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HomeMy WebLinkAboutC-5100 - West LegalEdcenter Subscriber Agreement [Thomson Reuters Contract (Westlaw)]"; THOMSON REUTERS • Order Form Order ID: Q-00992311 Contact your representative duke.kang@thomsonreuters.com with any questions. Thank you. Account Address Account #: 1000802969 NEWPORT BEACH CITY ATTORNEY PO BOX 1768 100 CIVIC CENTER DR NEWPORT BEACH CA 92660-3267 US Shipping Address Account #: 1000802969 NEWPORT BEACH CITY ATTORNEY PO Box 1768 100 CIVIC CENTER DR NEWPORT BEACH CA 92660-3267 US Billing Address Account#: 1000802969 NEWPORT BEACH CITY ATTORNEY PO Box 1768 100 CIVIC CENTER DR NEWPORT BEACH, CA 92660-3267 US This Order Form is a legal document between West Publishing Corporation and Subscriber. West Publishing Corporation also means "West", "we" or "our" and Subscriber means "you", or "I". Subscription terms, if any, follow the ordering grids below. ProFlex Products See Attachment for details Service Material Product Monthly Charges Minimum Term (Months) Year Over Year Increase During Minimum Term -10757182 WESTPROFLEX $1,071.70 24 4% Minimum Terms:, __. Online/ Practice Solution/Software/ProFlex Products : Monthly Charges begin on the date we process your order and will be prorated for the number of days remaining in that calendar month, if any. Your Monthly Charges will continue for the number of complete calendar months listed in the Minimum Term column above. The percent increases for multi -year orders appear in the Term Increases column above. Subscriber ("you" or "I") is also responsible for all Excluded Charges. Excluded Charges are for accessing Westlaw data or a Practice Solutions service that is not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. For Window Products: Monthly Charges begin on the date we process your order and will continue for the number of complete calendar months in the Minimum Term column above. The percent increases for multi -year orders appear in the Term Increases column above. Monthly Charges are due regardless of the level of your usage. Transactional usage charges that exceed the Monthly Charges are waived up to the Monthly Window amount stated above. In addition to the Monthly Charges you are responsible for transactional usage charges in excess of the Monthly Window. Transactional charges are calculated based upon our then -current Schedule A rates. You are also responsible for all Excluded Charges. Excluded Charges are charges for accessing a service that is not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. To apply Window charges to a specific month, the request must be submitted at least five (5) business days prior to the end of the month. Post Minimum Terms For Onlinc/Practice Solutions/Software /ProFlex Products: At the end of the Minimum Tcrm your Monthly Charges will increase by 7%. Thereafter, the Monthly Charges will increase every 12 months unless we notify you of a different rate at least 90 days before the annual increase. You are also responsible for all Excluded Charges. Excluded Charges may change after at least 30 days written or online notice. Either of us may cancel the Post -Minimum Term subscription by sending at least 60 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan, MN 55123-1803. Automatic Renewal Tcrm for Window Products. At the end of the Minimum Term your Monthly Charges will be billed at up to our then - current rate. Thereafter, we may modify the Monthly Charges if we notify you of a different rate with at least 90 days notice. The Monthly Window will remain unchanged. You are also responsible for all Excluded Charges. Excluded Charges may change after 30 days written or online notice. Either of us may cancel the Post -Minimum Term subscription by sending at least 60 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. To apply Window charges to a specific month, the request must be submitted at least five (5) business days prior to the end of the month. Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a multi -year Minimum Term, those additional months will be implemented at your option pursuant to federal law. Charges, Payments & Taxes. You agree to pay all charges in full within 30 days of the date of invoice. You are responsible for any applicable sales, use, value added tax (VAT), etc. unless you are tax exempt. If you are a non -government subscriber and fail to pay your invoiced charges, you are responsible for collection costs including attomeys' fees. eBilling Contact. All invoices for this account will be emailed to your e-Billing Contact(s) unless you have notified us that you would like to be exempt from e-Billing. Page 1 of3 Credit Verification. If you are applying for credit as an individual, we may request a consumer credit report to determine your creditworthiness. If we obtain a consumer credit report, you may request the name, address and telephone number of the agency that supplied the credit report. If you are applying for credit on behalf of a business, we may request a current business financial statement from you to consider your request. Returns and Refunds. You may return a print product to us within 45 days of the original shipment date if you are not completely satisfied. Assured Print Pricing, Library Savings Plan, West Complete, Library Maintenance Agreements, ePack, WestPack, Westlaw, CLEAR, Monitor Suite, ProView eBook, Software, West LegalEdcenter, Practice Solutions, TREWS, Peer Monitor and Data Privacy Advisor charges are not refundable. Please see htto://static.legalsolutions.thomsonreuters.com/static/returns-refunds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. Applicable Law. If you are a state or local governmental entity, your state's law will apply and any claim may be brought in the state or federal courts located in your state. This Order Form will be interpreted under Minnesota state law and any claim by one of us may be brought in the state or federal courts in Minnesota. If you are a United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. Banded Product Subscriptions You certify the total number of attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full -time -equivalent students is indicated in the applicable Quantity column. Our pricing for banded products is made in reliance upon your certification. If we learn that the actual number is greater or increases at any time during the Term, we reserve the right to increase your charges as applicable Excluded Charges. If you access services that are not included in your subscription you will be charged our then -current rate ("Excluded Charges"). Excluded Charges will be invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located at the links below. Excluded Charges may change after at least 30 days written or online notice. http://static.legalsolutions.thomsonreuters.com/staticlagreement/il an-2-pro-eovt-aeencies.pdf httpsa//static.legalsolutions. thomsonreuters. com/static/agreement/schedule-a-concourse-firm-central-caseloeistix.ndf Renewal Order Governing Agreement. Access to any new or renewal products set forth in this Order Form is governed by the same terms and conditions as your previous order form that contained the product(s) you are renewing Thomson Reuters General Terms and Conditions, apply to all products ordered, except print and is located at httpsa/static,leaalsolutions.thomsonreuters.com/static/ThomsonReuters-General-Terms-Conditions.odf. In the event that there is a conflict of terms between the General Terms and Conditions and this Order Form, the terms of this Order Form control. This Order Form is subject to our approval. Thomson Reuters General Terms and Conditions for Federal Subscribers is located at httpsa/static.legalsolutions.thomsonreuters.com/static/Federal-ThomsonReuters-General-Terms-Conditions.pdf In the event that there is a conflict of terms between the General Terms and Conditions and this Order Form, the terms of this Order Form control. This Order Form is subject to our approval. Product Specific Terms. The following products have specific terms which arc incorporated by reference and made part of this Order Form if they apply to your order. They can be found at https:l/static.Ieealsolutions.thomsonreuters.com/staticfThomsonReuters-General-Terms- Conditions-PST,pdf. If the product is not part of your order, the product specific terms do not apply. if there is a conflict between product specific terms and the Order Form, the product specific terms control. ' Campus Research *Contract Express AUTHORIZED W�ES��//T R/E'PJ E�ENTATIVE •Hosted Practice Solutions �1-c4A-&d_ W Y / krtd- J i • ProView eBooks Signature: � • Time and Billing •West km Software Printed Name: _ Chuck Holmsten •West LegalEdcenter Title: Senior SCM Consultant •westlaw Date: 6/17/2021 •Westlaw Doc & Form Builder •Westlaw Paralegal •Westlaw Patron Access •Westlaw Public Records Additional Order Form Terms and Conditions Government Non Availability of Funds for Online, Practice Solutions or Software Products You may cancel a product or service with at least 60 days written notice if you do not receive sufficient appropriation of funds. Your notice must include an official document,(e.g., executive order, an officially printed budget or other official government communication) certifying the non -availability of funds. You will be invoiced for all charges incurred up to the effective date of the cancellation. Acknowledt;eme : Order ID: 0-00992311 IP Signatuf of Authorized Representative for order 'Title �r6r c. (7 I af 2_6 Z Printed Name Date © 2020 West, a Thomson Reuters business. All rights reserved. This Order Form will expire and will not be accepted after 2/21/2021. Page 2 of3 g THOMSON REUTERS Attachment Order ID: Q-00992311 Contact your representative duke.kang@thomsonreuters.com with any questions. Thank you. Payment Method: Payment Method: Bill to Account Account Number: 1000802969 Shipping Information: Shipping Method: Ground Shipping - U.S. Only Payment, Shipping, and Contact Information Order Confirmation Contact (#28) Contact Name: Nichols, Heather Email: hnichols@newportbeachca.gov eBilling Contact Contact Name Heather Nichols Email hnichols@newportbeachca.gov ProFlex Multiple Location Details kccount Number Account Name Account Address action 1000802969 NEWPORT BEACH CITY ATTORNEY 100 CIVIC CENTER DR NEWPORT BEACH CA 92660-3267 US New ProFlex Product Details Quantity Unit Service Material # Description 5 Attorneys 42510228 Gvt - Westlaw EdgeTM National Primary 5 Attorneys 42077868 Gvt - State Analytical 5 Attorneys 41988413 Gvt - West LegalEdcenter For Government (Westlaw PROTM) 5 Attorne s y 41935298 Gvt PeopleMap Premier And Company Investigator For Government (Westlaw PROTM) Account Contacts Account Contact First Name Account Contact Last Name Account Contact Email Address Account Contact Customer Type Description Heather Nichols hnichols@newportbeachca.gov EML PSWD CONTACT Sub Material 40757481 West Proflex Lapsed Products Active Subscription to be Lapsed Page 3 of3 THOMSON REUTERS Addendum to Order Form Order ID: Q-00992311 Subscriber: NEWPORT BEACH CITY ATTORNEY Account #: 1000802969 The West Order Form, the underlying General Terms and Conditions, and applicable Schedule A (collectively the "Agreement"), between you and West is amended to incorporate the terms of this Addendum. As amended, the Agreement will remain in full force and effect according to its terms and conditions. All terms used in this Addendum will have the meanings given to them in the Agreement. This Addendum supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. If there is a conflict between the terms and conditions of the Agreement and the terms and conditions of this Addendum, the terms and conditions of this Addendum will control. Modification to Order Form. The Applicable Law provision is amended to state the following: Applicable Law: If you are a state or local government entity, your state's law will apply and any claim may be brought in the state or federal courts located in your state. All other terms and conditions of the Order Form will remain unchanged. Please have this document signed by your authorized representative and returned to us along with the signed Order Form. West Publishing Corporation Subscriber c ? z-,t&,— W yi4 Ekn.a iv Signed Accepted By Chuck Holmsten Name (please print) Title Senior SCM Consultant Title C 4- \{ 4 - &-- ✓ It.- c n Date 6/17/2021 Date �12.(2021 Order Form Order I D: Q-00463431 `'; THOMSON REUTERS Contact your representative duke.kang@thomsonreuters.com with any questions. Thank you. Account Address Account#: 1000802969 NEWPORT BEACH CITY ATTORNEY PO BOX 1768 100 CIVIC CENTER DR NEWPORT BEACH CA 92660-3267 US Shipping Address Account #: 1000802969 NEWPORT BEACH CITY ATTORNEY PO Box 1768 100 CIVIC CENTER DR NEWPORT BEACH CA 92660-3267 US Billing Address Account#: 1000802969 NEWPORT BEACH CITY ATTORNEY PO Box 1768 100 CIVIC CENTER DR NEWPORT BEACH, CA 92660-3267 US This Order Form is a legal document between West Publishing Corporation and Subscriber. West Publishing Corporation also means "West", "we" or "our" and Subscriber means " ou", or "I". Subscri tion terms, i 1' any, follow the ordering grids below. ProFlex Products See Attachment for details Service Material Product Monthly Charges Minimum Term (Months) Year Over Year Increase During Minimum Term 40757482 WEST PROFLEX S 1,705.00 24 4% IMMINE___Minimum Terms - Online/ Practice Solution/Software/ProFlcx Products : Monthly Charges begin on the date we process your order and will be prorated for the number of days remaining in that calendar month, if any. Your Monthly Charges will continue for the number of complete calendar months listed in the Minimum Term column above. The percent increases for multi -year orders appear in the Term Increases column above. Subscriber ("you" or "I") is also responsible for all Excluded Charges. Excluded Charges are for accessing Westlaw data or a Practice Solutions service that is not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. For Window Products: Monthly Charges begin on the date we process your order and will continue for the number of complete calendar months in the Minimum Term column above. The percent increases for multi -year orders appear in the Term Increases column above. Monthly Charges are due regardless of the level of your usage. Transactional usage charges that exceed the Monthly Charges are waived up to the Monthly Window amount stated above. In addition to the Monthly Charges you are responsible for transactional usage charges in excess of the Monthly Window. Transactional charges are calculated based upon our then -current Schedule A rates. You are also responsible for all Excluded Charges. Excluded Charges are charges for accessing a service that is not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. To apply Window charees to a specific month, the request must be submitted at least five (5) business days prior to the end oldie month. Post Minimum Terms For Online/Practice Solutions/Software /ProFlex Products: At the end of the Minimum Term your Monthly Charges will increase by 7%. Thereafter, the Monthly Charges will increase every 12 months unless we notify you of a different rate at least 90 days before the annual increase. You are also responsible for all Excluded Charges. Excluded Charges may change after at least 30 days written or online notice. Either of us may cancel the Post -Minimum Term subscription by sending at least 60 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan, MN 55123-1803. Automatic Renewal Term for Window Products. At the end of the Minimum Term your Monthly Charges will be billed at up to our then - current rate. Thereafter, we may modify the Monthly Charges if we notify you of a different rate with at least 90 days notice. The Monthly Window will remain unchanged. You are also responsible for all Excluded Charges. Excluded Charges may change after 30 days written or online notice. Either of us may cancel the Post -Minimum Term subscription by sending at least 60 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. To apply Window charges to a specific month, the request must be submitted at least five (5) business days prior to the end of the month. Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a multi -year Minimum Term, those additional months will be implemented at your option pursuant to federal law. Charges, Payments & Taxes. You agree to pay all charges in full within 30 days of the date of invoice. You are responsible for any applicable sales, use, value added tax (VAT), etc. unless you are tax exempt. If you are a non -government subscriber and fail to pay your invoiced charges, you are responsible for collection costs including attorneys' fees. Settling a Disputed Balance. Payments marked 'paid in full", or with any other restrictive language will not operate as an accord and satisfaction without our prior written approval. We reserve our right to collect any remaining amount due to us on your account. Partial payments intended to settle an outstanding balance in full must be sent to: Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan, MN Page 1 of3 ; THOMSON REUTERS Attachment Order ID: Q-00463431 Contact your representative duke.kang@thomsonreuters.com with any questions. Thank you. Payment, Shipping, and Contact Information Payment Method: Payment Method: Bill to Account Account Number: 1000802969 Shipping Information: Shipping Method: Ground Shipping - U.S. Only Order Confirmation Contact (#28) Contact Name: Suzy Missirlian Email: smissirlian@newportbeachca.gov ProFlex Multiple Location Details Account Number Account Name Account Address Action 1000802969 NEWPORT BEACH CITY ATTORNEY 100 CIVIC CENTER DR NEWPORT BEACH CA 92660-3267 US New ProFlex Product Details Quantity Unit Service Material # Description 5 Attome s y 41935298 Gvt PeopleMap Premier And Company Investigator For Government (Westlaw PROTM) 5 Attorneys 42510228 Gvt - Westlaw EdgeTM National Primary 5 Attorneys 41988413 Gvt - West LegalEdcenter For Government (Westlaw PROTM) 5 Attorneys 42077868 Gvt - State Analytical Account Contacts Account Contact First Name Account Contact Last Name Account Contact Email Address Account Contact Customer Type Description Suzy Missirlian smissirlian@newportbeachca.gov EML PSWD CONTACT Page 3 of3 55123-1803, along with a written explanation of the disagreement or dispute. This address is different from the address you use to make account payments. Credit Verification. If you are applying for credit as an individual, we may request a consumer credit report to determine your creditworthiness. If we obtain a consumer credit report, you may request the name, address and telephone number of the agency that supplied the credit report. If you are applying for credit on behalf of a business, we may request a current business financial statement from you to consider your request. Auto Charge Credit Card/Electronic Funds Transfer Election Payment Terms. You may authorize us to automatically charge a credit card, debit card or electronic fund transfer to pay charges due. Contact Customer Service at 1-800-328-4880 for authorization procedures. If you have previously authorized us to bill a credit card, debit card or make electronic fund transfers for West subscriptions on an ongoing basis, or authorizing the same as part of this order, no further action is needed. Returns and Refunds. You may return a print product to us within 45 days of the original shipment date if you are not completely satisfied. Assured Print Pricing, Library Savings Plan, West Complete, Library Maintenance Agreements, ePack, WestPack, Westlaw, CLEAR, Monitor Suite, ProView eBook, Software, West LegalEdcenter, Practice Solutions, TREWS, Peer Monitor, and Data Privacy Advisor charges are not refundable. Please see http://static.legalsolutions.thomsonreuters.com/staticlretums-refunds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. Applicable Law. If you are a state or local governmental entity, your state's law will apply and any claim may be brought in the state or federal courts located in your state. If you are a non -government entity, this Order Form will be interpreted under Minnesota state law. Any claim by one of us may be brought in the state or federal courts in Minnesota. If you are a United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. Excluded Charges. If you access services that are not included in your subscription you will be charged our then -current rate ("Excluded Charges"). Excluded Charges will be invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located at the links below. Excluded Charges may change after at least 30 days written or online notice. http: //static. legalsolutions. thomsonreuters. corn/static/agreement/al an-2-pro-govt-agencies. pd f https//static.) egalsolutions. thomsonreuters.com/static/agreement/schedule-a-concourse-case-notebook-hosted.pdf Thomson Reuters General Terms and Conditions, apply to all products ordered, except print and is located at https://static.lenalsol utions.thomsonreuters.com/stati c/I'homsonReuters-General-Terms-Con ditions.odf. The Thomson Reuters General Terms and Conditions for Federal Subscribers is located at https://static.legalsolutions.thomsonreuters.corn/static/Federal-ThomsonReuters-General-Terms-Conditions.ndf. In the event that there is a conflict of terms between the General Terms and Conditions and this Order Form, the terms of this Order Form control. This Order Form is subject to our approval. Banded Product Subscriptions You certify the total number of attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full -time -equivalent students is indicated in the applicable Quantity column. Our pricing for banded products is made in reliance upon your certification. If we learn that the actual number is greater, we reserve the right to increase your charges as applicable Product Specific Terms. The following products have specific terms which are incorporated by reference and made part of this Order Form if they apply to your order. They can be found at https://static.legalsolutions.thomsonreuters.corn/staticlI'homsonReutcrs-General-Terms- Conditions-PST.pdf If the product is not part of your order, the product specific terms do not apply. If there is a conflict between product specific terms and the Order Form, the product specific terms control. •Campus Research •Contract Express •Hosted Practice Solutions •ProView eBooks •Time and Billing •West km Software •West LegalEdcenter •Westlaw •Westlaw Doc & Form Builder •Westlaw Paralegal • Westlaw Patron Access • Westlaw Public Records Acknowledeemknt: Order ID: 0-0046 C Signature of'Authorized Representative for order l itIi Printed Name Date © 2019 West, a Thomson Reuters business. All rights reserved. This Order Form will expire and will not be accepted after 6/18/2019. Page 2 of3 THPO i REUT Order Form Order ID: Q-00023844 Contact your representative shermin.islam@thomsonreuters.com with any questions. Thank you. Account Address Account#: 1000802969 NEWPORT BEACH CITY ATTORNEY 100 CIVIC CENTER DRIVE NEWPORT BEACH CA, 92658 US Shipping Address Account #: 1000802969 NEWPORT BEACH CITY ATTORNEY 100 CIVIC CENTER DRIVE NEWPORT BEACH CA, 92658 US Billing Address Account #: 1000802969 NEWPORT BEACH CITY ATTORNEY 100 CIVIC CENTER DRIVE NEWPORT BEACH CA, 92658 US This Order Form is a legal document between West Publishing Corporation and Subscriber. West Publishing Corporation also means "West", "we" or "our" and Subscriber means "you", or "P". Subscription terms, if any, follow the ordering grids below. Online / Practice otutions / Software Products ProFlex Products See Attachment for details Service Material Product Quantity Monthly Charges Minimum Term (Months) Year Over Year Increase During Minimum Term 40757482 WEST PROFLEX 1 $1,488.00 24 6% Minimum Terms Online/ Practice Solution/Software/ProFlex Products : Monthly Charges begin on the date we process your order and continue for the number of complete calendar months listed in the Minimum Term column above. The percent increases for multi -year orders appear in the Term Increases column above For Window Products: Monthly Charges begin on the date we process your order and will continue for the number of complete calendar months in the Minimum Term column above. The percent increases for multi -year orders appear in the Term Increases column above. Monthly Charges are due regardless of the level of your usage. Transactional usage charges that exceed the Monthly Charges are waived up to the Monthly Window amount stated above. In addition to the Monthly Charges you are responsible for transactional usage charges in excess of the Monthly Window. Transactional charges are calculated based upon our then -current Schedule A rates. You are also responsible for all Excluded Charges. Excluded Charges are charges for accessing a service that is not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. To apply Window charges to a specific month, the request must be submitted at least five (5) business days prior to the end of the month. Post Minimum Terms For NON-ProFlex Online/Practice Solutions/Software Products: Your subscription will change to a month -to -month status at the end of the Minimum Term, and your Monthly Charges will be billed at up to our then -current retail rate. Thereafter, we may modify the Monthly Charges after at least 30 days notice. You are also responsible for all Excluded Charges. Excluded Charges may change after at least 30 days written or online notice. Either of us may cancel the month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803 Post Minimum Term ProFlex Products: Your subscription will change to a month -to -month status at the end of the Minimum Term, and your Monthly Charges will increase by 7%. Thereafter, the Monthly Charges will increase 7% every 12 months unless we notify you of a different rate at least 60 days before the annual increase. You are also responsible for all Excluded Charges. Excluded Charges may change after at least 30 days written or online notice. Either of us may cancel the month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan, MN 55123-1803. Automatic Renewal Term for Window Products. Your subscription will change to a month -to -month status at the end of the Minimum Term and your Monthly Charges will be billed at up to our then -current rate. Thereafter, we may modify the Monthly Charges after at least 30 days notice. The Monthly Window will remain unchanged. Monthly Charges are due regardless of the level of your usage. Transactional usage charges that exceed the Monthly Charges are waived up to the Monthly Window. In addition to the Monthly Charges, you are responsible for transactional usage charges in excess of the Monthly Window. Transaction charges are calculated based upon our then -current Schedule A rate. You are also responsible for all Excluded Charges. Excluded Charges may change after 30 days written or online notice. Either of us may cancel the month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. To apply Window charges to a specific month, the request must be submitted at least five (5) business days prior to the end of the month. Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a multi -year Minimum Term, those additional months will be implemented at your option pursuant to federal law. iscellaneous Charges, Payments & Taxes. You agree to pay all charges in full within 30 days of the date of invoice. You are responsible for any applicable sales, use, value added tax (VAT), etc. unless you are tax exempt. If you are a non -government subscriber and fail to pay your invoiced charges, you are responsible for collection costs including attorneys' fees. Credit Verification. If you are applying for credit as an individual, we may request a consumer credit report to determine your creditworthiness. If we obtain a consumer credit report, you may request the name, address and telephone number of the agency that supplied the credit report. If you are applying for credit on behalf of a business, we may request a current business financial statement from you to consider your request. Auto Charge Credit Card/Electronic Funds Transfer Election Payment Terms. You may authorize us to automatically charge a credit card, debit card or electronic fund transfer to pay charges due. Contact Customer Service at 1-800-328-4880 for authorization procedures. If you have previously authorized us to bill a credit card, debit card or make electronic fund transfers for West subscriptions on an ongoing basis, or authorizing the same as part of this order, no further action is needed. Returns and Refunds. You may return a print product to us within 45 days of the original shipment date if you are not completely satisfied. Assured Print Pricing, Library Savings Plan, West Complete, Library Maintenance Agreements, ePack, WestPack, Westlaw, CLEAR, Monitor Suite, ProView eBook, Software, West LegalEdcenter, Practice Solutions, TREWS and Serengeti charges are not refundable. Please see http://static.legalsolutions.thomsonreuters.com/static/retums-refunds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. Applicable Law. This Order Form will be interpreted under Minnesota state law. Any claim by one of us may be brought in the state or federal courts in Minnesota. If you are a state or local governmental entity, your state's law will apply and any claim may be brought in the state or federal courts located in your state. If you are a United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. Excluded Charges. If you access services that are not included in your subscription you will be charged our then -current rate ("Excluded Charges"). Excluded Charges will be invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located at the links below. Excluded Charges may change after at least 30 days written or online notice. http://static.legalsolutions.thomsonreuters.com/static/agreement/plan-2-pro-govt-agencies.pdf http://static.legalsolutions.thomsonreuters. com/static/agreement/sch-a-caselogistix.pdf The General Terms and Conditions, apply to all products ordered, except print and is located at http://static.legalsolutions.thomsonreuters.com/static/general-terms-conditions.pdf The General Terms and Conditions for Federal Subscribers are located at http://static.legalsolutions.thomsonreuters.com/static/federal-general- terms-conditions.pdf In the event that there is a conflict of terms between the General Terms and Conditions and this Order Form, the terms of this Order Form control. This Order Form is subject to our approval. Banded Product Subscriptions You certify the total number of attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full -time -equivalent students is indicated in the applicable Quantity column. Our pricing for banded products is made in reliance upon your certification. If we learn that the actual number is greater, we reserve the right to increase your charges as applicable Product Specific Terms. The following products have specific terms which are incorporated by reference and made part of this Order Form if they apply to your order. They can be found at http://static.legalsolutions.thomsonreuters.com/static/product-specific-terms.pdf . If the product is not part of your order, the product specific terms do not apply. If there is a conflict between product specific terms and the Order Form, the product specific terms control. *Campus Research •Contract Express •Hosted Practice Solutions •ProView eBooks •Time and Billing •Westlaw Doc & Fonn Builder •West km Software •West LegalEdcenter •Westlaw Paralegal •Westlaw Patron Access • Westlaw Public Records ACKNOWLEDGEMENT I have read all pages and attachments to this Order Form and 1 accept the terms on behalf of Subscriber. I warrant that I am authorized to sign this Order From on behalf of the Subscriber. C r I r,4-4--td//1/9, Signature of Authorized Representative for order Title A-c-\(az Printed Name P (1-2 1- n Date © 2017 West, a Thomson Reuters business. All rights reserved. This Order Form will expire and will not be accepted after 6/19/2017. THOMSON REUTERS' Attachment Contact your representative shermin.islam@thomsonreuters.com with any questions. Thank you. Order ID: Q-00023844 Payment Method: Payment Method: Bill to Account Account Number: 1000802969 PO Number: SA ID: GSA Funding: Shipping Information: Shipping Method: Ground Shipping - U.S. Only Payment, Shipping, and Contact Information Order Confirmation Contact (#28) Contact Name: Lisa Buzby Email: lbuzby@newportbeachca.gov ProFlex Multiple Location Details Account Number Account Name Account Address Action 1000802969 NEWPORT BEACH CITY ATTORNEY 100 CIVIC CENTER DRIVE NEWPORT BEACH CA, 92658 New ProFlex Product Details ''`Unit will refer to Number of Concurrent Users vs. Attys when ordering a Patron Access Product Quantity Unit* Service Material # Description 5 Attorneys 42077751 Gvt National Primary Core 5 Attorneys 42077868 Gvt State Analytical 5 Attorneys 41935298 Gvt PeopleMap Premier And Company Investigator For Government (Westlaw PROTM) 5 Attorneys 41988413 Gvt - West LegalEdcenter For Government (Westlaw PROTM) Online Contact Information User Email Address Contact Description LISA BUZBY lbuzby@newportbeach.gov EML PSWD CONTACT IP Address From IP Address To IP Address From IP Address To IP Address From IP Address To IP Address Lapsed` Products Sub Material Quantity Active Subscription to be Lapsed 40988735 1 Government Select Level 1 States (WestlawNextTM) -J THOMSON REUTERS' Order Notification Contact your representative duke.kang@thomsonreuters.com with any questions. Thank you. Order ID: 657828 Subscriber Information Account Address: Account #:1000802969 NEWPORT BEACH CITY ATTORNEY PO Box 1768 100 CIVIC CENTER DRIVE NEWPORT BEACH, CA 92658 US 949-644-3131 Shipping Address: Account #: 1000802969 NEWPORT BEACH CITY ATTORNEY PO Box 1768 100 CIVIC CENTER DRIVE NEWPORT BEACH, CA92658 US 949-644-3131 Payment and Shipping Information Payment Method: Payment Method: WestAccount Account Number: 1000802969 Shipping Information: Shipping Method: FREE Ground Shipping - U.S. Only Billing Address: Account #: 1000802969 NEWPORT BEACH CITY ATTORNEY PO Box 1768 100 CIVIC CENTER DRIVE NEWPORT BEACH, CA 92658 US 949-644-3131 Additional Information Created By: 0058013 Order Source: 27 Revenue Channel: 01 Order Date: 3/6/2015 5:28:58 AM P.O. Number: Additional Data B: 4 Order Contact Information First Name I Last Name I Email Address I Phone I Contact Description I Contact Number Lisa Lisa Buzby Buzby Lisa Buzby Ibuzby@newportbeachca.gov Ibuzby@newportbeachca.gov Ibuzby©newportbeachca.gov Order Confirmation Contact Primary 24 Password Contact Quickview Contact 28 Quickview Internal Comments Is Worksheet Custom Pro:https://ordermation.west.thomson.com/esigs/of.aspx? pordergroupid=3facfc0e074b45fe9079dcb605b96865&pfv=true • OF Ver:https://ordermation.west.thomson.com/esigs/ofversion.aspx? pfv=true&ordergroupid=lac9c54630714b6ea96f82837b2029f6&isofview=yes New Products — Online/Practice Solutions/Software/CD ROM/ProView Qty I Product 1 Government Select Level 1 States 1 Material ID ' Program Details' Program Codes 40988735 List Price' Other ' Net Price Monthly: Monthly: (WestlawNextTM;) (Banded) Modules to include in Custom PRO: $1,221.00 $1,221.00 Material ID I Description 40982444 Primary Law with KeyCite®: All— California (WestlawNextTM;) 40980477 California Analytical Library (WestlawNextn";) 40982364 Federal Materials — California (WestlawNextTM;) 41640023 PeopleMap Premier (WestlawNextp"; PRO) 40519199 West LegalEdcenter® Monthly Charges and the minimum term shall begin on the date West processes Subscriber's order and continue for a minimum of 12 complete calendar months ("Minimum Term"). If Subscriber elects a longer Minimum Term the Monthly Charges will be calculated as set forth herein. Subscriber agrees to commit to a Minimum Term of 36 months and the Monthly Charges for the second 12 months not to increase by more than 5% over the Monthly Charges for the initial 12 months and the Monthly Charges for the third 12 months not to increase by more than 5% over the Monthly Charges for the second 12 months. Automatic Renewal Term(s) for Non -Government Subscribers Only. Upon conclusion of the Minimum Term, including LegalEdcenter product(s) that are part of a WestlawPRO Select, the respective Subscriber Agreement and this Order Form will automatically renew for consecutive 12-month periods (Renewal Term), and the Monthly Charges for the Renewal Term(s) will increase 7% per year unless either party gives written notice of cancellation to the other party at least 30 days in advance of the expiration of the then -current Term. Subscribers notice of cancellation should be sent to the attention of Customer Service at the address set forth herein. Additionally. West may at its discretion provide Subscriber with notice at least 60 days in advance of any Renewal Term of a Monthly Charge increase different from 7% after which Subscriber shall have 30 days to provide West with written notice of cancellation if Subscriber does not wish to renew. Excluded Charges (as defined in Schedule A) may be modified as set forth in the respective Subscriber Agreement (as defined herein). Subscriber is responsible for all Excluded Charges as incurred. Government Subscribers Post Minimum Term. Upon conclusion of the Minimum Term, Monthly Charges are billed thereafter at up to then -current rates. Excluded Charges (as defined in Schedule A) may be modified as set forth in the respective Subscriber Agreement (as defined herein). Monthly Charges may be modified upon 30 days notice to Subscriber. Subscriber is responsible for all Excluded Charges as incurred. Either party may provide the other party with 30 days prior written notice of cancellation. Subscriber notice of cancellation should be sent to the attention of Customer Service at the address set forth herein. 4 attomeys (partners, shareholders, associates, contract or staff attorneys, of counsel and the like), corporate users, seats (if applicable), students and Personnel if ordering Paralegal Plans or terminals (used for Patron Access and Correctional Facility Products) at the location identified above (for WestlawPRO, CD-ROM case law orders and/or West LegalEdcenter Charges). If West learns that the actual number exceeds this number, West reserves the right to increase Subscriber Monthly Charges as applicable. User I Start Date I Position ' Email Buzby, Lisa Guyser, Jason M Harp, Aaron C Lopez, Abbie Mullinax, Carrera Mulvihill, Leonie Torres, Michael WLEC Passwords: PARALEGAL ATTORNEY J Lf t4 USerS oetypp 't*eacwca J v ATTORNEY aharp@newportbeachca.gov NON-ATTORNEY/BUS alopez@newportbeachca.gov. PRO NON-ATTORNEYIBUS cmullinax@newportbeachca.gov PRO ATTORNEY t�t4t vtWl) G neatertkeadica.j0✓ ATTORNEY tit +0rr2St) new fcrt19 adu1ct.1 User I Type I Position I Email I PracArea 1 I Juris 1 I Prac Area I Juris 2r Buzby, Lisa WLEcAdmin Paralegal Ibuzby@newportbeachca.gov Govemment Contracting California Order Subtotal: N/A * Estimated Tax: TBD Order Total: $0.00 Products Under 36 month contract term: $1,221.00 ** Billed Monthly Total: $1,221.00 * Sales tax for your order will reflect applicable state and local taxes and will be finalized upon shipment. In accordance with applicable laws, tax will be applied to products and shipping. Actual tax may vary slightly from that shown above. *Free shipping is not applicable to print orders that will be shipped from affiliates of Thomson Reuters that are located outside of the United States, its territories and possessions. For such products, transportation and handling charges (FOB origin) will be added. ** First full month billing will be invoiced at the monthly billed detail set forth above. Pricing is subject to the price increase pursuant to the tents and conditions set forth in agreement. Lapse Subscriptions Active Subscriptions to Lapse WESTLAW SELECT CUSTOM PRO WLEC MODULE WESTLAW ANALYTICAL LIBRARY 2000CA WESTLAWPRO WITH KEYCITE ALL CA WL PRO STATE SELECT FEDERAL MATERIALS CA t Contract Number 0117760765 0117760770 0117760766 0117760767 0117760768 ' Material ID 40583982 40519198 30302197 40043447 40464147 Additional Terms Credit Card Transactions Only. 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Please see http://static.legalsolutions.thomsonreuters.com/static/returns-refunds.pdf or contact West Customer Service at 1-800-328-4880 for additional details regarding West's current policies on retums and refunds. Notices. Except as otherwise provided in the applicable Subscriber Agreement, all notices must be in writing to West at 610 Opperman Drive, P.O. Box 64833, St. Paul, Minnesota 55164-1803, Attention: Customer Service, and to Subscriber at the address set forth in the Order Form/Order Notification. Transportation Charges. Print and CD-ROM/DVD products are shipped FOB origin. Transportation charges will only be added to expedited shipments at Subscriber's request and for international products or shipments at then -current carrier rates. Other Terms and Conditions. Any passwords issued herein may only be used by the person to whom the password is issued and sharing of passwords is STRICTLY PROHIBITED. Any West km software licensed hereunder must reside on a dedicated server provided and maintained by Subscriber at Subscriber's expense, and such server must be accessible to all of Subscriber's authorized users. Subscriber's Westlaw Doc andForm Builder Data will be web hosted by West. Upon termination of any Westlaw Doc and Form Builder subscription, West will provide Subscriber with access to and the ability to export related Westlaw Doc and Form Builder Data for 180 days at no charge. Thereafter, West will delete such Westlaw Doc Form Builder Data. West may share Subscriber information and Subscriber Content with its business partners as may be necessary to provide Time and Billing Services to Subscriber and Subscriber must remove all Time and Billing content prior to termination of this Order Form and Subscriber Agreement. General Provisions for Non -Government Subscribers Only. This Order Form is subject to approval by West, a Thomson Reuters business (West) in St. Paul, Minnesota and is governed by Minnesota law. The state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising from or related to this agreement. All payments are due 30 days from date of invoice. Applicable sales, use, personal property, value added tax (VAT) or equivalent, ad valorem and other taxes are payable by Subscriber. Subscriber may be charged interest for overdue charges. If any charges remain unpaid 30 days after becoming due, all amounts that are or would become due and payable for the remaining term of Subscriber's Subscriber Agreement, shall become immediately due and payable at the sole option of West. Interest charged may be adjusted to the then -highest current rate allowable on Minnesota contracts. This Order Form may not be assigned, sublicensed or otherwise transferred by Subscriber without West's prior written consent. 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If Subscriber fails to receive sufficient appropriation of funds or authorization for the expenditure of sufficient funds to continue service under the Order Form, or if Subscriber receives a lawful order issued in or for any fiscal year during the Minimum Term or Renewal Term of the Order Form that reduces the funds appropriated or authorized in such amounts as to preclude making the payments set out therein, Subscriber may submit a written notice to West seeking cancellation of the service, the Subscriber Agreement and the Order Form, if permitted under applicable law. Subscriber shall provide West with notice not less than thirty (30) days prior to the date of cancellation, and shall include a written statement documenting the reason for cancellation, including the relevant statutory authority for cancelling, and an official document certifying the non -availability of funds (e.g., executive order, an officially printed budget or other official government communication). 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Signature for Order ID: 657828 The following, individually or jointly, as applicable ("Subscriber Agreement and Schedule A") is/are hereby incorporated by reference and made part of this Order Form: - Research Subscriber Agreement (located at http:/llegalsolutions.com/research-subscriber-agreement) - Applicable Schedule A (located at http://legalsolutions.com/schedule-a-westlaw) and the following If applicable when ordering Hosted Practice Solutions - Hosted Practice Solutions Subscriber Agreement (located at http://legalsolutions.comlhosted-practice-solutions-subscriber- agreement)) -Applicable Schedule A (located at http://legalsolutions.com/schedule-a-concourse-firm-central-caselogistix)) -West LegalEdcenter Subscriber Agreement (located at http://legalsolutions.com/west-legaledcenter-subscriber-agreement) (for West LegalEdcenter products) In the event there is a conflict between the terms and conditions of the Subscriber Agreement and Schedule A and the terms and conditions of this Order Notification, the terms and conditions of this Order Notification shall control. Subscriber by his/her signature below, acknowledges his/her understanding and acceptance of the terms and conditions of the Subscriber Agreement, and Schedule A and this Order. Signature of Authorized Representative for order Title Aaron 0. Harp Printed Name Date 17� ATTEST: r"r", Li enl I. Brown, City Clerk Date: 3 .) L-1( © 2015 West, a Thomson Reuters business. All rights reserved. A Thomsort Rsutars bugnma Order Notification Contact your representative michael.sulkin@thomsonreuters.com with any questions. Thank you. Order ID: 312153 'Subscriber Information Account Address: Account #: 1000802969 NEWPORT BEACH CITY ATTORNEY PO Box 1768 3300 NEWPORT BLVD NEWPORT BEACH, CA 92663 US 949-644-3131 Shipping Address: Account #: 1000802969 NEWPORT BEACH CITY ATTORNEY PO Box 1768 3300 NEWPORT BLVD NEWPORT BEACH, CA 92663 US 949-644-3131 Payment and Shipping Information Payment Method: Payment Method: WestAccount Account Number: 1000802969 Shipping Information: Shipping Method: FREE Ground Shipping - U.S. Only Billing Address• Account #: 1000802969 NEWPORT BEACH CITY ATTORNEY PO Box 1768 3300 NEWPORT BLVD NEWPORT BEACH, CA 92663 US 949-644-3131 Additional Information Created By: 1440065 Order Source: 27 Revenue Channel: 01 Order Date: 3/21/2012 4:47:07 PM P.O. Number: Additional Data B: 4 Order Contact Information First Name Last Name Email Address A Phone Contact Description Contact Number Lisa Buzby Lisa Buzby Ibuzby@newportbeach.gov Ibuzby@newportbeach.gov Order Confirmation Contact 28 Quickview Quickview Contact Internal Comments I OF Ver:https://ordermation.west.thomson.com/esigs/ofversion.aspx?ordergroupid=47ccd9d7-cfb0-4969-8a97-71b5c4a41252 Worksheetshttps://ordermation.west.thomson.com/esigs/of.aspx?pordergroupid=Odd10638-5c5b-4611-a07b-b69599243527 New Products • WestlawPRO/CD/WLEC/Other Qty I Product Material ID Program Details i Program Codes List Price Other Net Price 1 Government Select Level 1 States (WestlawPRO®) (Banded) 40584053 Monthly: $1,163.00 Monthly: $1,163.00 Modules to include in Custom PRO: Material ID Description 40043715 California Core 40464148 California Federal Materials 40519199 West LegalEdcenter@ Monthly WestlawPRO Charges, CD-ROM Charges and West LegalEdcenter Charges, are billed on the date West processes Subscribers order and continue for a minimum of 12 months ("Minimum Term"). Upon conclusion of the Minimum Term, CD-ROM Charges are billed thereafter at then -current rates. If Subscriber elects a longer Minimum Term the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges will be billed as set forth herein. Subscriber agrees to commit to a Minimum Term of 36 months and the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the second 12 months not to increase by more than 5% over the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the initial 12 months and the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the third 12 months not to increase by more than 5% over the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the second 12 months. NON -GOVERNMENT SUBSCRIBERS ONLY: Upon conclusion of the WestlawPRO Minimum Term, including West LegalEdcenter product(s) that are part of a WestlawPRO Select, the Subscriber Agreement and this Order Form will automatically renew for consecutive 12-month periods ("Renewal Tenn"), and the Monthly WestlawPRO Charges for the Renewal Term will increase 7% per year unless either party gives written notice of cancellation to the other party at least 30 days in advance of any Renewal Tenn, including the first Renewal Term. Additionally, West may at its discretion provide Subscriber with notice at least 60 days in advance of any Renewal Term of a Monthly WestlawPRO Charge increase different from 7% after which Subscriber shall have 30 days to provide West with written notice of cancellation if Subscriber does not wish to renew. Excluded Charges may be modified as set forth in the Subscriber Agreement (as defined herein). Subscriber is responsible for all Excluded Charges as incurred. During any Renewal Term, Subscribers access to and use of Westlaw shall be govemed by the Subscriber Agreement. Upon conclusion of the West LegalEdcenter Minimum Term, as applicable solely to West LegalEdcenter product(s) that are not part of a WestlawPRO Select, West LegalEdcenter Charges are billed thereafter at up to then -current rates. GOVERNMENT SUBSCRIBERS ONLY: Upon conclusion of the WestlawPRO and/or West LegalEdcenter Minimum Term, Monthly WestlawPRO Charges and/or West LegalEdcenter Charges are billed thereafter at up to then -current rates. Excluded Charges and Monthly WestlawPRO Charges (after the Minimum Term) may be modified as set forth in the Subscriber Agreement (as defined herein). Subscriber is responsible for all Excluded Charges as incurred. After the Minimum Term, Subscribers access to and use of Westlaw shall be governed by the Subscriber Agreement. 4 attomeys (partners, shareholders, associates, contract or staff attorneys, of counsel and the like), corporate users, students and Personnel if ordering Paralegal Plans or publicly accessible terminals (used for Patron Access and Correctional Facility Products) at the location identified above (for WestlawPRO, CD-ROM case law orders and/or West LegalEdcenter Charges). If West learns that the actual number exceeds this number, West reserves the right to increase Subscriber Monthly Charges as applicable. User Askling, Kristy N End Date Position Email 1 9/3/2009 NON-ATTORNEY/BUS KASKLING@NEWPORTBEACHCA.GOV PRO Mulvihill, Leonie 12/7/2009 ATTORNEY Torres, Michael 9/3/2009 ATTORNEY Buzby, Lisa WLEC Passwords: Paralegal User Type y Position Email Prac Area 1 Juris 1 Juris 2r 1 Area 2 Area Askling, Kristy WLEcAdmin Non- KASKLING@NEWPORTBEACHCA.GOV Government Attorney Torts i California Order Subtotal: N/A * Estimated Tax: TBD Order Total: $0.00 Products Under 36 month contract term: $1,163.00 ** Billed Monthly Total: $1,163.00 * Sales tax for your order will reflect applicable state and local taxes and will be finalized upon shipment. In accordance with applicable laws, tax will be applied to products and shipping. Actual tax may vary slightly from that shown above. *Free shipping is not applicable to print orders that will be shipped from affiliates of Thomson Reuters that are located outside of the United States, its territories and possessions. For such products, transportation and handling charges (FOB origin) will be added ** First full month billing will be invoiced at the monthly billed detail set forth above. Pricing is subject to the price increase pursuant to the terms and conditions set forth in agreement. Active Subscriptions to Lapse Contract Number Material ID WESTLAW WITKIN 0115342277 WESTLAWPRO WITH KEYCITE ALL - CA 0115342275 GOVERNMENT GC ALL PRIMARY LAW MODULE 0115342279 WESTLAW MILLER & STARR PLUS 0115342280 30303565 40043447 40443517 30303916 Subscription Service, Passwords and West km Software. Subscription services may consist of updates and/or supplements to the service, including but not limited to: (a) CD-ROM Libraries: updated, replacement or supplemental CD-ROMs and online updates, and other related supplemental material; (b) Print Products: pocket parts, pamphlets, replacement or ancillary volumes; loose-leaf pages and other related supplemental materials; all of which may be billed separately at then -current rates. Subscriber hereby requests that West provide subscription services for the herein -described products at then -current rates until such subscription services are cancelled by West or cancelled upon written request by Subscriber (or as provided for in the Subscriber Agreement for CD-ROM products). Any passwords issued herein may only be used by the person to whom the password is issued and sharing of passwords is STRICTLY PROHIBITED. Subscribers licensing only LiveNote/Case NoteBook/rimeline/Publisher Software will not be issued Westlaw passwords. Any West km software licensed hereunder must reside on a dedicated server provided and maintained by Subscriber at Subscriber's expense, and such server must be accessible to all Subscriber's authorized users. Subscriber's Westlaw Doc & Form Builder Data will be web hosted by West. Upon termination of any Westlaw Doc & Form Builder subsciption, related Westlaw Doc & Form Builder Data of Subscriber that is stored on West servers will be destroyed within 180 days of such termination. General Provisions. This Order Form is subject to appr va p West,Thomson Reuters business ("West")in St. Paul, Minnesota, and is governed by Minnesota law. The state and federal courts sitting in A4ri ve exclusive jurisdiction over any claim arising from or related to this agreement. Applicable sales, use, personal property, value added tax (VAT) or equivalent, ad valorem and other taxes are payable by Subscriber. Subscriber may be charged interest for overdue installments and subscriptions and for other open account charges. If any installments, subscriptions, subscription services, Westlaw Charges or open account charges remain unpaid 30 days after becoming due, all unmatured installments, including all amounts that are or would become due and payable for the remaining term of Subscriber's Subscriber Agre m t h II becoultnmediately due and payable at the sole option of West. Interest charged may be adjusted to the then -highest current rate allowable on• Shacts. This Order Form is nontransferable. All collection fees, including but not limited to attorneys fees, are payable by Subscriber. Transportation and handling (FOB origin) charges will be added for print products. West may request a current financial statement and/or obtain consumer credit report on the undersigned individual to determine creditworthiness. West will only request consumer credit information on the undersigned if the undersigned is applying for credit as an individual or if the undersigned's consumer credit information is necessary for West to consider granting credit to the aforementioned company. If Subscriber inquires whether a credit report was requested, West will provide information of such, if a report was received and the name, address and telephone number of the agency that supplied the report. Returns. If Subscriber is not completely satisfied with any print or CD-ROM product received from West, the product may be returned within 45 days of the invoice date for a full refund or credit, in accordance with West's then -current returns policies. Westlaw Charges and West LegalEdcenter Charges are non- refundable. (Additional Contract Information NON-AVAILABLITY OF FUNDS FOR WestlawPRO GOVERNMENT SUBSCRIBERS (not available to non -government subscribers). If Subscriber fails to receive sufficient appropriation of funds or authorization for the expenditure of sufficient funds to continue service under the Order Form, or if Subscriber receives a lawful order issued in or for any fiscal year during the Minimum Term or Renewal Term of the Order Form that reduces the funds appropriated or authorized in such amounts as to preclude making the payments set out therein, Subscriber may submit a written notice to West seeking cancellation of the service, the Subscriber Agreement and the Order Form, if permitted under applicable law. Subscriber shall provide West with notice not less than thirty (30) days prior to the date of cancellation, and shall include a written statement documenting the reason for cancellation, including the relevant statutory authority for cancelling, and an official document certifying the non -availability of funds (e.g., executive order, an officially printed budget or other official government communication). Upon West's receipt of a valid cancellation notice, Subscriber shall pay all charges incurred for any products and/or services received prior to the effective date of the cancellation (and in the case of print/CD-ROM products, retum all unpaid print/CD-ROM products and updates) For questions regarding this order, please contact West Customer Service at 1-800-328-4880. Signature for Order ID: 312153 The Subscriber Agreement for Westlaw and CD-ROM Libraries, the applicable Schedule A price plan, (for WestlawPRO products and/or CD-ROM Libraries products) and/or the West LegalEdcenter Subscriber Agreement (for West LegalEdcenter products) individually or jointly, as applicable, ("Subscriber Agreement") is/are hereby incorporated by reference and made part of this order. In the event there is a conflict between the terms and conditions of the Subscriber Agreement and the terms and conditions of this order, the terms and conditions of this Order Form shall control. Subscriber by his/her signature below, acknowledges his/her understanding and acceptance of the terms and conditions of the Subscriber Agreement. Q�— Signature of Authorized Representative for order Title f / A++o<,, /4 id 1-1 t° 3 - 2_ - 1 Printed Name Date © 2012 West, a Thomson Reuters business. All rights reserved. Subscriber Agreement for Westlaw® and CD-ROM libraries AGREEMENT entered into between "Subscriber" as set forth on the West order form ("Order Form") and West, a Thomson Reuters business ("West"), regarding Westlaw and/or CD-ROM Libraries, as follows: 1. Westlaw and CD-ROM Libraries. Subscriber may subscribe to Westlaw, West's online legal research service, via certain packaged Westlaw Schedule A price plans, and/or CD-ROM libraries ("Libraries") by submitting a then -current Order Form. All references herein to CD-ROM, CD-ROM Libraries or Libraries shall also include the DVD-ROM, USA and similar format/media. All Library subscriptions shall include access to Westlaw. Westlaw and CD-ROM Libraries are licensed to Subscriber subject to the terms and conditions of this Agreement, the Order Form, the applicable Schedule A or as otherwise agreed by the parties in waling. This Agreement supplements but does not supersede any Westlaw Subscriber Agreement in effect between Subscriber and West as of the effective date of this Agreement ("Existing Westlaw Agreement"). 2. License. (a) Grant. Subscriber is granted a non-exclusive, non -transferable, limited license to access Westlaw and the CD-ROM Ubrary(ies) to which Subscriber subscribes. Such license includes the right to access data made available through Westlaw ("Westlaw Data") and data contained in the CD-ROM Library(ies) ("CD-ROM Data," collectively "Data" which includes "Downloaded Data" as defined below). Subscriber may use the Data internally solely in the regular course of legal and other research and related work. Except as otherwise provided, The license includes the right to download and temporarily store insubstantial portions of Data ("Downloaded Data") to a storage device under Subscriber's exclusive control solely (i) to display internally such Downloaded Data and (ii) to quote and excerpt such Downloaded Data (appropriately cited and credited) by electronic cutting and pasting or other means in memoranda, briefs and similar work product created by Subscriber in the regular course of its research and work. Subscriber may also create printouts of Data for intemal use and for distribution to third parties for purposes that are consistent with the terms and conditions of this Agreement if such third parties agree not to further distribute the printouts. (b) Limitations. Subscriber may not copy, download, scrape, store, publish, transmit, retransmit, transfer, distribute, disseminate, broadcast, circulate, sell, resell or otherwise use the Data or any portion of the Data, in any form or by any means, except (i) as expressly permitted by this Agreement, (ii) with West's prior written permission, or (iii) if not otherwise expressly prohibited by this Agreement or by the "Additional Terms" (as defined below), as allowed under the fair use provision of the Copyright Act (17 U.S.C.A. § 107). Downloaded Data shall not be stored or used in an archival database or other searchable database except as expressly permitted by this Agreement or as quoted in Subscriber's work product. Subscriber shall not sell, license, sublicense or distribute Data (including printouts or 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. (c) Westlaw. Westlaw consists of various West -owned and third partycontenl, services, functions and remotely -accessed gateways (collectivety "Features"), which may change from time to time. Access to certain Features may be restricted. Certain Features are licensed subject to paragraphs 3, 6 and 7, which take precedence over the license granted in this paragraph, or additional terms ("Additional Terms"), which apply to certain third -party Features and may be different from those set forth in this Agreement. Subscriber will be given an opportunity to review Additional Tends by receiving notice of such Additional Terms in writing or online. Additional Terms may be modified effective upon West giving Subscriber notice (in writing or online) of the modification. By using Features governed by Additional Terms, Subscriber agrees to, and will be obligated to comply with, all such Additional Terms as well as the terms and conditions in this Agreement. All Additional Terms will be considered part of this Agreement. Subscriber may, on an occasional basis and via Westlaw functionality, direct West to transmit individual documents in electronic format to internal user(s) or transmit West -proprietary documents (i.e. documents not licensed by West from third -parties) to intemal user(s) or to a third party who is an individual if such third party agrees not to further disseminate such documents. Subscriber acknowledges its responsibility in assuring compliance with the foregoing by any third party to whom Subscriber transmits documents pursuant to the preceding sentence. Direct transmission of electronic copies by Subscriber is prohibited, except as provided in the electronic brief terms of paragraph 3 herein. (d) CD-ROM Libraries. Each Library is licensed for use at a single Subscriber office location ("Site"). In addition, Subscriber's personnel who work at or are assigned to a licensed Site may access the Libraries by remote dial -in access to the Site or off -Site on stand-alone PCs. Each Library is licensed for use on stand-alone PCs or on a single local area network ("LAN") installed at a licensed Site that is electronically linked and capable of sharing the use of one or more CD-ROMs. The Order Form will indicate the number of concurrent users authorized to access each Library licensed for use on a LAN. Each such Library will he licensed with a proprietary control file, which Subscriber may install only on the single LAN. Subscriber may transfer the CD-ROM Data contained in the Library to a single storage drive under Subscriber's exclusive control and to maintain such CD-ROM Data as a searchable CD-ROM Software (as defined herein) compatible database subject to the teens and conditions of this Agreement Subscriber may also use, only at the Site, West -proprietary Data available as part of a Library as set forth in paragraph 3. Access to 5/1/10 Monet Thomson Reuters Data through wide area networks, multiple LANs, multiple sites or similar arrangements is strictly prohibited. (e) Rights in Data. Except for the license granted in this Agreement, all right, title and interest in the Data, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of West and other contributors ("Contributors"). The CD-ROM Data architecture, including the format, layout and data structures, are proprietary. Subscriber may not reverse engineer or otherwise attempt to discern such proprietary architecture. The CD-ROMs and West Software, as defined herein, are and will remain the exclusive property of West, its affiliates and software owners. 3. West Proprietary Data. West grants a non-exclusive, non -transferable, limited license to individual users within Subscriber entities to store and use West -proprietary Downloaded Westlaw Data and CD-ROM Data (i.e., documents not licensed by West from third parties) in a searchable database maintained in connection with an ongoing project of the user ("Project Database"). Such database must consist preponderantly of users' work product with access limited to those internal users actively working on the project. The West -proprietary Downloaded Data may be maintained in the Project Database so long as the project remains active or until any termination of this Agreement, whichever occurs first. Retention of Downloaded Data in a Project Database after the project ends, in an archival database as used as a research tool or in a database accessible to external users is prohibited. West further grants to Subscriber a limited, non-exclusive, non- transferable license to include West -proprietary Downloaded Data in briefs prepared for a specific cause of action for a specific court in an electronic format. Distribution or dissemination of such West -proprietary Downloaded Data in connection with or as part of a brief is limited to the court before which the cause of action is to be heard, the parties to the cause of action, or their representatives. Any further distribution is prohibited without written permission of West. West - proprietary Downloaded Data included in such briefs must retain West copyright notices and indicate that use of, distribution and dissemination to the permitted parties is with the permission of West. 4. West Software and Internet Based Services. (a) West Software. West may make available to Subscriber, on a subscription basis, software for use in connection with Westlaw ("Westlaw Software") or to access third party gateway services and certain Westlaw Features not available when accessing Westlaw with CD-ROM software ("CD-ROM Software" including, but not limited to PREMISE®, LawDesk and Folio® used to access the Libraries). Subscriber hereby subscribes to Westlaw Software and CD-ROM Software (collectivety 'West Software") and updates and accompanying documentation as indicated on the Order Form. West Software will be licensed under a license agreement, which will accompany the West Software. By using the West Software (including each update) and taking such other action as may be referenced in the license agreement as constituting acceptance, Subscriber agrees to be bound by the terms and conditions of the accompanying license agreement. If Subscriber does not so agree, Subscriber must return any tangible copies of the West Software in its possession or control. (b) Internet Based Services. Westlaw may be accessed by Internet based services such as wesfaw.comand nextwestlaw.com ("Internet Based Services"). West grants Subscriber a non- exclusive, non -transferable, limited license to use Internet Based Services (including all versions and updates). Subscriber may not reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of Internet Based Services, nor may Subscdber reproduce all or any portion of the components of Internet Based Services. Subscdber may use Westlaw Data cached in Subscribers local disk drive solely in support of its use of Internet Based Services. Certain software used by Subscriber may not be capable of supporting Internet Based Services. The performance of Internet Based Services varies with the manufacturers' equipment with which it is used. 5. Charges and Modification of Charges. Charges payable for access to Westlaw ("Westlaw Charges") will be as stated on the Order Form and the applicable Schedule A or as otherwise agreed upon in writing by the parties. Westlaw Charges shall commence on the date Subscriber first accesses Westlaw or any Feature or as otherwise stated on the Schedule A or Order Form. Westlaw Charges may be modified upon at least 30 days prior notice to Subscriber in writing or online or pursuant to the terms stated on the Order Form (for the Monthly WestlawPRO Charges associated with the WestlawPRO products elected by Subscriber on the Order Form). The charges currently payable by Subscdber for each Library are as set forth on the Order Form ("CD-ROM Charges"). CD-ROM Charges also include, without limitation, charges for Library additions and Features introduced after the effective date of this Agreement. CD-ROM Charges will be determined by West and may be modified at any time without notice. Modification of any charges shall not be considered as an amendment to this Agreement that permits termination of this Agreement pursuant to paragraph 12 (ii) herein. All charges are exclusive of sales, use, value added tax (VAT) or equivalent, ad valorem, personal property and other taxes, which are the responsibility of Subscriber. Subscriber will pay all invoices in full within 30 days from date of invoice. If hill payment is not made, Subscriber may be charged up to the maximum legal interest on the unpaid balance. 6. Usage Restrictions and Information Protection. (a) Use of Westlaw Data. Subscriber shall not use any Data and shall not distribute any Data to a third party for use in a manner contrary to or in violation of any applicable federal, state, or local law, rule or regulation. West is not a consumer reporting agency, and Subscriber certifies that it will not use any Data as a factor in establishing a consumers eligibility for credit or insurance to be used primarily for personal, family, or household purposes, for employment purposes or for any other purpose authorized under section 1681b of the Fair Credit Reporting Act (15 U.S.C.A. § SAMinet 41.dot 1681b). Subscriber acknowledges that access to certain Data available on Westlaw, including but not limited to credit header Data, motor vehicle Data, driver license Data, and voter registration Data is regulated by state or federal laws, such as the Gramm Leach Bliley Act ("GLBA"), the Driver's Privacy Protection Ad ("DPPA"), or other state or federal laws and regulations, or is subject to Contributor restrictions. Subscriber agrees not to access such Data for any purpose that is not allowed by the GLBA, by the DPPA, by any other applicable state or federal laws or regulations, or that is contrary to Contributor restrictions. West retains the right to temporarily or permanently block access to certain Data if West, in its sole discretion, believes that the Data may be used for an improper purpose or otherwise in violation of the terns of this Agreement, or that the terms of West's Contributor agreements requires West to block such access. By accessing Data, Subscriber acknowledges that from time to time, West and its Contributors and/or various govemment entities may require Subscriber to identify a permissible use and may inquire as to Subscriber's compliance with applicable laws or this Agreement. Subscriber agrees to cooperate with any inquiry, subject to any attorney -client confidentiality. Subscriber shall report to West any misuse, abuse, or compromise of Data of which Subscriber becomes aware. (b) Protection of Personal Information. West and Subscriber acknowledge that both parties may be required to comply with various privacy and security requirements, including but not limited to those set forth in paragraph 4.a. above, the European Union Directive on Data Protection (95/46) and all other applicable legal directives and applicable industry standards (collectively "Privacy Laws") pursuant to which each party wishes to obtain certain undertakings from the other with regard to the use and protection for the Personal Information of either party. For purposes of this Agreement, "Personal Information" shall refer to, without limitation, the following types of information: name, address, e-mail address, age, date of birth, telephone number, fax, social security number or equivalent or similar govemment identification numbers, credit/debit card information, bank account information, logins, passwords, or medical or health records of an identifiable human being. Each party shall be responsible for any collection, access, use and disclosure of Personal Information subject to this Agreement. Without limiting the foregoing, each party shall employ appropriate administrative, physical, and technical safeguards in order to sufficiently protect the Personal Information and any information assets and resources in question. Each party shall promptly notify the other of any event that may result in the unauthorized collection, access, use, or disclosure of Personal Information subject to this Agreement ("Information Protection Incident"). The parties shall make reasonable efforts to assist one another in relation to the investigation and remedy of any such Information Protection Incident and any claim, allegation, action, suit, proceeding, or litigation with respect to the unauthorized access, use, or disclosure of Personal Information. Furthermore, any access to or use of Personal Information must be in accordance with all applicable law. No individual shall access records that require a permissible purpose unless such a purpose exists for such individual. For purposes of its obligations hereunder, any acts or omissions by the personnel of each party shall also be deemed to be the acts or omissions of West and/or Subscriber, respectively. 7. West Legal Directory%. Subscriber may use Westlaw Data and CD-ROM Data contained in West Legal Directory ("WLD") internally in the regular course of Subscriber's business. Subscriber may also create printouts of insubstantial portions of Data consisting of individual WLD listings or selected names and addresses for its own use. Use of WLD to create mailing or marketing lists for commercial purposes or for distribution to third parties is prohibited. 8. Responsibility for Certain Matters. Subscriber shall provide to West the office location and address associated with Subscriber's Westlaw passwords issued under this Agreement. Subscriber's personnel may also access Westlaw via home computers, laptops or other wireless devices.. Subscriber is responsible for notitying West in wilting of persons to whom Westlaw passwords are to be issued or from whom passwords are to be revoked. Subscriber is solely responsible for maintaining security of Westlaw passwords. Subscriber is also responsible for all access to and use of Libraries, CD-ROM Data, CD- ROM Software, Westlaw, Westlaw Data, West Software and Internet Based Services (collectively the "Deliverables") by Subscriber's personnel or Westlaw passwords, whether or not Subscriber has knowledge of or authorizes such access and use. Sharing of Westlaw passwords that have been issued to individual users of Subscriber is strictly prohibited. 9. Disclaimer of Warranties and Limitation of Liability. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE DELIVERABLES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. SUBSCRIBER'S EXCLUSIVE REMEDY AND WEST'S AND/OR CONTRIBUTORS' ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO THE DELIVERABLES WHICH ARE MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF CHARGES PAID BY SUBSCRIBER RELATIVE TO THE LIBRARY, WESTLAW FEATURE OR THE WEST SOFTWARE, AS APPLICABLE, WHICH IS THE BASIS OF THE CLAIM(S) DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL WEST OR CONTRIBUTORS BE LIABLE TO SUBSCRIBER FOR ANY CLAIM(S) RELATING IN ANY WAY TO () SUBSCRIBER'S 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 WEST, OR ITS CONTRIBUTORS, OR ANY DECISION MADE OR ACTION TAKEN BY SUBSCRIBER IN RELIANCE UPON WESTLAW DATA AND CD-ROM DATA; (ii) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER'S RIGHTS HEREUNDER OR USE OF, OR INABILITY TO USE, THE DELIVERABLES, EVEN IF WEST OR CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR OD) THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING OR DELIVERING WESTLAW DATA AND CD-ROM DATA. FURTHER, WEST SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY THIRD PARTY FEATURE. NEITHER WEST NOR CONTRIBUTORS MAKE ANY WARRANTY THAT ACCESS TO WESTLAW WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE. NOR DOES WEST MAKE ANY WARRANTY AS TO THE LIFE OF ANY URL OR THIRD PARTY WEB SERVICE. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF INTERNET BASED SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF WESTLAW DATA OR DAMAGE TO MEDIA. 10. Limitation of Claims. Except for claims relating to Westlaw Charges or CD-ROM Charges, or improper use of the Deliverables, no claim, regardless of form, which in any way arises out of this Agreement may be made, nor action based upon such claim brought under this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it. 11. Effect of Agreement. This Agreement (which includes all applicable Order Forms, any Existing Westlaw Agreement, current and future Schedules and Additional Terms, license agreements and the like) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and except as otherwise provided herein supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. Except as otherwise provided in this Agreement, West may amend the terms and .conditions of this Agreement by gtying Subscriber at least 30 days prior written notice. Any other amendment must be in writing and signed by both parties. 12. Term and Termination. This Agreement and each Order Form may not be terminated prior to a Minimum Term of one year after the date West processes this Agreement and that Order Form. In the event Subscriber requests a Minimum Term in excess of one year as set forth in the Order Form, this Agreement may not be terminated prior to the expiration of such Minimum Term. Upon expiration of the Minimum Term or any Renewal Term set forth in the Order Form, either party may terminate this Agreement by providing the other party 30 days prior written notice of such termination. Notwithstanding the foregoing, (i) West may terminate a Library subscription upon 30 days prior written notice if such Library is no longer commercially available; (ii) Subscriber may terminate this Agreement immediately by gMng written notice of termination after receiving notice of any amendment (as permitted under paragraphs 2(c) and 11), which contains new terms that materially alter the terms of this Agreement and areunacceptable to Subscriber; (iii) West may terminate this Agreement immediately upon giving written notice of termination to Subscriber if Subscriber commits a material breach of any obligation to West under any other agreement between the parties; (iv) West may terminate this Agreement immediately upon giving written notice of termination to Subscriber if West reasonably believes that Subscriber's use of Data violates any applicable law or regulation, this Agreement or may result in a risk to public safety, including but not limited to the safety of private individuals; and (v) either party may terminate this Agreement immediately upon giving written notice of termination to the other party if the other party commits a material breach of this Agreement. Upon termination of any Library subscription by either party, Subscriber shall immediately destroy the terminated Library(ies) and destroy all CD- ROM Data maintained on a permanent storage drive. Upon any termination of this Agreement, the West Software licenses shall also terminate. 13. Force Majeure. West's performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any govemment, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like. 14. Notices. Except as otherwise provided in this Agreement, all notices must be given in writing to West at 610 Opperman Drive, P.O. Box 64833, St. Paul, Minnesota 55164-0833, Attention: Customer Service, and to Subscriber at the address on the Order Foram. 15. General ro is' ns his Agreement will be governed by and construed under the law of the state of .3.537.rEout rega, d tp- >.nfic of law provisions. The parties agree that the state and federal courts sitting in Mihi ml vrfficclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts. Neither this Agreement nor any part or portion hereof may be assigned, sublicensed or otherwise transferred by Subscriber without West's prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected. Failure of either party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a pad hereof. West, as used herein, applies to West Publishing Corporation, Thomson Reuters Applications Inc., West Services Inc., Thomson Reuters (Legal) Inc., and their affiliates. 16. Ideas and Concepts. Any and all title, ownership rights, and intellectual property rights concerning any ideas, concepts, suggestions, materials and the like that Subscriber provides to West regarding Westlaw, Internet Based Services or Westlaw Software or Libraries shall become the exclusive property of West and may be used for its business purposes in its sole discretion without any payment, accounting, remuneration or atbibution to Subscriber. 5/1/10 SAMlnet 41.dot Schedule A to Subscriber Agreement Plan 2 WestlawPRO@for State and Local Government Entities -Government Service Available only to employees of state, county, and city government entities with 40 or fewer affiliated attorneys (up to 100 attorneys for Government Select products) accessing Westlaw® for government or legal services/legal aid purposes. Government entities are defined as executive, judicial, and legislative agencies, correctional facilities (behind the desk staff access), government law libraries (behind the desk staff access), and legal services/legal aid entities. Not available to educational institutions for academic purposes. Westlaw access by inmates of correctional facilities or patrons of government law libraries is STRICTLY PROHIBITED. Plan 2i WestlawPRO. for State Land! Local Government Agencies: Paragraphs t through 5' tielow set iferth charges] that iapply. to both: westlaw:comi ands WestlafiNele (next.westlaw.coro): Not all. Westlaw subscnoershave accessto WestlawNext _ _ 1. WestlawPRO Obligations and Restrictions. Subscriber must submit to West a copy of its current letterhead or a certified list of all affiliated attomeys at the location identified on the Order Form and must promptly notify West of any changes in the number of affiliated attorneys. Westlaw passwords may only be used by the person to whom the password is issued. Sharing of Westlaw passwords between or among Subscriber's personnel or persons not employed by Subscriber is STRICTLY PROHIBITED. In the event West leams that the number of attorneys employed by Subscriber exceeds the number certified by Subscriber or a Westlaw password has been used by a person other than the person to whom the password has been issued, West reserves the right to increase Subscriber's monthly WestlawPRO charges ("Monthly WestlawPRO Charges") to then -current rates for each attorney employed by Subscriber, change Subscriber to another price plan or, in the alternative, terminate the Westlaw password(s) used by a person other than the person to whom it is issued. 2. Monthly WestlawPRO Charges. Monthly WestlawPRO Charges for the products elected by Subscriber appear on the Order Form and include usage, communications, WestClip (non -continuous), offline transmission (as limited by the Subscriber Agreement), certain KeyCite® Alert (non - continuous), transactional charges (excluding online citation checking) and certain offline automated citation checking charges. Monthly WestlawPRO Charges apply regardless of Subscriber's actual use. A listing of the current WestlawPRO Databases appears in the Westlaw Directory. Charges associated with the databases, Features and services that are not part of the WestlawPRO products elected by Subscriber will be billed in addition to the Monthly WestlawPRO Charges at the rates set forth below ("Excluded Charges"). West may, at its option, make certain databases, Features and services Excluded Charges if West is contractually bound or otherwise required to do so by a Contributor of Data or if the databases, Features or services are enhanced or released after the effective date of the Subscriber Agreement and the Order Form. 3. Training Charges Training and technical support charges are as set forth on the Order Form. 4. West Reporter Images West Reporter Images $16.00 per image No offline transmission charges apply. 5. Rise of American Law Rise of American Law - Time Rise of American Law - Search Rise of American Law - Finds Rise of American Law - Images $33.33 per minute 500.00 per transaction 300.00 per transaction 300.00 per image PartnFThomson'Reuters Plan 2 WestlawPRO.Government Mt State and Local Govemment Agencies. Paragraphs 6 through 16 set forth the charges thatapply to westlaw.com. Upon accessing westlaw.com, a user may elect either per minute or transactional billing in the Options Directory. Such billing election will be effective for all subsequent sessions unless the election is changed. The SUBSCRIBER Database lists the per minute billing classifications, transactional charges and per document charges for each database. 6. Per Minute Charges A. Per Minute Usage Charges i. Combination Databases li. Highlights Databases lii. Basic Databases iv. Westlaw Standard Databases v. Westlaw Standard Databases -Codes vi. Deluxe Databases vii. Specialty Databases viii. Premium Databases ix. Allfile Databases x. Multi -Search Databases xi. Super Allfile Databases xii. Select Databases xiii. Super Premium Databases xiv. Super Select Databases xv. ResultsPlus Standard Databases xvl. ResultsPlus Premium Databases xvii. ResultsPlus Allfiles Databases xviii.ResultsPlus Super Allfiles Databases xix. ResultsPlus Select Databases xx. ResultsPlus Super Premium Databases Per Minute Rate $ 1.05 2.85 3.42 6.25 7.50 7.68 7.85 8.50 10.80 11.20 13.50 15.50 16.38 13.83 7.81 10.63 13.50 16.88 19.38 21.43 xxi. Westlaw Tax Time Class Databases 8.25-23.38 Usage charges begin when Subscriber's password is transmitted and end when the session ends. B. Communications Charges. $.22 per minute. Communications charges begin when Subscriber's password is transmitted and end when the session ends - they apply to the entire Westlaw session, excluding offline transmission, offline automated citation checking, Dockets" and the SUBSCRIBER Database (when accessing Westlaw via transactional billing). 7. Transactional Charges A. Search Charges Each search query will incur a search charge. Search charges range from $0 to $230 per search. The search charge applicable to each database is available in the SUBSCRIBER Database. For sales tax purposes only, a percent of each search charge is allocated to communications. Search charges for multiple database searches are discounted as follows: 1 database No discount 2-3 databases 10% discount 4-10 databases 20% 11+ databases N/A ii. Westlaw Legal Calendaring $20.00 per transaction 10/1/11 SAMlnet 137.dot ill. PeopleMap Search Comprehensive Report Core, Asset or Adverse Report Document Find Graphical Expansion West Case Timeline Neighbors/Relatives (Past & Current) ' includes search charges B. Online Find Charges' Find (Primary Law) Find (Secondary Law/Regulations Finds/Display) Find (BNA, RIA) Find (PastStat Loc, State LH, NetScan & StateNet) Find (ResultsPlus) Find (ResultsPlus Briefs/Trial Documents) Find (Briefs and Trial Documents) Find (State Survey) Find (Expert Witness) Find (Dockets) Find (Westlaw Tax) Find (West Court Wires) Find by Title" $50.00 per transaction 149.00 per report ` 100.00 per report ` 25.00 per transaction 25.00 per transaction 20.00 per transaction 5.00 per transaction Charge Per Document $8 16 25 25 50 80 65 200 50-125 15 12-22 10 N/A • Includes Find Charges for Previous Section/Next Section **Find by Title creates a search query which will result in a search charge. No separate Find transactional charge will apply. See SUBSCRIBER Database for detailed pricing. C. Online Citation Checking Charges KeyCite^" $6.25 per citation RIA-Cite 6.25 per citation West CiteAdvisor Citation Formatter 45.00 per document TOA Builder 45.00 per document TOA Builder (with use of formatter) 34.00 per document Brief -Tools Links 30.00 per document Flags 6.50 per citation QuickCite® creates a search query which will result in a search charge. No separate online citation checking charges apply. No offline transmission charges apply. D. QUOTE Charges $ .15 per entry E. Document Display Reports Viewed Documents Viewed $75-$300 per report viewed 5-600 per transaction 8. Offline Transmission Charges A user may elect either per line or per document of0ine transmission billing in the Options Directory. Such election will be effective for all subsequent sessions unless the election is changed. Offline transmission charges apply to all printing and downloading to storage devices and facsimile machines and e-mail via Westlaw functionality, unless otherwise indicated. Rate Rate Per Per Line Document Westlaw Public Records Databases Briefs Selected databases All other databases $ .04 .04 up to .65 .04 $5 20 up to 50 10 9. WestCheck® and find&print.com Charges Citation Service Charge Per Citation KeyCite Table of Authorities QuoteRightTM Find Find (Selected databases) Content Verification No offline transmission charges apply. $6.25 1.00 7.00 13.00 - 225.00 23.00 - 70.00 .50 10. Alert Services Charges WESTCIip Non -continuous Clipping Continuous Clipping BNA Clipping KeyCite PJert Non -continuous Clipping Continuous Clipping KeyRules Alert CapWatch WCW Newsletter Delivery Regulatory Topical Alerts Non -continuous clipping Continuous Clipping $0 4.50 14.00 per day per search per transaction 7.00 per transaction 9.00 per day per transaction 6.00 per transaction 5.00 per transaction 4.00 per transaction 0 4.50 per transaction Database charges apply to the online display of WestClip and Docket Alert results. Find charges and charges associated with documents viewed from KeyCite Alert and Docket Alert results shall apply. Connect time and communications charges do not apply during transactional billing sessions. Offline transmission charges do not apply to WestClip cite lists (excluding BNA) or KeyCite Alert. 11. Westlaw Public Records Charges The Scope screen for each Westlaw Public Records Database lists its database classification for per minute billing. The search charge applicable to each Westlaw Public Records Database is available in the SUBSCRIBER Database. Additional charges for third -party services may apply. The following transaction charges apply in addition to the per minute and transactional charges: Delaware Corporate Records D&B Alert Charge Per Detail Record Viewed $9.00 Charge Per Entry $5.00 The following charges apply in lieu of per minute and transactional charges: Charge Per Document Duns Business Records Plus` Business Record & Full Financial $128.90 Business Information Report (domestic) 110.00 Business Information Report (international) Africa 443.00 Middle East 443.00 Asia Pacific 443.00 Latin America 340.00 Europe 288.00 Canada 144.00 Comprehensive Report 129.50 Family Tree Report 60.10 Business Record & Financial Abstract 60.10 Business Record 35.70 Business Abstract 23.35 Family Member Profile 9.80 Company Relations 2.35 Per company-250 companies maximum (250 companies or more - no additional charge) Branch Locations 2.35 Per location-250 locations maximum (250 locations or more - no additional charge) `Minimum fee of $15.75 per search. 12. Company Profiles Database Charges Index Search $0 Company Profile 35 per report ResultsPlus 40 per report Of0ine transmission charges apply to citations list but do not apply to Company Profiles reports themselves. 10/1/11 SAMlnet 137dof 13. Dockets Charges The following charges apply in lieu of per minute and transactional charges: Search $7 -14 per transaction View document 5 per document Update document 2 - 8 per document Dockets Alert 5 per transaction Multi -Base Searches 20 - 145 per transaction Docket Tracking 2-10 per transaction Case Calendaring Information Update 2 per transaction Tracking Service 1 per transaction Integration Service 1 per transaction Document retrieval services At then -current rates Limit of 99 alerts/tracks per password 14. PDF Charges Attorney Medical Advantage Blaussen Medical Illustration Standard Collection 250.00 Premier Collection 275.00 Expedan Reports 8.00-44.95 Briefs/Trial Docs/State Surveys 65.00 DE Chancery Docket 65.00 Deed Image 25.00 Dockets PDF 4.00 Expert Witness/Courtroom Transcripts 65.00 Legal Due Diligence Reports 200.00 Investext 9.95 Real Property Parcel Maps 15.00 Patent Image 3.00 ResultsPlus Investext 14.95 (Each additional page) 9.95 No offline transmission charges apply. $225.00 per image per image per image per report per image per image per image per image per image per image per page per image per image per 1st page per page 15. West Batch Processing Charges of $ .05 - $2.00 per row shall apply in lieu of per minute or transactional charges. Any users of West Batch Processing must be credentialed prior to accessing. 16. Westlaw Doc & Form Builder Westlaw Doc & Form Builder $10.00-$95.00 per document Plan: 2 WestlawPRO' for State and Local Government Agencies: P.atagraplis 177 through 22 belowset forth charges ilia apply] tbWestla@iNext. Not all content! and iFeatures are] accessible, via I WestlawNext: Upon accessing next.westlaw.com, a user may elect either per minute or transactional billing in Preferences. Such billing election will be effective for all subsequent sessions unless the election is changed. The SUBSCRIBER link in the Tools tab lists the per minute, transactional and offline transmission charges for a multiple content categories. 17. Per Minute Charges A. Home, Content and Topical Pages $4.00 per minute B. Viewing a Search Result List $8.00 per minute C. Per Minute Charges for Viewing Full Text Documents Range from $9.34 per minute to $45.34 per minute. D. Communications Charges $.22 per minute Communications charges apply to sessions when per minute billing is selected. They begin when a password is transmitted and end when the session ends - they apply to the entire WestlawNext session. 18. Transactional Charges A. Search Charges $48 per search Each search query will incur a search charge. B. Document Display Charges Range from $9 to $104 per document Each document display will incur a transactional charge. No offline transmission charges apply. C. Online Citation Checking Charges KeyCite $9.00 per citation D. Docket Charges The following charges apply in lieu of per minute and transactional charges*: Document Display Docket PDF Document Update DE Court of Chancery PDF View Document from Alert $9.00 per document $4.00 per image $2.00-$8.00 per document $69.00 per image $5.00 per document See Pricing Guide for additional details. 19. Fotdering Documents in folders may be accessed at no charge for 12 months after the initial chargeable view. In transactional billing sessions, the initial chargeable view occurs the first time a document is viewed inside or outside of a folder. For hourly billing sessions, the initial chargeable view occurs the first time a document is viewed within a folder. This initial chargeable view will be charged at the applicable transactional document display charge. Documents viewed in a folder after 12 months will incur the then current WestlawNext transactional document display charge. Hourly billing (including Communications Charges) is suspended while browsing folders. 20. WestlawNext Access Charges Search Document Display KeyCite $10 per search $5 per document display $2 per citation WestlawNext Access Charges will be billed in addition to WestlawNext charges, for those Subscribers that access WestlawNext and have not purchased a WestlawNext subscription, These charges will be billed on a transactional basis for hourly and transactional sessions. 21. Offline Transmission Charges A user may elect either per line or per document offline transmission billing in Preferences. Such election will be effective for all subsequent sessions unless the election is changed. Offline transmission charges apply to all printing and downloading to storage devices and e-mailing via WestlawNext functionality for hourly billing sessions, unless otherwise indicated. Per line charges range from $0.04 to $0.08 Per document charges range from $10.00 to $25.00 22. PDF Charges Briefs Trial Docs/State Surveys Expert Witness/Courtroom Transcripts No offline transmission charges apply. 10/1/11 SAMlnet 69.00 per image 69.00 per image 69.00 per Image 137.dot West LegalEdcenter® Subscriber Agreement AGREEMENT entered into between ("Subscriber'), as defined on the West LegalEdcenter Order Form ("Order Fomi") and West, a Thomson business ("West") regarding West LegalEdcenter, its online continuing legal education service, as follows: 1. License. a. Grant. Subscriber is granted a non-exclusive, non -transferable, limited license to access and use West LegalEdcenter. West LegalEdcenter consists of various West - owned and third party databases, services, functions and "Content", as defined herein (collectively "Features") which may change from time to time. Access to. certain Features may be restricted. Subscriber is also licensed to access and use "Content (as defined herein) made available on West LegalEdcenter for educational purposes and in the regular course of legal and other research and related work. "Content" includes both text -based and multi -media (streaming audio and/or video) content. Subscriber is licensed to download one copy of text -based Content on any single computer for Subscriber's personal, noncommercial use, as long as all copyright and other proprietary notices remain intact and are prominently displayed; and, Subscriber may download and store the text -based Content ("Downloaded Content") to a storage device under Subscribers exclusive control solely (i) to display internally such Downloaded Content (ii) to print out such Downloaded Content only for intemal use and (iii) to quote and excerpt from such Downloaded Content (appropriately cited and credited) by electronic cutting and pasting or other means in memoranda, briefs and similar work. With respect to multi -media Content, Subscriber is licensed to present audibly and/or visibly the audio and/or video signal on any single computer contemporaneous with the transmission of the multi -media Content from West LegalEdcenter and only for each individual West LegalEdcenter user who is registered to access and use Content; and, Subscriber may not download or store the multi -media Content b. Limitations. Subscriber may not sublicense, transfer or otherwise make available any Content to any third party for commercial purposes or financial gain or use Content in any other media or in any other location. Subscriber may not alter or modify Content in any way. Subscriber may not copy, download, scrape, store, publish, transmit, retransmit, distribute, broadcast, circulate, transfer, sell, resell republish, upload, distribute or otherwise use Content, or any portion of Content, in any form or by any means, except (i) as expresslypermitted by this Agreement, (ii) with West's prior written permission, or (iii) if not expressly prohibited by this Agreement, as allowed under the fair use provision of the Copyright Act (17 U.S.C.A. § 107). Subscriber shall not sell, license or distribute Content (including printouts and 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. c. Rights in Content. Except for the license granted in this Agreement, all rights, title and interest in Content, in all languages, formats and media throughout the world, including all copyrights and trademarks, are and will continue to be the exclusive property of West and other contributors ("Contributors"). Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, audio/video clips, and written and other materials that are part of West LegalEdcenter, are copyrights, trademarks, bade dress and/or other intellectual properties owned, controlled or licensed by West. 2. Use of West LegalEdcenter Content Under no circumstances is West providing legal advice via West LegalEdcenter. West LegalEdcenter provides information of a legal nature and is designed for educational and research purposes only. West does not endorse any of the viewpoints contained in any seminar, case or material expressed in or accompanying a seminar. Such viewpoints are solely those of the relevant Contributors and/or the faculty. West takes no responsibility for the timeliness of the information presented in the seminars on West LegalEdcenter. The primary source materials included on West LegalEdcenter are included only for the reference of the West LegalEdcenter user. West takes no responsibility for the accuracy of the information related to continuing legal education ("CLE") requirements in any jurisdiction. Such information is provided only for the convenience of the West LegalEdcenter user. Such CLE requirements information is subject to change without notice, and each user should consult his or her local bar association or continuing legal education board for up-to-date information. 3. Westlaw All usage of Westlaw as a result of linkage from West LegalEdcenter is govemed by the terms and conditions of the Westlaw Subscriber Agreement in effect between Subscriber and West. Subscriber is responsible for all Westlaw charges generated when linking from West LegalEdcenter. 4. Subscriber Privacy and Information a. Password. Subscribers account with West LegalEdcenter is password -protected so that only Subscriber can access it. b. Subscriber Information. Subscriber provides personal information collected through West LegalEdcenter on a voluntary basis through a visible means of data entry or by collecting information using a West LegalEdcenter Registration Form. West LegalEdcenter employs secure sockets layer (SSL) server software to prevent unauthorized access to the information Subscriber submits when purchasing Content and when accessing certain account information of Subscriber. Upon request, West LegalEdcenter will (a) remove Subscriber information from Wesfs intemal systems (with the exception of sales and usage information for business record keeping); (b) correct personal information that Subscriber states is erroneous; or (c) permit Subscriber to "opt out' of further e-mail contact (except notification of major changes to the service) while still allowing Subscriber to access West LegalEdcenter. West is obligated to provide the names and attorney identification numbers and contact information of individual West LegalEdcenter users who view CLE programming to the Contributors and to some state accreditation agencies for their use. West may use and distribute statistics that do not include personally identifiable information that show users' interests and preferences, products sold, traffic patterns and related West LegalEdcenter information to a reputable third party. Personal data provided by Subscriber is delivered electronically to West servers located in the United States. c. IP Logging. West LegalEdcenter logs IP addresses for systems administration and troubleshooting purposes. Subscriber's IP address indicates the location of Subscriber's computer on the Internet. West LegalEdcenter may also gather anonymous information that may be used by West or shared with third parties. This information does not personally identify Subscriber, but may be helpful in improving the services offered. Generally this information is collected through traffic data and may entail the use of cookies, IP addresses, or other numeric codes used to identify a computer. Cookies give West LegalEdcenter users special, random IDs that are small text files, which are stored on the hard drive of a user's computer. West LegalEdcenter employs cookies to recognize Subscriber and Subscriber's access privileges for certain locations on the West LegalEdcenter sites as well as to track site usage. Subscriber can set Subscribers browser to refuse all cookies or to indicate when a cookie is being sent. Subscribers who do not accept cookies from West LegalEdcenter cannot access some areas of West LegalEdcenter. West may, in its sole discretion, perform statistical analysis of the collective characteristics and behavior of West LegalEdcenter users to measure interests in the various areas of West LegalEdcenter (for product development and other business development purposes). d. Third -Party Web Sites. Subscriber should be aware that when Subscriber is accessing West LegalEdcenter, Subscriber could be directed, by selecting links, to other Web sites that are beyond the control of West LegalEdcenter. There may be links to other Web sites from West LegalEdcenter pages that take Subscriber outside of West services. These other Web sites may send their own cookies to West LegalEdcenter users, collect and track data, or solicit personal information. West LegalEdcenter does not endorse the content found on such third -party Web sites. Subscriber assumes sole responsibility for Subscriber's use of third -party links and pointers. e. Discussion Forums and Messages. If Subscriber participates in any discussions on West LegalEdcenter, Subscriber agrees not to use any language that is threatening, abusive, vulgar, discourteous or criminal. Subscriber also agrees not to post or transmit information or materials that would violate the rights of a third party, including but not limited to copyrights, or which would contain a virus or other harmful component. Whenever Subscriber gives out information online including, the posting of a message to a discussion group, such information can be collected and used by people Subscriber does not know. West LegalEdcenter cannot control the acts of users who use the interactive Features of West LegalEdoenter. Subscriber provides personal information, such as name, e-mail address, mailing address, and phone number during such use at Subscribers own risk, as they may be used by other parties outside of West LegalEdcenter for unsolicited e-mail or other contact. By publishing, uploading or submitting any materials to West LegalEdcenter, including messages posted in West LegalEdcenter discussion groups or chat rooms, Subscriber automatically grants (or warrants that the owner of such rights has expressly granted) West a perpetual, royalty - free, irrevocable, nonexclusive right and license (with the right to grant sublicenses) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute such materials, incorporate such material and otherwise exploit all data or information Subscriber publishes on West LegalEdcenter into any form, medium or technology, now known or later developed. Subscriber further agrees that all such communications Subscriber makes to West LegalEdcenter shall not be deemed confidential. Subscriber shall remain solely responsible for the content of Subscribers messages, regardless of the content of such messages. By Subscribers acceptance of these terms and conditions Subscriber agrees to waive all recourse against West for any alleged or actual infringement or misappropriation of any proprietary or confidential publications or communications to West LegalEdcenter. f. Use of Subscriber Data by West. West does not monitor, edit, or disclose the contents of any e-mail or other communication with West LegalEdcenter unless required in the course of nominal maintenance or operation of West LegalEdcenter and its systems or unless required to do so by law or in the good faith belief that such action is necessary to (a) compy with the law or comply with legal process served on West; or (b) protect or defend the rights or property of West. West cannot guarantee the security of any information Subscriber discloses online, and Subscriber does so at Subscribers own risk. 5. Charges. Charges payable by Subscriber for access to West LegalEdcenter ("West LegalEdcenter Charges') will be as stated in the West LegalEdcenter Order Form, on westiegaledcenter.com or as otherwise agreed upon in writing by the parties. West LegalEdcenter Charges may be modified upon at least 30 days prior notice to Subscriber in writing or online. Charges are .exclusive of sales, use, value added tax (VAT) or equivalent, ad vatorem, personal property and other taxes, which are the responsibility of Subscriber. Subscriber will pay all invoices in full within 30 days of receipt. If full payment is not made, Subscriber may be charged up to the maximum legal interest on any unpaid balance. 6. westlegaledcenter.com. westlegaledcenter.com is an Internet -based service that provides access to West LegalEdcenter. West grants Subscriber a non-exclusive, non -transferable, limited license to use westlegaledcenter.com (including all versions and updates). Subscriber may not reverse engineer, decompile, disassemble or otherwise attempt to discem the source code of the components of westiegaledcenter.com nor may Subscriber reproduce all or any portion of the components of westlegaledcenter.com. Subscriber may use Content cached in Subscriber's local disk drive solely in support of its use of westlegaledcenter.com. Certain software used by Subscriber may not be capable of supporting westlegaledcenter.com. The performance of westlegaledcenter.com varies with the manufacturers' equipment and networking (including without timitalon the Internet and the World Wide Web) with which it is used. 7. Disclaimer of Warranties and Limitation of Liability. West and its Contributors do not warrant that access to West LegalEdcenter will be uninterrupted or error free. The availability of Content depends on many factors, including West's connection to the Internet, Subscriber's connection to the Internet, the availability of the Internet and the Internet backbone, and equipment. Subscriber assumes the entire risk as to the quality and performance of West LegalEdcenter and the accuracy or completeness of any information about state CLE requirements. West makes no representation that Content on West LegalEdcenter is appropriate or authorized for use in all countries, states, provinces, counties, or any other jurisdiction. WEST LEGALEDCENTER DOES NOT IN ANY WAY OPERATE, CONTROL OR ENDORSE ANY PRODUCTS, SERVICES OR CONTENT APPEARING ON WEST LEGALEDCENTER FROM WEST'S CONTRIBUTORS. SUBSCRIBER UNDERSTANDS AND AGREES THAT WEST DOES NOT WARRANT OR GUARANTEE THAT CONTENT OF ANY KIND OR FROM ANY SOURCE AVAILABLE FOR DOWNLOADING THROUGH WEST LEGALEDCENTER WILL BE FREE OF INFECTION, VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE OR DEFECTS THAT MAY MANIFEST HARMFUL AND DESTRUCTIVE PROPERTIES. FURTHERMORE, WEST DOES NOT WARRANT THAT THE FEATURES WILL BE UNINTERRUPTED OR ERROR -FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT WESTLEGALEDCENTER.COM OR THE SERVER(S) THAT MAKES WEST LEGALEDCENTER AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WEST LEGALEDCENTER AND CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, CORRECTNESS, RELIABILITY AND DELAYS. SUBSCRIBER SHALL BEAR THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. THE CLE CREDIT TRACKING SECTION OF WEST LEGALEDCENTER MAY CONTAIN INFORMATION SUBSCRIBER HAS PROVIDED TO WEST LEGALEDCENTER REGARDING CLE COURSES THAT ARE EXTERNAL TO WEST LEGALEDCENTER. ALTHOUGH WEST LEGALEDCENTER WILL MAINTAIN A RECORD OF THIS INFORMATION, WEST LEGALEDCENTER IS NOT RESPONSIBLE FOR CONFIRMING WHETHER AN EXTERNAL COURSE ATTENDED BY ANY WEST LEGALEDCENTER USER WAS ACTUALLY ACCREDITED FOR CONTINUING LEGAL EDUCATION IN ANY JURISDICTION OR WHETHER THAT USER IN FACT EARNED THOSE CREDITS. WEST IS NOT LIABLE FOR ANY MISINFORMATION. OMISSION OR MISSTATEMENT ARISING FROM THE CREDITS RECORDED AND MAINTAINED IN THE CREDIT TRACKING SECTION. UNDER NO CIRCUMSTANCES SHALL WEST BE LIABLE TO SUBSCRIBER AND/OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, ARISING FROM THE USE OF WEST LEGALEDCENTER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, CONTENT ON WEST LEGALEDCENTER, EVEN IF WEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WEST'S TOTAL LIABILITY TO SUBSCRIBER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY SUBSCRIBER, IF ANY, FOR ACCESSING THE WEST LEGALEDCENTER. 8. Responsibility for Certain Matters, Subscriber may access West LegalEdcenter from additional Subscriber locations upon prior notice of such location. Subscriber is responsible for notifying West in writing of persons to whom West LegalEdcenter passwords are to be issued or from whom passwords are to be revoked. Subscriber is solely responsible for maintaining security of West LegalEdcenter passwords. Subscriber is also responsible for all access to and use of West LegalEdcenter, including Features, Content and westfegaledcenter.com by Subscriber's personnel or West LegalEdcenter passwords, whether or not Subscriber has knowledge of or authorizes such access and use. 9. Limitation of Claims. Except for claims relating to West LegalEdcenter Charges or improper use of West LegalEdcenter, Features, Content or westlegaledcenter.com, no claim, regardless of form, which in any way arises out of this Agreement, may be made, such claim brought, under this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it. 10. Term and Termination. This Agreement will become effective upon approval and acceptance by West in St. Paul, Minnesota, and will continue in force until terminated by 8/1/05 SAM!net either party upon at least 30 days prior written notice of termination to the other party. West may terminate this Agreement immediately upon giving written notice of termination to Subscriber if Subscriber commits a material breach of any obligation to West under any other agreement between the parties. Subscriber may terminate this Agreement immediately upon giving written notice of termination to West after receiving notice of an amendment (as permitted under paragraph 11) which contains new terms that materially alter the terms of this Agreement and are unacceptable to Subscriber or either party may terminate this Agreement immediately upon giving written notice of termination to the other party if the other party commits a material breach of this Agreement. 11. Effect of Agreement. This Agreement (which includes all current and future Order Forms and the like) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. Except as otherwise provided in this Agreement, West may amend the terms and conditions of this Agreement by giving Subscriber at least 30 days prior written or online notice. Any other amendment must be in writing and signed by both parties. 12. Force Majeure. West's performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any govemment, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute. inability to obtain necessary supplies and the like. 13. Notices. Except as otherwise provided herein, all notices must be in writing to West at 610 Oppemian Drive, P.O. Box 64833, St. Paul, Minnesota 55164-1803, Attention: Customer Service, and to Subscriber at the address set forth on the Order Foam. 14. General Provis�s. Th Aregrregt will be governed by and construed under the law of the state oL t regard to confl}cts of w rovsigns. The parties agree that the state and federal courts sitting in-mi&Os�ft a1'tfd e rosive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts. Neither this Agreement nor any part or portion may be assigned, sublicensed or otherwise transferred by Subscriber without West's prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. „viz' C Name (please print) A 4- /- D < • 1-1. i;09 Tile ( . f A+ _ Date L-- `�' - (!� / Firm Name i - Y c /u C ``�! U f ti Address .'_24-!7a1 (T 11 Ji'.r_1 / t, 79/)r-L a_Ch. Cat Qr cg Contact L. L 7 bf p C n I Aks. Telephone 4 4 -, 3/3Sales Representative Subscriber /6( Signature 300. dot