PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF SERVICE (TOS) FOR THE BLOOMBERG LAW® WEB SITE (THIS SITE) BEFORE USING THIS SITE. By continuing to access or use this Site, or any service on this Site, you signify YOUR ACCEPTANCE OF THE TOS. Bloomberg Finance L.P. (Bloomberg) 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 Bloomberg and shall be of no force or effect.
A. GENERAL TERMS
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 and (i) a Bloomberg Law customer or an employee of a Bloomberg Law customer authorized by your employer to use this Site and you are a member of the legal community whose primary purpose is to perform legal research and analysis, and you are working in a law firm, court, government agency, corporation, organization or any other entity, or enrolled as a student in a law school or (ii) a BLOOMBERG PROFESSIONAL service user authorized to access this Site via the BLOOMBERG PROFESSIONAL service. You represent, warrant, and covenant that you have completed any registration process necessary to use this Site, if required. If you are a user of the Services as set forth in Section 1(a)(i), then at any time you no longer satisfy at least one of the Status Conditions, or if you change employer, you must immediately cease using the Services (as defined below) and notify Bloomberg that you are no longer authorized to use the Services by contacting your BLOOMBERG LAW sales representative. In addition, you shall promptly notify Bloomberg of any changes to the status or nature of your employment while you are a user of the Services, including, without limitation, changes to your title or job description, or promotion to a new position by (i) contacting your BLOOMBERG LAW sales representative; (ii) using a web page designated by Bloomberg for such purposes; or (iii) such other means as agreed by you and Bloomberg (each, a Notification Method).
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, the Agreement for the Trial of Bloomberg Law or the Agreement for Bloomberg Law. If there is a conflict between the provisions of the TOS and the Agreement for Trial of Bloomberg Law or the Agreement for Bloomberg Law , the provision of the agreement that is applicable to you shall prevail over the conflicting provision of the TOS.
c) If you are a user of the BLOOMBERG PROFESSIONAL service and you have accessed this Site via the BLOOMBERG PROFESSIONAL service, your use of the Services 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 is 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. Intellectual Property.
a) This Site, including but not limited to, its information, data, materials, software, functionality, services, and content (the Services), is proprietary and is 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 Bloomberg 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 Bloomberg 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. Bloomberg shall retain all rights to all data 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 Bloombergs 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 Bloomberg 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.
a) Permitted Uses. Bloomberg grants to you a nonexclusive, nontransferable, and limited license to access, store and use the Services only as expressly permitted in the TOS. 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 the TOS. You may use data made available via the Services (Data) solely in the regular course of legal and other business research and related work for you and your law firm or organization and their respective clients. Except as otherwise provided or permitted by Bloomberg from time to time with respect to certain Data, you may print portions of Data and/or download portions of Data to a storage device under your exclusive control (such printed and stored data, Downloaded Data) solely to (i) access such Downloaded Data and distribute such Downloaded Data within your law firm or organization for purposes consistent with the terms and conditions of the TOS; (ii) quote and excerpt from such Downloaded Data 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, provided, however, that in all cases you retain all copyright and other proprietary notices; and (iii) to the extent permitted by applicable copyright laws, make and distribute copies of a limited amount of Downloaded Data in the ordinary course of your primary business of providing legal services to clients or litigation support or (iii) in the course of legal research or related work; provided, however, that in all cases you retain all copyright and other proprietary notices. Notwithstanding anything to the contrary set forth herein, upon notice you agree to comply with, and use of Data is subject to, any rules, restrictions and/or requirements of third-party data providers applicable to Data and your use of Data.
b) Restrictions. Except as expressly permitted in the TOS, you shall not (i) recirculate, distribute, scrape, store, transmit, publish, broadcast, copy, download, or otherwise use the Services or any portion thereof in any form or by any means except with the prior written consent of Bloomberg, and the consent of certain third-party data providers and other providers of data 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 Data, or any portion thereof; or (iii) store or use Downloaded Data in an archival database or other searchable database except as expressly permitted by the 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 Data (including Downloaded Data) to third parties or use Data 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 Data (including Downloaded Data) in any manner (including, without limitation, with respect to quantity, frequency of access, or distribution or scope of distribution, as applicable) that could, in Bloombergs good faith judgment, either cause the Services or Data so used to: (w) be a source of or substitute for the Services or Data; (x) affect Bloombergs ability to realize revenue in connection with the Services or Data; (y) compete with the business of Bloomberg or its affiliates; or (z) negatively affect Bloombergs network or servers, including without limitation the speed of delivery of Data. Notwithstanding anything to the contrary in the TOS, Bloomberg reserves the right, in its sole discretion, temporarily or permanently to block access to the Services and Data, including the ability to download or distribute any Data, at any time without notice and effective immediately. Unauthorized access or use of the Services or Data is unlawful and Bloomberg 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 TOS, you shall not: (i) use this Site in any manner that could harm, take over, disable, overburden, or otherwise impair any of Bloombergs computer systems; (ii) interfere with any other partys use and enjoyment of this Site, or any of the content, information or services provided on this Site; (iii) access, monitor or copy any content or information on this Site, including but not limited to user information, or this Sites 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 Data through any means not intentionally made available by Bloomberg; or (vii) use the Services, the information contained therein, or any trademarks, trade names, service marks, copyrights, or logos of Bloomberg or its affiliates in unsolicited mailings or spam material.
4. Fees and Charges.
You or your employer shall pay all fees and charges as set forth in the Agreement for Bloomberg Law or the Agreement for the BLOOMBERG PROFESSIONAL service, as applicable. You shall pay to Bloomberg any applicable fees and/or levies imposed or charged by Bloomberg or a third-party in connection with fee-liable data 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. As part of the registration process which may be necessary to obtain access to the Services, certain registration information will be provided to Bloomberg. You represent that your registration information is accurate and truthful. You shall promptly inform Bloomberg, by using the applicable Notification Method, 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. Bloomberg reserves the right to deny creation of your account based on Bloombergs 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 Bloomberg, 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 also agree not to access the Services simultaneously from two or more devices, computers, workstations, or locations.
b) Security. You agree to promptly notify Bloomberg at email@example.com 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. BLOOMBERG 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, Bloomberg reserves the right to pursue any and all claims against you and any person or entity using your User ID.
c) Audit and Monitoring. Bloomberg shall use commercially reasonable efforts to prevent unauthorized third parties from logging on to your Workspace portion of the Services. Bloomberg reserves the right periodically 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 in this Agreement, Bloomberg 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 Bloomberg 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 Drivers Privacy Protection Act (18 U.S.C. § 2725); or (z) as a factor in establishing a consumers 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 BLOOMBERG 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. Bloomberg does not warrant that the Services are compatible with your equipment or that the Services, or that any electronic communications sent by Bloomberg 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 Bloomberg and its affiliates are not liable for any damage you may suffer as a result of such destructive features. None of Bloomberg, 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 Bloomberg, 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 Bloomberg 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 Bloomberg or its affiliates). None of Bloomberg, 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 Bloomberg, 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. Bloomberg 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 Bloomberg and its affiliates arising in connection with the TOS and the Services 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 A SOLICITATION, OFFER, OPINION, OR RECOMMENDATION BY BLOOMBERG, ITS AFFILIATES, OR ANY SUPPLIER OF DATA FOR ANY TRANSACTION IN ANY FINANCIAL INSTRUMENT, INCLUDING BUT NOT LIMITED TO SECURITIES, OR TO PROVIDE LEGAL OR FINANCIAL ADVICE OR SERVICES AND NONE OF BLOOMBERG, ITS AFFILIATES, OR ANY SUPPLIER OF DATA IS ENGAGED IN RENDERING LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL SERVICES. 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 OR ADVICE 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 DATA. NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED WITH BLOOMBERG, ITS AFFILIATES, OR ANY SUPPLIER OF DATA THROUGH USE OF THE SERVICES.
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, Bloomberg shall be entitled to seek injunctive relief to enforce the provisions hereof, but nothing herein shall preclude Bloomberg from pursuing any action or other remedy for any breach or threatened breach of these TOS, all of which shall be cumulative. If Bloomberg prevails in such action, Bloomberg shall be entitled to recover from you all reasonable costs, expenses and attorneys fees incurred in connection therewith. Bloomberg retains the right temporarily or permanently to block access to the Services if Bloomberg, 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. Bloomberg 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. Bloomberg 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.
Bloomberg 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 Bloomberg service, function or product or other agreement between you and Bloomberg; (ii) previously resided 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 Bloomberg; (iv) is known to Bloomberg at the time of disclosure by you; (v) Bloomberg obtains from a third party or a source other than you which is not known to Bloomberg to be subject to confidentiality; (vi) you instruct Bloomberg to disclose; or (vii) Bloomberg is legally required to disclose.
You recognize that Bloomberg, its affiliated entities, its suppliers and their affiliated entities (together, the Covered Entities), each have rights with respect to the Services, including the software, data, information and other items provided by Bloomberg 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 Bloomberg as used in Section 6 hereof includes all the Covered Entities.
You may terminate the TOS immediately upon written notice to Bloomberg 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 employers obligations under, the Agreement for Trial of the BLOOMBERG LAW, Agreement for BLOOMBERG LAW , or the Agreement for the BLOOMBERG PROFESSIONAL service. Notwithstanding anything to the contrary in the TOS, Bloomberg 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 Bloomberg if you, in Bloombergs sole discretion, fail to comply with any provision of the TOS. Bloomberg 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.
10. Governing Law.
The TOS shall be governed by and construed in accordance with the laws of the United States and the State of New York, 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 New York County, New York 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.
Bloomberg 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 Departments 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 Agreement for Bloomberg Law , or the Agreement for the BLOOMBERG PROFESSIONAL service, as applicable, constitute the entire agreement between you and Bloomberg 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. Bloombergs failure 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 Bloomberg in writing.
You agree that Bloomberg has the right to change the content or technical specifications of any aspect of the Services at any time in Bloombergs 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 Bloomberg 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.
You may not assign the TOS or the rights hereunder without the prior written consent of Bloomberg. Bloomberg 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 Bloomberg.
15. Electronic Communications.
When you visit this Site and when you communicate with Bloomberg electronically, you consent to receive communications from us electronically. You agree that all notices, disclosures, and other communications that Bloomberg 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 BLOOMBERG mark owned by Bloomberg or 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, 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 Bloomberg or its affiliates without express written permission from Bloomberg or its affiliates. Any violation of this provision may, in Bloombergs or any of its affiliates discretion, result in termination of your use of and access to this Site effective immediately.
B. INQUIRIES REGARDING THIS SITES CONTENT
For inquiries, you should contact Bloomberg L.P., operating agent of Bloomberg, at 731 Lexington Avenue, New York, NY 10022, Telephone: (212) 318-2000, Facsimile: (917) 369-5540, e-mail: firstname.lastname@example.org or any successor operating agent or other party as specified by Bloomberg from time to time.
C. INTELLECTUAL PROPERTY ISSUES
1. General Inquiries:
Please send general inquiries regarding intellectual property issues to email@example.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: William Ried, Bloomberg L.P., 731 Lexington Avenue, New York, NY 10022, telephone (212) 318-2000, facsimile (212) 893-5371, e-mail: firstname.lastname@example.org.
3. Trademark Notice:
Click here for this Site's trademarks.