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13-038.00 West LawV VYES O Order Notification AThomason Reuters business Contact your representative leticia .wessel @thomsonreuters.com with any questions. Thank you. Order ID: 416177 Subscriber Information ' Account Address: Shipping Address: Billing Address: Account #:1003291755 Account #:1003291755 Account #:1003291755 SPOKANE VALLEY SPOKANE VALLEY SPOKANE VALLEY CARY DRISKELL CARY DRISKELL CARY DRISKELL 11707 E SPRAGUE AVE STE 106 11707 E SPRAGUE AVE STE 106 11707 E SPRAGUE AVE STE 106 SPOKANE VALLEY, WA 99206 SPOKANE VALLEY, WA 99206 SPOKANE VALLEY, WA 99206 US US US 509 - 928 -5124 509 - 928 -5124 509 - 928 -5124 Payment and Shipping Information Additional Information Payment Method: Payment Method: WestAccount Account Number: 1003291755 Shipping Information: Shipping Method: FREE Ground Shipping - U.S. Only Order Contact Information Created By: 0081137 Order Source: 27 Revenue Channel: 01 Order Date: 3/4/20131:20:27 PM P.O. Number: Additional Data B: 2 Susan Bullock Susan Bullock Susan Bullock Internal Comments sbullock@spokanevalley.org sbu.l,lock@spokanevalley.org sbullock@spokanevalley.org ■ Worksheet Custom Pro:https:/ /ordermation. west. thomson. com /esigs /of.aspx? pordergroupid= d9f7ec2l- aa31- 4e90 -b520- a0e718b3f821 &pfv =true ■ OF Ver: https : / /ordermation.west.thomson .com /esigs /ofversion.aspx ?pfv = true &ordergroupid = 32997411 -e6df- 4722 -ac67- 0 e 8335604faf& i sofvi ew =ye s I New Products - WestlawPRO /CD/WLEC /Other 1 1 Government Select Level 2 States (WestlawNext rm;) (Banded) 40988753 Modules to include in Custom PRO: Contact Contact First Name Last Name Email Address Phone Description Number Susan Bullock Susan Bullock Susan Bullock Internal Comments sbullock@spokanevalley.org sbu.l,lock@spokanevalley.org sbullock@spokanevalley.org ■ Worksheet Custom Pro:https:/ /ordermation. west. thomson. com /esigs /of.aspx? pordergroupid= d9f7ec2l- aa31- 4e90 -b520- a0e718b3f821 &pfv =true ■ OF Ver: https : / /ordermation.west.thomson .com /esigs /ofversion.aspx ?pfv = true &ordergroupid = 32997411 -e6df- 4722 -ac67- 0 e 8335604faf& i sofvi ew =ye s I New Products - WestlawPRO /CD/WLEC /Other 1 1 Government Select Level 2 States (WestlawNext rm;) (Banded) 40988753 Modules to include in Custom PRO: 40982582 Primary Law with KeyCite®: All — Washington (WestlawNextTM;) 40980908 Bill and Regulation Tracking Federal Plus all 50 States (WestlawNextTM;) 40980367 Federal Primary Law Library (WestlawNextTm;) 40980567 Legislative History — Washington (WestlawNextTM;) 40981673 Municipal Law Practitioner Core - Washington (WestlawNextTM;) 40981628 RegulationsPlus (WestlawNeXtTM; PRO) 40982186 Washington Practice Series (WestlawNextT"";) Monthly Charges ( "Monthly Charges ") are billed on the date West processes Subscriber's order and continue for a minimum of 12 complete calendar months ( "Minimum Term "). Upon conclusion of the Minimum Term, charges for CD -ROM products are billed thereafter at then - current rates. If Subscriber elects a longer Minimum Term the Monthly Charges for WestlawPRO and /or West LegalEdcenter products will be billed 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 3% over the Monthly Charges for the initial 12 months and the Monthly Charges for the third 12 months not to increase by more than 3% over the Monthly Charges for the second 12 months. Order Subtotal: N/A * Estimated Tax: TBD Order Total: $0.00 Products Under 36 month contract term: $664.24 ** Billed Monthly Total: $664.24 * 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. Lapse Subscriptions WA MUNICIPAL PRACTITIONER CORE 0113433357 40456925 WESTLAW WA PRACTICE SERIES WESTLAWPRO FED BILL® TRACKING WL PRO REGULATIONS PLUS 0113433351 30303542 0114683433 30302336 0114683435 40454961 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 NoteBookfT'imeline /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 and Form Builder subsciption, West will provide Subscriber access to and the ability to export related Westlaw Doc and Form Builder Data for 180 days at no charge. After a commercially reasonable time has passed, but no less than 180 days after the termination of this agreement, West will delete such Westlaw Doc and Form Builder Data. 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. 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 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 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. General Provisions for Government Subscribers Only. This Order Form is subject to approval by West in St. Paul, Minnesota, and is governed by the laws of Subscriber's state. The courts sitting in Subscribers state will have exclusive jurisdiction over any claim arising from or related to this agreement. If Subscriber is a U.S. Federal Government subscriber, this Order Form is governed by the laws of the United States of America. Applicable sales, use, personal property, value added tax (VAT) or equivalent, ad valorem and other taxes are payable by Subscriber. This Order Form is non - transferable. Transportation and handling (FOB origin) will be added to print products. 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. Charges for Westlaw and West LegalEdcenter products 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, return all unpaid print/CD -ROM products and updates) Exception Order number E66978 For questions regarding this order, please contact West Customer Service at 1- 800 - 328 -4880. Signature for Order ID: 416177 The Research Subscriber Agreement (located at http : / /legalsoIutions.com /research- subscriber- agreement, the terms and conditions applicable to CD -ROM Libraries with Westlaw access (located at http: // legalsolutions .com /cd- rom- prodoc- addendum), the applicable Schedule A price plan (located at http: / /Iegalsolutions.com /schedule -a- westlaw) (for WestlawPRO and /or CD -ROM Libraries products), and /or the West LegalEdcenter Subscriber Agreement (located at http: l /Iegalsolutions.com /west- legaledcenter- subscriber - agreement) (for West LegalEdcenter products), and /or the Online Practice, Compliance, Storage Solutions Subscriber Agreement (located at http: / /Iegalsolutions.com /online- storage - solutions- subscriber - agreement) and the applicable Schedule A price plan (located at http: /llegalsolutions.com /schedule -a- concourse - firm - central- caselogistix) individually or jointly, as applicable, ( "Subscriber Agreement and Schedule ") is /are hereby Incorporated by reference and made part of this Order Form. In the event there Is a conflict between the terms and conditions of the Subscriber Agreement and Schedule and the terms and conditions of this Order Form, 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 and Schedule and this Order Form. C�1 Ic�IG ev ignature of Auth ized Representative for order Title Pf- rinted Name Date © 2013 West, a Thomson Reuters business. All rights reserved. a 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, USB 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 writing. 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 Library(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 internal 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 partyoontent, services, functions and remotely - accessed gateways (collectively "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 Terms 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 internal 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 be 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 terms 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 5/11/110 SAM Westi' W. Part of 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 (collectively "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 westlaw.com and 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 Subscriber reproduce all or any portion of the components of Internet Based Services. Subscriber may use Westlaw Data cached in Subscriber's 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 Subscriber 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 full 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 parry 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 consumer's 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. § Al net 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 Act ( "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 terms 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 government 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 government 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 Directorr. Subscriber may use Wesdaw 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 notifying West in writing 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 Wesdaw 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 (i) 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 (iii) 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 giving 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 giving 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 are unacceptable 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 government, 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 Form. 15. General Provisions. This Agreement will be governed by and construed under the law of the state of Minnesota, U.S.A. without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Minnesota will have exclusive 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 part 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 attribution to Subscriber. 5/1/10 SAMI net 41.dot