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Subscriber Agreement for Westlaw® and
<br />CD-ROM Libraries
<br />AGREEMENT entered into between "Subscriber" as set forth on the West order tarn
<br />("Order Form°) and West, a Thomson Reuters business ("West"), regarding Westlaw
<br />and/or CD-ROM Libraries, as follows:
<br />1. Westlaw and CD-ROM Libraries. Subscriber may subscribe to Westlaw, WesYs
<br />online legal research service, via certain packaged Westlaw Schedule A price plans, andlor
<br />CD-ROM libraries ("Libraries by submitting athen-current Order Form. All references
<br />herein to CD-ROM, CD-ROM Libraries or Libraries shall also include the DVD-ROM
<br />fomtaUmedia. All library subscriptions shall include access to Westlaw. Westlaw and CD-
<br />ROM Libraries are licensed to Subscriber subject to the terms and conditions of this
<br />Agreement, the Order Form, the applicable Schedule A or as otherwise agreed by the
<br />parties in writing. This Agreement supplements but does not supersede any Westlaw
<br />Subscriber Agreement in effect between Subscriber and West as of the effectve date of this
<br />Agreement ("Existing Westlaw Agreement").
<br />2. License.
<br />(a) Grant. Subscriber isgranted anon-exclusive, non-Vansferable, limited license to
<br />access Westlaw and the CD-ROM Library(ies) to which Subscriber subscribes. Such
<br />license includes the right to access data made available through Westlaw ("Westlaw Data°)
<br />and data contained in the CD-ROM Library(ies) ("CD-ROM Data," collectvely "Data" which
<br />includes "Downloaded Data" as defined below). Subscriber may use the Data intemally
<br />solely in the regular course of legal and other research and related work. Except as
<br />otherwise provided, the license indudes the right to download and temporarily store
<br />insubstantial porrions of Data ("Downloaded Data's to a storage device under Subscriber's
<br />exclusive control solely (i) to display intemally such Downloaded Data and (ii) to quote and
<br />excerpt such Downloaded Data (appropriately dted and credited) by electronic cutting and
<br />pasting or other means in memoranda, briefs and similar work product created by
<br />Subscriber in the regular course of its research and work. Subscriber may also create
<br />printouts of Data for intemal use and for distribution to third parties for purposes that are
<br />consistent with the terms and conditions of this Agreement rf such third parties agree not to
<br />further distribute the printouts.
<br />(b) Limitations. Subscriber may not copy, download, scrape, store, publish,
<br />transmit, retransmit, transfer, distribute, disseminate, broadcast, circulate, sell, resell or
<br />otherwise use the Data or any portion of the Data, in any form or by any means, except (i)
<br />as expressy permitted by this Agreement, (ii) with WesYs prior written permission, or (iii) 'rf
<br />not otherwise expressy prohibited by this Agreement or by the "Additional Terms° (as
<br />defined below), as allowed under the fair use provision of the Copyright Act (17 U.S.C.A. §
<br />107). Downloaded Data shall not be stored or used in an archival database or other
<br />searchable database except as expressly permitted by this Agreement or as quoted in
<br />Subscriber's work product. Subscriber shall not sell, license, sublicense or distribute Data
<br />(including printouts or Downloaded Data) to third parties or use Data as a component of or
<br />as a basis for any material offered for sale, license or distribution.
<br />(c) Westlaw. Westlaw consists of various West-owned and third partycontent,
<br />services, functions and remotely-accessed gateways (collectvely "Features"), which may
<br />change from time to tlme. Access to certain Features may be restricted. Certain Features
<br />are licensed subject to paragraphs 3, 6 and 7, which take precedence over the license
<br />granted in this paragraph, or additional terms ("Additional Terms"), which apply to certain
<br />third-parry Features and may be different from those set forth in this Agreement. Subscriber
<br />will be given an opportunity to review Additional Terms by receiving notice of such
<br />Additional Terms in writing or online. Additional Terms may be modified effective upon West
<br />giving Subscriber nonce (in writing or online) of the modification. By using Features
<br />governed by Additional Terms, Subscriber agrees to, and will be obligated to comply with,
<br />all such Additional Terms as well as the terms and conditions in this Agreement. All
<br />Additional Terms will be considered part of this Agreement. Subscriber may, on an
<br />occasional basis and via Westlaw funcrionaliry, direct West to transmit individual documents
<br />in electronic format to internal user(s) or transmit West-proprietary documents (i.e.
<br />documents not licensed by West from third-parties) to intemal user(s) or to a third party who
<br />is an individualrf such third party agrees not to further disseminate such documents.
<br />Subscriber acknowledges its responsibility in assuring compliance with the foregoing by any
<br />third party to whom Subscriber transmits documents pursuant to the preceding sentence.
<br />Direct transmission of electronic copies by Subscriber is prohibited, except as provided in
<br />the electronic brief terms of paragraph 3 herein.
<br />(d) CD-ROM Libraries. Each Library is licensed for use at a single Subscriber
<br />office location ("Site"). In addition, Subscriber's personnel who work at or are assigned to a
<br />licensed Site may access the Libraries by remote dial-in access to the Site or off-Site on
<br />stand-alone PCs. Each Library is licensed for use on stand-alone PCs or on a single local
<br />area network ("LAN") installed at a licensed Site that is electronically linked and capable of
<br />sharing the use of one or more CD-ROMs. The Order Form will indicate the number of
<br />concurent users authorized to access each Library licensed for use on a LAN. Each such
<br />Library will be licensed with a proprietary control file, which Subscriber may install only on
<br />the single LAN. Subscriber may transfer the CD-ROM Data contained in the Library to a
<br />single storage drive under Subscriber's exclusive control and to maintain such CD-ROM
<br />Data as a searchable CD-ROM Software (as defined herein) compatible database subject
<br />to the terms and conditions of this Agreement. Subscriber may also use, onty at the Site,
<br />West-proprietary Data available as part of a Library as set forth in paragraph 3. Access to
<br />2/1/10-1 SA
<br />WCStEaV1~
<br />Part of Thomson Reuters
<br />pata through wide area networks, multiple LANs, multiple sites or similar arrangements is strictly
<br />prohibited.
<br />(e) Rights in Data. Except for the license granted in this Agreement, all right, title and
<br />interest in the Data, in all languages, formats and media throughout the world, including all
<br />copyrights, are and will continue to be the exclusive property of West and other contributors
<br />(°Contributors"). The CD-ROM Data architecture, including the format, layout and data structures,
<br />are proprietary. Subscriber may not reverse engineer or otherwise attempt to discem such
<br />proprietary architecture. The CD-ROMs and West Software, as defined herein, are and will remain
<br />the exclusive property of West, its affiliates and software owners.
<br />3. West Proprietary Data. West grants anon-exclusive, non-transferable, limited license to
<br />individual users within Subscriber entities to store and use West-proprietary Downloaded Westlaw
<br />Data and CD-ROM Data (i.e., documents not licensed by West from third parties) in a searchable
<br />database maintained in connection with an ongoing project of the user ("Project Database'. Such
<br />database must consist preponderantly of users' work product with access limited to those intemal
<br />users actively working on the project. The West-proprietary Downloaded Data may be maintained
<br />in the Project Database so long as the project remains active or until any termination of this
<br />Agreement, whichever occurs first. Retention of pownloaded Data in a Project Database after the
<br />project ends, in an archival database as used as a research tool or in a database accessible to
<br />external users is prohibited. West further grants to Subscriber a limited, non-exclusive, non-
<br />transferable license to include West-proprietary Downloaded Data in briefs prepared for a specific
<br />cause of action for a specific court in an electronic format. Distribution or dissemination of such
<br />West-proprietary Downloaded Data in connection with or as part of a brief is limited to the krourt
<br />before which the cause of action is to be heard, the parties to the cause of acton, or their
<br />representatives. Any further distribution is prohibited without written permission of West. West-
<br />proprietary Downloaded polo included in such briefs must retain West copyright notices and
<br />indicate that use of, distribution and dissemination to the permitted parties is with the permission of
<br />West.
<br />4. West Software and Internet Based Services.
<br />(a) West Software. West may make available to Subscriber, on a subscription basis,
<br />software for use in connection with Westlaw ("Westlaw Software") or to access third party gateway
<br />services and certain Westlaw Features not available when accessing Westlaw with CD-ROM
<br />software ("CD-ROM Software" including, but not limited to PREMISE®, LawDesk and Folio® used
<br />to access the Libraries). Subscriber hereby subscribes to Westlaw Software and CD-ROM
<br />Software (collectively "West Software") and updates and accompanying documentation as
<br />indicated on the Order Form. West Software will be licensed under a license agreement, which will
<br />accompany the West Software. By using the West Software (including each update) and taking
<br />such other action as may be referenced in the license agreement as constituting acceptance,
<br />Subscriber agrees to be bound by the terms and conditions of the accompanying license
<br />agreement. If Subscriber does not so agree, Subscriber must return any tangible copies of the
<br />West Software in its possession or control.
<br />(b) Internet Based Services. Westlaw maybe accessed by Internet based services such
<br />as wesdaw.com and next.westlaw.com ("Internet Based Services"). West grants Subscriber anon-
<br />exdusive, non-transferable, limited license to use Internet Based Services (including all versions
<br />and updates). Subscriber may not reverse engineer, decompile, disassemble or otherwise attempt
<br />to discem the source code of the components of Internet Based Services, nor may Subscriber
<br />reproduce all or any portion of the components of Internet Based Services. Subscriber may use
<br />Westlaw Data cached in Subscriber's local disk drive soley in support of its use of Internet Based
<br />Services. Certain software used by Subscriber may not be capable of supporring Internet Based
<br />Services. The performance of Internet Based Services varies with the manufacturers' equipment
<br />with which it is used.
<br />5. Charges and Modification of Charges. Charges payable for access to Westlaw ("Westlaw
<br />Charges") will be as stated on the Order Forn and the applicable Schedule A or as otherwise
<br />agreed upon in writing by the parries. Westlaw Charges shall commence on the date Subscriber
<br />first accesses Westlaw or any Feature or as otherwise stated on the Schedule A or Order Form.
<br />Westlaw Charges may be modified upon at least 30 days prior notice to Subscriber in writing or
<br />online or pursuant to the terms stated on the Order Form (for the Monthly WestlawPRO Charges
<br />associated with the WestlawPRO products elected by Subscriber on the Order Form). The charges
<br />curentty payable by Subscriber for each Library are as set forth on the Order Form ("CD-ROM
<br />Charges"). CD-ROM Charges also include, without limitation, charges for Library additions and
<br />Features introduced after the effective date of this Agreement. CD-ROM Charges will be
<br />determined by West and may be modified at any time without notice. Modification of any charges
<br />shall not be considered as an amendment to this Agreement that permits termination of this
<br />Agreement pursuant to paragraph 11 herein. All charges are exclusive of sales, use, value added
<br />tax (VAT) or equivalent, ad valorem, personal property and other taxes, which are the responsibility
<br />of Subscriber. Subscriber will pay all invoices in full within 30 days from date of invoice. If full
<br />payment is not made, Subscriber may be charged up to the maximum legal interest on the unpaid
<br />balance.
<br />6. Usage Restrictions and Information Protection.
<br />(a) Use of Westlaw Data. Subscriber shall not use any Data and shall not distribute any
<br />Data to a third party for use in a manner contrary to or in violation of any applicable federal, state,
<br />or local law, rule or regulation. West is not a consumer reporting agency, and Subscriber cert~es
<br />that it will not use any Data as a factor in establishing a consumer's eligibility for credit or insurance
<br />to be used primarily for personal, family, or household purposes, for employment purposes or for
<br />any other purpose authorized under section 1681b of the Fair Credit Reporring Act (15 U.S.C.A. §
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