|
1681 b). Subscriber acknowledges that access to certain Data available on Westlaw,
<br />including but not limited to credit header Data, motor vehicle Data, driver license Data, and
<br />voter registration Data is regulated by state or federal laws, such as the Gramm Leach
<br />Bliley Act ("GLBA"), the Drivers Privacy Protection Act ("DPPA~, ar other state or federal
<br />laws and regulatons, or is subject to Contributor restrictions. Subscriber agrees not to
<br />access such Data for any purpose that is not allowed by the GLBA, by the DPPA, by any
<br />other applicable state or federal laws or regulations, or that is contrary to Contributor
<br />restrictions. West retains the right to temporarily or permanently block access to certain
<br />Data if West, in its sole discretion, believes that the pata may be used for an'improper
<br />purpose or otherwise in violation of the terms of this Agreement, or that the terms'of West's
<br />Contributor agreements requires West to block such access. By accessing Data,
<br />Subscriber acknowledges that from time to time, West and its Contributors and/or various
<br />government entities may require Subscriber to identify a permissible use and may inquire
<br />as to Subscriber's compliance with applicable laws or this Agreement. Subscriber agrees to
<br />cooperate with any inquiry, subject to any attorney-client confidentiality. Subscriber shall
<br />report to West any misuse, abuse, or compromise of Data of which Subscriber becomes
<br />aware.
<br />(b) Protection of Personal Information. West and Subscriber acknowledge that
<br />both parties may be required to comply with various privacy and security requirements,
<br />including but not limited to those set forth in paragraph 4.a. above, the European Union
<br />Directive on Data Protection (95/46) and all other applicable legal directives and applicable
<br />industry standards (collectivey "Privacy Laws' pursuant to which each party wishes to
<br />obtain certain undertakings from the other with regard to the use and protection for the
<br />Personal Information of either party. For puryoses of this Agreement, "Personal
<br />Information" shall refer to, without limitation, the following types of information: name,
<br />address, a-mail address, age, date of birth, telephone number, fax, social security number
<br />or equivalent or similar government identification numbers, crediUdebit card information,
<br />bank account information, logins, passwords, or medical or health records of an identifiable
<br />human being. Each party shall be responsible for any collection, access, use and
<br />disclosure of Personal Information subject to this Agreement. Without limiting the
<br />foregoing, each party shall employ appropriate administrative, physical, and technical
<br />safeguards in order to sufficiently protect the Personal Information and any information
<br />assets and resources in question. Each party shall promptly notify the other of any event
<br />that may result in the unauthorized collection, access, use, or disclosure of Personal
<br />Information subject to this Agreement ("Information Protection Incident"). The parties shall
<br />make reasonable efforts to assist one another in relation to the investigation and remedy of
<br />any such Information Protection Incident and any claim, allegation, action, suit, proceeding,
<br />or litigation with respect to the unauthorized access, use, or disclosure of Personal
<br />Information. Furthermore, any access to or use of Personal Information must be in
<br />accordance with all applicable law. No individual shall access records thak!require a
<br />permissible purpose unless such a purpose exists for such individual. For purposes of its
<br />obligations hereunder, any acts or omissions by the personnel of each party shall also be
<br />deemed to be the acts or omissions of West and/or Subscriber, respectively.
<br />7. West Legal Directory'"". Subscriber may use Westlaw Data and CD-ROM Data
<br />contained in West Legal Directory ("WLD") internally in the regular course of Subscriber's
<br />business. Subscriber may also create printouts of insubstantial portions of Data consisting
<br />of individual WLD listings or selected names and addresses for its own use. Use of WLD to
<br />create mailing or marketing lists for commercial purposes or for distribution to third parties is
<br />prohibited.
<br />8. Responsibility for Certain Matters. Subscriber shall provide to West the office
<br />location and address associated with Subscriber's Westlaw passwords issued under this
<br />Agreement. Subscriber's personnel may also access Westlaw via home computers,
<br />laptops or other wireless devices.. Subscriber is responsible for notifying West in wri8ng of
<br />persons to whom Westlaw passwords are to be issued or from whom passwords are to be
<br />revoked. Subscriber is solely responsible for maintaining security of Westlaw passwords.
<br />Subscriber is also responsible for all access to and use of Libraries, CD-ROM Data, CD-
<br />ROM Software, Westlaw, Westlaw Data, West Software and Internet Based Services
<br />(collectively the "Deliverables") by Subscriber's personnel or Westlaw passwords, whether
<br />or not Subscriber has knowledge of or authorizes such access and use. Sharing of
<br />Westlaw passwords that have been issued to individual users of Subscriber is strictty
<br />prohibited.
<br />9. Disclaimer of Warranties and Limitation of Liability. EXCEPT AS SPECIFICALLY
<br />PROVIDED HEREIN, THE DELIVERABLES ARE PROVIDED "AS IS," WITHOUT
<br />WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
<br />T0, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS,
<br />CURRENTNESS AND DELAYS. SUBSCRIBER'S EXCLUSIVE REMEDY AND WEST'S
<br />ANDIOR CONTRIBUTORS' ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR
<br />ANY CLAIM(S) FOR DAMAGES RELATING TO THE DELIVERABLES WHICH ARE MADE
<br />AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT OR
<br />NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF CHARGES
<br />PAID BY SUBSCRIBER RELATIVE TO THE LIBRARY, WESTLAW FEATURE OR THE
<br />WEST SOFTWARE, AS APPLICABLE, WHICH IS THE BASIS OF THE CLAIM(S)' DURING
<br />THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN
<br />NO EVENT SHALL WEST OR CONTRIBUTORS BE LIABLE TO SUBSCRIBER FOR ANY
<br />CLAIM(S) RELATING IN ANY WAY TO (i) SUBSCRIBER'S INABILITY OR FAILURE TO
<br />PERFORM LEGAL OR OTHER RESEARCH OR RELATED WORK OR TO PERFORM
<br />SUCH LEGAL OR OTHER RESEARCH OR WORK PROPERLY OR COMPLETELY,
<br />EVEN IF ASSISTED BY WEST, OR ITS CONTRIBUTORS, OR ANY DECISION MADE OR
<br />ACTION TAKEN BY SUBSCRIBER IN RELIANCE UPON WESTLAW DATA AND CD-ROM DATA;
<br />(ii) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT
<br />OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER'S RIGHTS
<br />HEREUNDER OR USE OF, OR INABILITY TO USE, THE DELIVERABLES, EVEN IF WEST OR
<br />CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (iii)
<br />THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING OR
<br />DELIVERING WESTLAW DATA AND CD-ROM DATA. FURTHER, WEST SHALL HAVE NO
<br />LIABILITY WHATSOEVER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY THIRD PARTY
<br />FEATURE. NEITHER WEST NOR CONTRIBUTORS MAKE ANY WARRANTY THAT ACCESS
<br />TO WESTLAW WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE. NOR
<br />DOES WEST MAKE ANY WARRANTY AS TO THE LIFE OF ANY URL OR THIRD PARTY WEB
<br />SERVICE. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF INTERNET BASED
<br />SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS,
<br />INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF WESTLAW DATA
<br />OR DAMAGE TO MEDIA.
<br />10. Limitation of Claims. Except for claims relating to Westlaw Charges or CD-ROM Charges,
<br />or improper use of the Deliverables, no claim, regardless of form, which in any way arises out of
<br />this Agreement may be made, nor action based upon such claim brought under this Agreement
<br />more than one year after the basis for the claim becomes known to the party desiring to assert it.
<br />11. Effect of Agreement. This Agreement (which includes all applicable Order Forms, any
<br />Existing Westlaw Agreement, current and future Schedules and Additional Terms, license
<br />agreements and the like) embodies the entire understanding between the parties with respell to
<br />the subject matter of this Agreement and except as otherwise provided herein supersedes any and
<br />all prior understandings and agreements, oral or written, relating to the subject matter. Except as
<br />otherwise provided in this Agreement, West may amend the terms and conditions of this
<br />Agreement by giving Subscriber at least 30 days prior written notice. Any other amendment must
<br />be in writing and signed by both parties.
<br />12. Term and Termination. This Agreement and each Order Form may not be terminated prior
<br />to a Minimum Term of one year after the date West processes this Agreement and that Order
<br />Form. In the event Subscriber requests a Minimum Term in excess of one year as set forth in the
<br />Order Form, this Agreement may not be terminated prior to the expiration of such NSnimum Tenn.
<br />Upon expiration of the Minimum Term or any Renewal Term set forth in the Order Fonn, either
<br />party may terminate this Agreement by providing the other party 30 days prior written notice of
<br />such termination. Notwithstanding the foregoing, (i) West may terminate a Library subscription
<br />upon 30 days prior written notice if such Library is no longer commercialty available; (ii) Subscriber
<br />may terminate this Agreement immediatey by giving written no8ce of termination after receiving
<br />notice of any amendment (as permitted under paragraphs 2(c) and 11), which contains new terms
<br />that materially alter the terms of this Agreement and are unacceptable to Subscriber; (iii) West may
<br />terminate this Agreement immediately upon giving written notice of termination to Subscriber 'rf
<br />Subscriber commits a material breach of any obligation to West under any other agreement
<br />between the parties; (iv) West may terminate this Agreement immediately upon giving written
<br />notice of termination to Subscriber if West reasonably believes that Subscriber's use of Data
<br />violates any applicable law or regulation, this Agreement or may result in a risk to public safety,
<br />including but not limited to the safety of private individuals; and (v) either party may terminate this
<br />Agreement immediately upon giving written notice of termination to the other party ff the other party
<br />commits a material breach of this Agreement. Upon termination of any Library subscription by
<br />either party, Subscriber shall immediately destroy the terminated Library(ies) and destroy all CD-
<br />ROM Data maintained on a permanent storage drive. Upon any termination of this Agreement, the
<br />West Software licenses shall also terminate.
<br />13. Force Majeure. West's performance under this Agreement is subject to interruption and
<br />delay due to causes beyond its reasonable control, such as acts of God, acts of any government,
<br />war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure,
<br />industrial or labor dispute, inability to obtain necessary supplies and the like.
<br />14. Notices. Except as otherwise provided in this Agreement, all notices must be given in
<br />writing to West at 610 Oppertnan Drive, P.O. Box 64833, St. Paul, Minnesota 551640833,
<br />Attention: Customer Service, and to Subscriber at the address on the Order Form.
<br />15. General Provisions. This Agreement will be governed by and construed under the law of
<br />the state of Minnesota, U.S.A. without regard to conflicts of law provisions. The parties agree that
<br />the state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim
<br />arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts.
<br />Neither this Agreement nor any part or portion hereof may be assigned, sublicensed or otherwise
<br />transferred by Subscriber without West's prior written consent. Should any provision of this
<br />Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and
<br />enforceability of the other provisions will not be affected. Failure of either party to enforce any
<br />provision of this. Agreement will not constitute or be construed as a waiver of such provision or of
<br />the right to enforce such provision. The headings and captions contained in this Agreement are
<br />inserted for convenience only and do not constitute a part hereof. West, as used herein, applies to
<br />West Publishing Corporation, Thomson Reuters Applications Inc., West Services Inc., Thomson
<br />Reuters (Legal) Inc., and their affiliates.
<br />16. Ideas and Concepts. Any and all title, ownership rights, and intellectual property rights
<br />concerning any ideas, concepts, suggestions, materials and the like that Subscriber provides to
<br />West regarding Westlaw, Internet Based Services or Westlaw Software or Libraries shall become
<br />the exclusive property of West and may be used for its business purposes in its sole discretion
<br />without any payment, accounting, remuneration or attribution to Subscriber.
<br />2/1/10-1 SAMlnet 41.dot
<br />
|