TOS shall be governed by and construed in accordance with the laws of the United States and the Commonwealth of Virginia, without giving effect to conflicts-of-law principles thereof. You agree to submit to the exclusive jurisdiction of the federal and state courts located in Arlington County, Virginia in connection with any matters arising out of these TOS and not to assert a defense of forum non conveniens, sovereign immunity, Act of State, or analogous doctrines in connection with any such action.

11. United States Export Control & Foreign Assets Control Regulations.

BBNA does not represent that materials in the Services are appropriate or available for use in any particular location. Those who choose to access the Services do so on their own initiative and are responsible for compliance with all applicable laws. You represent and warrant that you are not (a) located in or a national or resident of any country that is subject to U.S. trade sanctions, or (b) a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or acting on behalf of any person or entity on such list.

12. Entire Agreement/Severability/Waiver.

The TOS, the documents and policies incorporated herein, either in their entirety or by explicit reference, any other terms and conditions on this Site, and the Agreement for Trial of Bloomberg Law, the BBNA Customer Agreement, the Agreement for Bloomberg Law, the Agreement for the BLOOMBERG PROFESSIONAL service, or any other BBNA Service Agreement, as applicable, constitute the entire agreement between you and BBNA or its affiliated entity, as applicable, and govern your use of the Services. If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TOS will remain in force. The failure of BBNA or its affiliated entity to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision unless acknowledged and agreed by BBNA or its applicable affiliated entity in writing.

13. Miscellaneous.

You agree that BBNA has the right to change the content or technical specifications of any aspect of the Services at any time in BBNA’s sole discretion. You further agree that such changes may result in your being unable to access the Services. The section titles in the TOS are used solely for the convenience of you and BBNA and have no legal or contractual significance. Sections 2, 3(b), 3(c), 4 (with respect to fees incurred prior to termination), and 6 through 15 shall survive any termination of the TOS.

14. Assignment/Delegation.

You may not assign the TOS or the rights hereunder without the prior written consent of BBNA. BBNA may assign the TOS and delegate certain of its responsibilities, obligations, and duties under or in connection with the TOS to a third party or affiliate, which may discharge those responsibilities, obligations, and duties on behalf of BBNA.

15. Electronic Communications.

When you visit this Site and when you communicate with BBNA electronically, you consent to receive communications from us electronically. You agree that all notices, disclosures, and other communications that BBNA provides to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form.

16. Linking and Framing.

You may not frame this Site. Upon linking to this Site pursuant to the TOS, you will be granted a non-exclusive, non-transferable, royalty-free sublicense to use the applicable BBNA mark owned or licensed by BBNA and its affiliates solely for providing an underlined, textual link from your web site to the publicly accessible home page of this Site at http://www.bloomberglaw.com, http://www.bna.com, or such other product home page maintained by BBNA to which you have a valid license, provided that, you do not link this Site to any web site containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. You may not link your web site to any other web pages of this Site and you may make no other use of the marks, names, or logos of BBNA or its affiliates without express written permission from BBNA or its affiliates. Any violation of this provision may, in BBNA’s or any of its affiliate’s discretion, result in termination of your use of and access to this Site effective immediately.

B. INQUIRIES REGARDING THIS SITE’S CONTENT

For inquiries, you should contact The Bureau of National Affairs, Inc., at 1801 S. Bell Street, Arlington, Virginia 22202, Telephone: (703) 341-3500, Facsimile: (800) 253-0332, or any successor operating agent or other party as specified by BBNA from time to time.

C. INTELLECTUAL PROPERTY ISSUES

1. General Inquiries:

Please send general inquiries regarding intellectual property issues to

 permissions@bna.com

2. Copyright Agent for Copyright Infringement Claims (Digital Millennium Copyright Act):

The designated agent to receive notification of claimed infringement under Title II of the Digital Millennium Copyright Act is: Peter Sherman, The Bureau of National Affairs, Inc., 1801 S. Bell Street, Arlington, VA 22202, telephone (703) 341-1818, e-mail:  PSherman@bna.com.

3. Trademark Notice:

Copyright® 2015 The Bureau of National Affairs, Inc. Use of this Service is subject to terms and conditions of the applicable BBNA Service Agreement with BBNA. Unauthorized access or distribution is prohibited. “Bloomberg BNA” and "BNA" are registered trademarks of The Bureau of National Affairs, Inc. "Bloomberg" is a registered trademark of Bloomberg Finance L.P., a Delaware limited partnership.  All other trademarks are property of their respective owners. All rights reserved. “Exemplify” is now a trademark and product of The Bureau of National Affairs, Inc.

BLOOMBERG, BLOOMBERG ANYWHERE, BLOOMBERGLAW.COM, BLOOMBERG LAW, BLOOMBERG NEWS, BLOOMBERG PROFESSIONAL, BLOOMBERG TERMINAL and B-UNIT are trademarks and service marks of Bloomberg Finance L.P., a Delaware limited partnership, or its subsidiaries. All rights reserved.

D. PRIVACY POLICY FOR THIS WEB SITE

Click here for this Site's privacy policy.

E. SPECIAL PROVISIONS

1. TERMINAL USERS. If you are a valid user of the BLOOMBERG PROFESSIONAL service (sometimes known as the Bloomberg Terminal) and you have accessed BLOOMBERG LAW via the BLOOMBERG PROFESSIONAL service, your use of BLOOMBERG LAW will be governed by the applicable terms and conditions of use set forth in the agreement for the BLOOMBERG PROFESSIONAL service, including all schedules, addenda, and exhibits thereto (collectively, “Agreement for the BLOOMBERG PROFESSIONAL service”) that are applicable to you or your employer, in addition to your use being subject to the TOS. If there is a conflict between the provisions of the TOS and the Agreement for the BLOOMBERG PROFESSIONAL service applicable to you, the provision of the Agreement for the BLOOMBERG PROFESSIONAL service shall prevail over the conflicting provision of the TOS.

2. USER GENERATED CONTENT. To the extent you elect to upload or input any content on a Site you agree as follows:

               a) Types of User Generated Content

i. “User Owned Content” means any legal, business, tax or financial data validly belonging to User, its Licensee, or any of their clients, that is submitted for the purpose of using such Site function and data for carrying out User or its Licensee’s business purpose, and shall remain the property of User or Licensee, as applicable.

                              ii. “PII” means any personally identifiable or health-related information. The Site is not designed or intended to serve as a repository of PII and BBNA makes no warranty as to the manner in which such information would be held.

                              iii. “Contributed Content” means any comments left in feedback areas, chats or other material or content posted or submitted in any forums or other shared areas of the Site, or any feedback or suggestion about the Site itself or the BBNA Services or Content therein. All Contributed Content shall become the property of BBNA, for use by BBNA, in its discretion throughout its business.

               b) User Representations. You agree, represent and warrant that none of the Content you submit shall:

• Violate or infringe the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity, privacy or other proprietary rights;
• Allow you to gain unauthorized access to the Site, or any account, computer system, or network connected to the Site, by means such as hacking, password mining or other illicit means;
• Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, or contains explicit, graphic, objectionable or offensive descriptions or accounts;
• Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• Collects for marketing purposes any email addresses or other personal information that has been posted by other users of the Site.
• Impersonates any person, business or entity, including BBNA, any of its affiliated entities, or any of their employees or agents or falsely state or otherwise misrepresent your affiliation with any person, business or entity, including BBNA or any of its affiliated entities;
• Contains an advertisement or solicitation or encourages others to make a donation;
• Contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
• Encourages conduct that would constitute a criminal offense or that gives rise to civil liability or that otherwise encourages others to commit illegal activities or cause injury or property damage to any other person;
• Results in the posting or transmission of any message anonymously or under a false name;
• Permits any person to access, using your account, any features of the Site that may require registration;
• Results in a single message being posted to excessive locations throughout the Site, results in messages being posted to any part of the Site if that message is, in our view, off-topic or in violation of these TOS; or
• Violates this TOS, guidelines or any policy posted on the Site, or interferes with the use of the Site by others.

               c) Disclaimer and Safe Harbor. BBNA has no obligation to retain or store any User Generated Content. BBNA makes no representations as to the accuracy, non-infringement or validity of any User Generated Content.  BBNA does not monitor the Site or any User Generated Content, however, BBNA reserves the right to remove, delete or refuse to post any User Generated Content and to disable access for any Users if BBNA feels that such Content or Users may violate these Terms of Use, including any of the prohibited types of Content set forth above, or otherwise in BBNA’s discretion.  Notwithstanding this right of ours, Users shall remain solely responsible for the content you post on our Site. You acknowledge and agree that neither BBNA nor any of its affiliates shall assume or have any liability for any action or inaction by BBNA with respect to any conduct within the Site or any communication or posting on the Site. BBNA also reserves the right to disclose any information that BBNA believes necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part.

 

Last updated February 2015