Electronic Payment and Invoice Center

Software License Agreement – LexisNexis® Electronic Payment and Invoice Center

YOUR USE OF THE ELECTRONIC PAYMENT and INVOICE CENTER (THE “SOFTWARE”) CONSTITUTES YOUR AGREEMENT TO THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY CEASE USING THE SOFTWARE.

This Software is made available by LexisNexis Risk Solutions Inc., on behalf of itself and its affiliates ("Provider") and the Software may be used solely subject to this Software License Agreement ("Agreement").

1. License. You are granted a limited, non-exclusive, non-transferable, worldwide, revocable license to use the Software only for its intended purpose and in accordance with this Agreement. This Agreement and the license shall automatically terminate if you violate the license or materially breach this Agreement, or upon any termination or expiration of your product subscription, if applicable. Provider and its licensors retain all ownership of the Software, and all other rights in the Software are reserved by Provider. The purpose of the Software is to process invoices and payments for your licensed LexisNexis products and services. You may not distribute, modify, reverse engineer, or reproduce the Software, unless expressly allowed under applicable law.

2. Responsibility with Use. Between you and Provider, you are fully responsible for using the Software and your payments. Provider assumes no responsibility concerning a third party's functionality, content, software, or other aspect related to the Software, including, but not limited to your hardware, operating system, and software. You may use the Software only for its intended purpose. You may not use the Software for any unlawful, harmful, wrongful, or malicious purpose, to be determined at the sole discretion of Provider. You will indemnify Provider for any damages incurred or liabilities claimed by a third party against Provider arising from your use of the Software, except to the extent the damages are directly caused by an act or omission of Provider.

3. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER OFFERS THIS SOFTWARE SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT OR REPRESENT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU AGREE TO USE THE SOFTWARE AT YOUR OWN RISK.

4. Limitation of Liability. Provider does not charge you for use of the Software, and the limitations of liability in this paragraph reflect such bargain between the parties. Provider is not liable for any indirect, special, incidental, consequential, or exemplary damages arising out of or relating to the Software or your use of the Software including, but not limited to, damages for lost profits, loss of goodwill, loss of data, or computer failure, even if Provider is advised of the possibility of such damages or liability and regardless of whether the claim arises in contract, tort, or another legal basis. Regardless of the cause of action, in no event will Provider be liable to you for any amounts related to the Software, in the aggregate, above ten US dollars. Provider may cease providing the Software and may terminate this Agreement in its sole discretion at any time and without prior notice.

5. Miscellaneous. You may not assign or transfer this Agreement or its rights and obligations to any third party without the prior written consent of Provider. If any part of this Agreement is held to be unenforceable, the remainder shall remain valid and fully effective. The waiver of any right or obligation by Provider herein shall not be deemed to be a waiver of all of Provider's rights and obligations nor may it be interpreted as a waiver of the right or obligation in the future. This Agreement are governed by the laws of the State of New York, United States, excluding its conflicts of law rules and without application of the United Nations Convention on the International Sale of Goods. Any lawsuit must be brought exclusively in the state or federal courts located in New York City, New York. Any amendment or modification of these Agreement by you must be in a writing signed by authorized representatives of each party and expressly identifying these Agreement. Provider may update these Agreement from time to time by updating this site, and your continued use of the Software will be interpreted as your agreement to the revised version. Your use of the Software shall be interpreted as your agreement with these Agreement, without modification.