IMPORTANT! PLEASE READ:

For those customers purchasing a software license, the below End-User License and Optional Software & Customer Support Subscription Agreement applies to you.

For those customers purchasing a software subscription, the Software Subscription Agreement (immediately following the End-User License) applies to you.

**If you have any questions as to which agreement is applicable, please contact LexisNexis at (904) 273-5000.**
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The following End-User License and Optional Software & Customer Support Subscription Agreement shall only apply to those customers purchasing a software license with an optional software & customer support subscription:

END-USER LICENSE AND OPTIONAL SOFTWARE & CUSTOMER SUPPORT SUBSCRIPTION AGREEMENT
LexisNexis® CaseMap®, CaseMap® Suite, CaseMap® & TimeMap® Bundle, TimeMap®, TextMap®, NoteMap®, DepPrep®, and BatesStamper

THE TERMS OF THIS END-USER LICENSE AND OPTIONAL SOFTWARE & CUSTOMER SUPPORT SUBSCRIPTION AGREEMENT (“AGREEMENT”) MAY HAVE CHANGED FROM PREVIOUS END USER LICENSE AGREEMENTS. PLEASE READ THIS AGREEMENT IN ITS ENTIRETY.

IMPORTANT – READ THESE TERMS CAREFULLY BEFORE ACCESSING THE SOFTWARE (DEFINED BELOW). BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND UNDERSTOOD THIS END-USER LICENSE AGREEMENT; (2) YOU ARE AUTHORIZED TO ACCEPT IT; AND (3) YOU AGREE TO ITS TERMS. THE SOFTWARE WILL NOT OPERATE UNLESS YOU HAVE CONFIRMED YOUR ACCEPTANCE OF THESE TERMS BY CLICKING THE “I ACCEPT” BOX BELOW. IF YOU DO NOT ACCEPT THE TERMS CONTAINED HEREIN, CLICK THE “I DO NOT ACCEPT” BUTTON BELOW AND DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

The software licensed under this Agreement consists of the software computer application, programs, modules, plugin, application program interface (if any) and accompanying online, downloadable documentation (collectively “Software”).

1. LICENSE GRANT.
a. Software Product. Subject to the terms and conditions of this Agreement, LexisNexis CourtLink, Inc. (“LexisNexis”) grants you a personal, nonexclusive license to install the Software on an unlimited number of computers providing that you are the only individual using the Software. (For example, you can install the Software on a desktop computer at your place of business and on a computer in your home. However, only you may use the Software installed on each of these computers.) You may not grant others the right to use your license.

If you are an entity, LexisNexis grants you the right to designate one individual within your organization to use the Software in the manner described above. You have no ownership rights in the Software. You have a license to use the Software only in the manner permitted hereunder as long as this Agreement remains in effect.

b. Restrictions and Prohibitions on Use. Except as expressly permitted by Section 1(a), or upon the prior written consent of LexisNexis, you may not, nor permit others to:

(i) copy, print, republish, display, transmit, distribute, sublicense, sell, rent, lease, loan, or otherwise make available in any form or by any means (including electronic media now existing or hereafter developed), all or any substantial portion of the Software;

(ii) provide others access to the Software or any portions thereof;

(iii) use the Software to develop, or as a component of, an information storage or retrieval system, database, info-base, or similar information resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind outside your organization, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;

(iv) create compilations or derivative works of the Software;

(v) use the Software in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of LexisNexis or third parties;

(vi) make any portion of the Software available through any timesharing system, service bureau, the Internet, or any other technology now existing or developed in the future;

(vii) remove, change, or obscure any copyright notice or other proprietary notice or terms of use contained in the Software; or

(viii) remove, disable, or defeat any functionality of the Software.

c. Software Transfer. You may permanently transfer all of your rights under this Agreement, provided the following conditions occur: (i) you retain no copies or prior versions of the Software, (ii) you transfer all of the Software including any media or printed materials, and (iii) the recipient agrees to the terms of this Agreement.

d. Electronic Documents. Solely with respect to the electronic documents included with the Software (e.g., the electronic version of the user guide), you may only make so many copies as reasonably necessary (either in hard copy or electronic form), provided that such copies shall be used only for your sole use and are not republished or distributed to any third party.

2. COPYRIGHT. LexisNexis and its licensors hold exclusive ownership of the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets incorporated in the Software's design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides you with only a limited use license, and does not grant you any ownership or intellectual property rights in the Software.

3. REVERSE ENGINEERING. You agree that you will not attempt to: (i) modify or translate the Software; (ii) decompile or disassemble the Software, (iii) create derivative works based on the Software; (iv) merge the Software with another product; or (v) copy the Software except as expressly permitted by this Agreement.

4. OPTIONAL SOFTWARE AND CUSTOMER SUPPORT SUBSCRIPTION. You have the option to purchase separately a Software and Customer Support Subscription (“Support Subscription”) under the terms contained herein.

4.1 During the Term (defined below), LexisNexis will provide the following computer software support (“Software Services”) to you:

A) Telephone Support. LexisNexis will provide telephone support services for the Software (“Supported Software”) during 9:30 am – 6 pm Eastern Time, Monday – Friday, excluding LexisNexis holidays.

B) Software Problem Resolution. If you report to LexisNexis that the Supported Software does not function according to the user-level documentation for the Supported Software (“Software Problem”) and otherwise comply with Section 4.4 YOUR RESPONISIBILITIES below, LexisNexis will investigate the Software Problem within a reasonable time. LexisNexis will work to correct the Software Problem(s) that can be verified based on the information provided by you utilizing a system that meets the system requirements for the Supported Software. If the investigation confirms the existence of a Software Problem, LexisNexis will use reasonable efforts to correct the Software Problem which may include implementing a temporary work-around. If LexisNexis, in good faith, determines that the Software Problem results from an error in the applicable user-level documentation, LexisNexis may correct the Software Problem by correcting that documentation.

C) Updates. LexisNexis will provide corrections or minor enhancements to a Supported Software product that LexisNexis makes available to you under this Support Subscription, whether in the form of a patch or a module or otherwise as determined by LexisNexis (“Update”) as they become available. You acknowledge that LexisNexis is not obligated to provide any software product which LexisNexis in its discretion designates or markets as a product separate from a Supported Software product (“New Product”) to you under this Agreement, even if a New Product has features or functions similar to those of the Supported Software. LexisNexis will provide you with only one copy of each Update per each valid license held by you for the Supported Software. LexisNexis’s distribution of Updates to you under this Support Subscription does not entitle you to use more copies of the Supported Software product than the number of copies for which you have a valid license. Your possession and use of an Update is otherwise subject to the terms of the license for the Supported Software to which the Update pertains

4.2 During the term of the Support Subscription, LexisNexis’s obligation to provide Software Services extends only to the release you currently license of each Supported Software product installed on hardware and, if applicable, operating system and other software configured according to the applicable specifications for the Supported Software. LexisNexis is not obligated to provide Software Services for any Supported Software that has been altered other than by LexisNexis or not at LexisNexis’s direction.

4.3 LexisNexis retains the right to change or modify change the Software Services at any time and from time to time on six months’ written notice to you.

4.4 YOUR RESPONSIBILITIES.
4.4.1 The Software Services do not include, and you must provide at your expense: (i) installation, testing, and operation of the Supported Software and all Updates; (ii) isolation and documentation of Software Problems; (iii) intranet resources, backup and restoration of your systems; and (iv) modems and Internet access for LexisNexis’s remote access and diagnosis of Software Problems, when necessary.

4.4.2 You must order the same level of Software Services for each copy of the Supported Software you are licensed to use and you are responsible for all products provided by third parties, whether or not LexisNexis recommended them or assisted in their evaluation, selection, or supervision. The failure of those products or their respective suppliers to meet you requirements will not affect either party’s obligations under this Agreement.

4.5 FEES AND PAYMENT FOR SUPPORT SUBSCIPTION.
4.5.1 LexisNexis shall charge you its applicable rates for Software Services which are due and payable at the beginning of the Term. LexisNexis may change these fees effective for the next succeeding renewal term by giving you written notice (which may be in the form of an invoice) at least 30 days before the next succeeding renewal term. Unless otherwise stated, the fees for the Software Services do not include any taxes relating to those Software Services, such as sales, use, or excise taxes. You shall pay all taxes relating to the Software Services except for LexisNexis’s corporate income or franchise taxes.

4.5.2 In the event LexisNexis sends you an invoice for the Software Services, you shall pay LexisNexis the net amount of each invoice in United States dollars within 30 days after the date of the invoice. If you fail to pay any invoiced amount when due, LexisNexis may charge you interest on the unpaid balance from the date of the invoice until the date paid at a rate equal to 1.5% per month or the highest rate permitted by law, whichever is lower. In the event you pay the fee for Software Services by credit card, LexisNexis will send you a receipt confirming the amount paid and date of expiration of the Term.

4.6 TERM AND TERMINATION OF SUPPORT SUBSCRIPTION.
The initial term of this Support Subscription begins and ends on the dates referenced on the invoice, receipt, or proposal whichever the case may be (“Term”). After the initial term and upon the mutual agreement of LexisNexis and you, this Support Subscription may be continued for successive one year renewal terms; however, you may terminate this Support Subscription during a Term upon 30 days written notice to LexisNexis with respect to a Supported Software if LexisNexis has changed the Software Services for the Supported Software in a manner that is materially adverse to you. Further, LexisNexis may terminate this Support Subscription upon 30 days notice to you in the event LexisNexis no longer provides Support Services for the Supported Software, in which case LexisNexis will refund any prepaid but unused fees to you on a pro-rata basis.

4.7 WARRANTY DISCLAIMER OF SUPPORT SUBSCRIPTION.
4.7.1 EXCEPT AS SPECIFICALLY SET FORTH IN THIS SUPPORT SUBSCRIPTION, LEXISNEXIS DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF PERFORMANCE OR DEALING, TRADE USAGE, OR OTHERWISE. LEXISNEXIS WILL NOT HAVE ANY OBLIGATION OR BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN ANY SUPPORTED SOFTWARE PRODUCT OR UPDATE. LEXISNEXIS DOES NOT WARRANT THAT THE OPERATION OF THE SUPPORTED SOFTWARE OR UPDATES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL DEFICIENCIES OR ERRORS CAN BE CORRECTED, OR THAT THE SUPPORTED SOFTWARE (INCLUDING SOFTWARE WHICH LEXISNEXIS CREATES OR MODIFIES FOR YOU) OR ANY UPDATES WILL MEET YOUR SPECIFIC REQUIREMENTS. LEXISNEXIS HAS NO WARRANTY OR SUPPORT OBLIGATION FOR PRODUCTS PROVIDED BY THIRD PARTIES.

4.7.2 The parties' respective obligations under this Support Subscription are the sole and exclusive remedies for any breach or default under this Support Subscription and for any other claims related to services LexisNexis provides hereunder. If LexisNexis does not perform Software Services or any other services consistent with this Support Subscription, LexisNexis’s sole obligation will be to re-perform those services. If LexisNexis determines that re-performing those services is not practical under the circumstances, you will be entitled to a refund of that portion of the maintenance fee for those services.

4.8 If either party’s performance of any of its respective obligations under this Support Subscription is interrupted or delayed by events beyond its reasonable control, including acts of God, acts of war, riots, civil commotion, acts of any subdivision or instrumentality of federal, state, or local government, fires, floods, strikes, or failures of suppliers to meet commitments, the affected party shall be excused from that performance for such time as is reasonably necessary after the event has occurred for the effects of the event to have dissipated. In this event, LexisNexis will provide you with a pro-rata credit for that portion of time that LexisNexis was unable to perform.

4.9 ADDITIONAL TERMS.
The provisions in Sections 7 and 10 below shall also apply to your Support Subscription.

5. LIMITED SOFTWARE WARRANTY.
LexisNexis warrants for a period of 30 days after purchase that the Software will operate substantially in accordance with the documentation provided, unless performance problems are the result of hardware failure or improper use. If the Software does not so operate, your exclusive remedy and LexisNexis's sole obligation under this warranty shall be, in LexisNexis’s sole discretion, either to replace the Software, to provide you with a bug fix or patch, or to refund the purchase price paid for the Software. This warranty shall only apply to the first copy of the Software licensed by you. You also acknowledge and agree you may have to enter into a renewed version of this Agreement in the event you want to download, install or use a new version of the Software. UNDER THE TERMS OF THIS LICENSE, YOU WILL NOT BE ENTITLED TO AND LEXISNEXIS IS NOT OBLIGATED TO PROVIDE, ANY FUTURE SOFTWARE POINT RELEASES OR UPGRADES. SOFTWARE SUPPORT MAY BE AVAILABLE FOR A FEE UNDER THE TERMS OF THE OPTIONAL SOFTWARE AND CUSTOMER SUPPORT SUBSCIPTION AGREEMENT IN SECTION 4 ABOVE. IF YOU ARE INTERESTED IN OBTAINING SOFTWARE SUPPORT, PLEASE CONTACT LEXISNEXIS AT 5000 SAWGRASS VILLAGE CIRCLE, PONTE VEDRA BEACH, FL 32082, (904) 273-5000.

IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE FOR THE PURPOSE OF EVALUATING IT, LEXISNEXIS DOES NOT PROVIDE YOU WITH A WARRANTY OF ANY KIND, AND YOU ACCEPT THE PRODUCT "AS IS."

6. SOFTWARE WARRANTY DISCLAIMERS.
LEXISNEXIS EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LEXISNEXIS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE INCLUDING UPDATES AND SOFTWARE WHICH LEXISNEXIS CREATES OR MODIFIES FOR YOU WILL MEET ANY PARTICULAR REQUIREMENTS OR NEEDS YOU MAY HAVE, THAT THE SOFTWARE WILL OPERATE UNINTERUPTED AND ERROR-FREE, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM, SYSTEM OR APPLICATION. YOUR USE OF THE SOFTWARE IS AT YOUR OWN RISK.

7. LIMITATION OF LIABILITY.
     7.1 INDEPENDENT OF THE FOREGOING PROVISIONS AND SECTION 4.7, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL LEXISNEXIS, ITS PARENT, AFFILIATES, OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF LEXISNEXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER LOCAL LAW, CERTAIN LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM STATE TO STATE. IN NO EVENT SHALL LEXISNEXIS'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE, OR IN THE CASE OF SOFTWARE SERVICES, EXCEED THE TOTAL AMOUNT PAID TO LEXISNEXIS BY YOU FOR THE PRECEDING TERM OF THE SUPPORT SUBSCRIPTION.

     7.2 You and LexisNexis acknowledge that this Agreement, including Sections 4.7.1 and 4.7.2 (if applicable), 7.1 and 7.2, fairly allocates risks and responsibilities between you and LexisNexis and are an essential element to this Agreement.

8. UNITED STATES GOVERNMENT USE. LexisNexis represents that the Software and its documentation were developed at private expense and no part of same is in the public domain. The Software is Commercial Computer Software provided with RESTRICTED RIGHTS under the Federal Acquisition Regulations and agency supplements to them. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 252.227-7013 et. seq. or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at DFAR 52.227-19, as applicable.

9. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to export controls under applicable export control regulations, including without limitation, the U.S. Export Administration Regulations (“Export Controls”). You agree that you will not export, directly or indirectly, re-export, divert or transfer the Software or any materials, items or technology relating to LexisNexis’s and/or its licensor’s business or related technical data or any direct product thereof to any destination, company, or person restricted or prohibited by Export Controls and you represent that you are not such a company or person. LexisNexis makes no representation that the Software is appropriate or available for use outside the United States. You are prohibited from accessing the Software if such access or use is illegal or prohibited in your jurisdiction or country.

10. MISCELLANEOUS.
     10.1 LexisNexis (or its licensor, if applicable) retains sole title to and ownership of the Software and all components, all related information furnished to you under this Agreement, and all related copyrights.

     10.2 Except as LexisNexis otherwise agrees in writing, LexisNexis furnishes products and services to you under this Agreement on a non-exclusive basis. LexisNexis may directly or indirectly furnish the same or similar products and services to other parties doing business within or outside the vertical, horizontal, or geographic markets in which you do business.

     10.3 All notices required or permitted under this Agreement shall be in writing and shall be delivered by any method providing for proof of delivery, except that any notice other than a notice of default or notice of termination may be delivered by facsimile transmission if the original document is also promptly delivered to the recipient. Any notice shall be deemed to have been given on the date of receipt. Notices to LexisNexis shall be sent to the address listed above with a copy to LexisNexis, Attention: Customer Contract Notices, 9443 Springboro Pike, Miamisburg, OH 45342. Notices to you shall be sent to the address LexisNexis has on record.

     10.4 Each party shall submit requests for approvals, consents, and waivers to the other party in writing in a timely manner. No approval, consent, or waiver under this Agreement shall be enforceable unless set forth in a writing signed by an authorized representative of the granting party. A waiver of a default of any term of this Agreement shall not be construed as a waiver of any succeeding default of that term or as a waiver of the term itself. A party's performance after the other party's default shall not be construed as a waiver of that default. No approval, consent, or waiver shall be deemed to have been given by implication and neither party shall be liable for delays in responding to, failures to respond to, or denials of those requests.

     10.5 Each term of this Agreement is severable. If a court, agency, or arbitrator having jurisdiction determines that any term is unenforceable under applicable law, that determination shall not affect the enforceability of the other terms of this Agreement.

     10.6 This Agreement constitutes the complete agreement between the parties concerning this subject, and supersedes all earlier oral and written communications between the parties with respect to this subject. This Agreement also supersedes (i) all affirmations, representations, and warranties made by either party's agents, employees, and representatives, except to the extent they are expressly stated in this Agreement, and (ii) the preprinted terms of any purchase order, confirmation, invoice, or similar document. This Agreement may only be modified in a writing signed by both parties or through a subsequent LexisNexis click-wrap agreement.

     10.7 Neither party shall assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that LexisNexis may assign this Agreement to an affiliate and may delegate its duties to one or more subcontractors. Any assignee or delegatee shall be subject to the same obligations, restrictions, and limitations to which the assignor or delegator is subject, and no assignor or delegator shall be released from liability under this Agreement by reason of any such assignment or delegation. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

Should you have any questions concerning this License Agreement, Limited
Warranty, optional Support Subscription or if you desire to contact LexisNexis for any reason, please submit all correspondence in writing to LexisNexis: 5000 SAWGRASS VILLAGE CIRCLE, PONTE VEDRA BEACH, FL 32082.

LexisNexis and the Knowledge Burst logo are registered trademarks of Reed Elsevier Properties, Inc., used under license. CaseMap, TimeMap, TextMap, NoteMap, and DepPrep are registered trademarks of LexisNexis CourtLink, Inc. Copyright 2006, LexisNexis, a division of Reed Elsevier Inc.
October 20, 2006

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The following Software Subscription Agreement only applies to those customers purchasing a software subscription:

Software Subscription Agreement
LexisNexis® CaseMap®, CaseMap® Suite, CaseMap® & TimeMap® Bundle, TimeMap®, TextMap®, NoteMap®, DepPrep®, and BatesStamper

PLEASE READ THIS SUBSCRIPTION AGREEMENT (“SUBSCRIPTION AGREEMENT”) IN ITS ENTIRETY. BY CLICKING THE “I ACCEPT” BOX BELOW, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND UNDERSTOOD THIS SUBSCRIPTION AGREEMENT; (2) YOU ARE AUTHORIZED TO ACCEPT IT; AND (3) YOU AGREE TO ITS TERMS. IF YOU DO NOT ACCEPT THE TERMS CONTAINED HEREIN, CLICK THE “I DO NOT ACCEPT” BUTTON BELOW.

The software licensed under this Subscription Agreement consists of the software computer application, programs, modules, plugin, application program interface (if any) and accompanying online, downloadable documentation (collectively “Software”).

1. SUBSCRIPTION LICENSE GRANT.
a. Subject to the terms and conditions of this Subscription Agreement, LexisNexis CourtLink, Inc. (“LexisNexis”) grants you a limited, nonexclusive license to use the Software. Use of the Software is further limited by the number of seats (“Subscription Seats”) you have subscribed. You are permitted to install and use the Software on an unlimited number of computers providing that the number of individual(s) using the Software does not exceed the number of Subscription Seats. (For example, you can install the Software on multiple desktop computers at your place of business; however, use by individuals of the Software on those computers is limited to the number of Subscription Seats purchased.)

b. Restrictions and Prohibitions on Use. Except as expressly permitted by Section 1(a), or upon the prior written consent of LexisNexis, you may not, nor permit others to:

(i) copy, print, republish, display, transmit, distribute, sublicense, sell, rent, lease, loan, or otherwise make available in any form or by any means (including electronic media now existing or hereafter developed), all or any substantial portion of the Software;

(ii) provide others access to the Software or any portions thereof;

(iii) use the Software to develop, or as a component of, an information storage or retrieval system, database, info-base, or similar information resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind outside your organization, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;

(iv) create compilations or derivative works of the Software;

(v) use the Software in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of LexisNexis or third parties;

(vi) make any portion of the Software available through any timesharing system, service bureau, the Internet, or any other technology now existing or developed in the future;

(vii) remove, change, or obscure any copyright notice or other proprietary notice or terms of use contained in the Software; or

(viii) remove, disable, or defeat any functionality of the Software.

c. Electronic Documents. Solely with respect to the electronic documents included with the Software (e.g., the electronic version of the user guide), you may only make so many copies as reasonably necessary for each Subscription Seat (either in hard copy or electronic form), provided that such copies shall be used only for your sole use and are not republished or distributed to any third party.

2. COPYRIGHT. LexisNexis and its licensors hold exclusive ownership of the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets incorporated in the Software's design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Subscription Agreement provides you with only a limited use license, and does not grant you any ownership or intellectual property rights in the Software.

3. REVERSE ENGINEERING. You agree that you will not attempt to: (i) modify or translate the Software; (ii) decompile or disassemble the Software, (iii) create derivative works based on the Software; (iv) merge the Software with another product; or (v) copy the Software except as expressly permitted by this Subscription Agreement.

4. SOFTWARE SUPPORT.
4.1 As part of your subscription to the Software, LexisNexis will provide the following support and maintenance for the Software (“Software Services”):

A) Telephone Support. LexisNexis will provide telephone support services for the Software during 9:30 am – 6 pm Eastern Time, Monday – Friday, excluding LexisNexis holidays.

B) Software Problem Resolution. If you report to LexisNexis that the Software does not function according to the user-level documentation for the Software (“Software Problem”) and otherwise comply with Section 5 YOUR RESPONISIBILITIES below, LexisNexis will investigate the Software Problem within a reasonable time. LexisNexis will work to correct the Software Problem(s) that can be verified based on the information provided by you utilizing a system that meets the system requirements for the Software. If the investigation confirms the existence of a Software Problem, LexisNexis will use reasonable efforts to correct the Software Problem which may include implementing a temporary work-around. If LexisNexis, in good faith, determines that the Software Problem results from an error in the applicable user-level documentation, LexisNexis may correct the Software Problem by correcting that documentation.

C) Software Version Upgrades and Updates. LexisNexis will provide you with Software version upgrades (“Upgrades”) and/or corrections or minor enhancements such as a patch or module to the Software (“Updates”) as they become available. LexisNexis will provide you with one copy of each Upgrade or Update per each valid Subscription Seat held by you for the Software. LexisNexis’s distribution of Upgrades or Updates to you under the subscription does not entitle you to use more copies of the Software than the number of Subscription Seats for which you have a valid subscription. Your possession and use of an Upgrade or Update is otherwise subject to the terms of the Subscription Agreement for the Software. You acknowledge that this Subscription Agreement does not obligate LexisNexis to provide any additional software products which LexisNexis in its discretion designates or markets as a product separate from the Software (“New Product”), even if a New Product has features or functions similar to those of the Software.

4.2 Effect of Lapse in Software Support. In the event you allow your subscription to lapse and do not renew at the expiration of a Term (defined in Section 9), while you will still retain your license to use the Software under the terms of Section 1; however, LexisNexis shall not be obligated to provide you with any Software Services including Software Problems as well as Updates and Upgrades until such time you enter into a new subscription.

4.3 LexisNexis is not obligated to provide Software Services for any Software that has been altered other than by LexisNexis or not at LexisNexis’s direction.

4.4 LexisNexis retains the right to change or modify the Software Services offered herein at any time and from time to time on sixty days’ written notice to you.

5. YOUR RESPONSIBILITIES.
5.1 The Software Services do not include, and you must provide at your expense: (i) installation, testing, and operation of the Software and all Upgrade and/or Updates; (ii) isolation and documentation of Software Problems; (iii) intranet resources, backup and restoration of your systems; and (iv) modems and Internet access for LexisNexis’s remote access and diagnosis of Software Problems, when necessary.

5.2 You are responsible for all products provided by third parties, whether or not LexisNexis recommended them or assisted in their evaluation, selection, or supervision. The failure of those products or their respective suppliers to meet you requirements will not affect either party’s obligations under this Subscription Agreement.

6. LIMITED WARRANTY.
For as long as you have a current subscription, LexisNexis warrants that the Software will operate substantially in accordance with the documentation provided, unless performance problems are the result of hardware failure or improper use. If the Software does not so operate, your exclusive remedy and LexisNexis's sole obligation under this warranty shall be, in LexisNexis’s sole discretion, either to replace the Software, to provide you with a bug fix or patch, or to refund the purchase price paid for the Software. This warranty shall only apply to the first copy of the Software licensed by you. You also acknowledge and agree you may have to enter into a renewed version of a Subscription Agreement in the event you want to download, install or use a new version of the Software.

IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE FOR THE PURPOSE OF EVALUATING IT, LEXISNEXIS DOES NOT PROVIDE YOU WITH A WARRANTY OF ANY KIND, AND YOU ACCEPT THE PRODUCT "AS IS."

7. WARRANTY DISCLAIMER OF SOFTWARE AND SOFTWARE SUPPORT.
7.1 EXCEPT AS SPECIFICALLY SET FORTH IN THIS SUBSCRIPTION AGREEMENT, LEXISNEXIS DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF PERFORMANCE OR DEALING, TRADE USAGE, OR OTHERWISE. LEXISNEXIS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE, UPGRADE OR UPDATE WILL MEET ANY PARTICULAR REQUIREMENTS OR NEEDS YOU MAY HAVE, THAT THE SOFTWARE, UPGRADE OR UPDATE (INCLUDING SOFTWARE WHICH LEXISNEXIS CREATES OR MODIFIES FOR YOU) WILL OPERATE UNINTERUPTED AND ERROR-FREE, OR THAT THE SOFTWARE, UPGRADE OR UPDATE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM, SYSTEM OR APPLICATION. YOUR USE OF THE SOFTWARE, UPGRADE OR UPDATE IS AT YOUR OWN RISK. LEXISNEXIS WILL NOT HAVE ANY OBLIGATION OR BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN ANY SOFTWARE, UPGRADE OR UPDATE. LEXISNEXIS HAS NO WARRANTY OR SUPPORT OBLIGATION FOR PRODUCTS PROVIDED BY THIRD PARTIES.

7.2 The above is the sole and exclusive remedy for any breach or default by LexisNexis and for any other claims related to services LexisNexis provides herein. If LexisNexis does not perform consistent with this Subscription Agreement, LexisNexis’s sole obligation will be to re-perform those services. If LexisNexis determines that re-performing those services is not practical under the circumstances, you will be entitled to a pro-rata credit of that portion of the subscription fee for those services.

7.3 If either party’s performance of any of its respective obligations under this Subscription Agreement is interrupted or delayed by events beyond its reasonable control, including acts of God, acts of war, riots, civil commotion, acts of any subdivision or instrumentality of federal, state, or local government, fires, floods, strikes, or failures of suppliers to meet commitments, the affected party shall be excused from that performance for such time as is reasonably necessary after the event has occurred for the effects of the event to have dissipated. In this event, LexisNexis will provide you with a pro-rata credit for that portion of time that LexisNexis was unable to perform.

8. FEES AND PAYMENT FOR SUBSCRIPTION.
8.1 LexisNexis shall charge you its applicable rates for the subscription which are due and payable at the beginning of the Term or annually in the event of a multiple year subscription. LexisNexis may change these fees effective for the next succeeding subscription term by giving you written notice (which may be in the form of an invoice) at least 30 days before the next succeeding renewal term. Unless otherwise stated, the fees for the subscription do not include any taxes, such as sales, use, or excise taxes. You shall pay all taxes relating to the subscription except for LexisNexis’s corporate income or franchise taxes.

8.2 In the event LexisNexis sends you an invoice for the subscription, you shall pay LexisNexis the net amount of each invoice in United States dollars within 30 days after the date of the invoice. If you fail to pay any invoiced amount when due, LexisNexis may charge you interest on the unpaid balance from the date of the invoice until the date paid at a rate equal to 1.5% per month or the highest rate permitted by law, whichever is lower. In the event you pay the fee for the subscription by credit card, LexisNexis will send you a receipt confirming the amount paid and date of expiration of the Term.

9. TERM AND TERMINATION OF SUBSCRIPTION.
The initial term of the subscription begins and ends on the dates referenced in the invoice, proposal, or receipt, whichever the case may be (“Term”). After the Term and upon the mutual agreement of LexisNexis and you, this subscription may be continued for successive renewal terms. You may only terminate this subscription during a Term upon 30 days written notice to LexisNexis in the event LexisNexis has changed the Software Services for the Software in a manner that is materially adverse to you. Further, LexisNexis may terminate this subscription upon 90 days notice to you in the event LexisNexis no longer provides Software Services for the Software, in which case LexisNexis will refund any prepaid but unused fees to you on a pro-rata basis.

10. LIMITATION OF LIABILITY.
     10.1 NOTWITHSTANDING THE TERMS CONTAINED IN THIS SUBSCRIPTION AGREEMENT, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL LEXISNEXIS, ITS PARENT, AFFILIATES, OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF LEXISNEXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER LOCAL LAW, CERTAIN LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM STATE TO STATE. IN NO EVENT SHALL LEXISNEXIS'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE SUBSCRIPTION PAID BY YOU FOR THE PRECEDING TERM.

     10.2 You and LexisNexis acknowledge that this Subscription Agreement, including Sections 6, 7, and 10, fairly allocates risks and responsibilities between you and LexisNexis and are an essential element to this Subscription Agreement.

11. UNITED STATES GOVERNMENT USE. LexisNexis represents that the Software and its documentation were developed at private expense and no part of same is in the public domain. The Software is Commercial Computer Software provided with RESTRICTED RIGHTS under the Federal Acquisition Regulations and agency supplements to them. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 252.227-7013 et. seq. or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at DFAR 52.227-19, as applicable.

12. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to export controls under applicable export control regulations, including without limitation, the U.S. Export Administration Regulations (“Export Controls”). You agree that you will not export, directly or indirectly, re-export, divert or transfer the Software or any materials, items or technology relating to LexisNexis’s and/or its licensor’s business or related technical data or any direct product thereof to any destination, company, or person restricted or prohibited by Export Controls and you represent that you are not such a company or person. LexisNexis makes no representation that the Software is appropriate or available for use outside the United States. You are prohibited from accessing the Software if such access or use is illegal or prohibited in your jurisdiction or country.

13. MISCELLANEOUS.
     13.1 LexisNexis (or its licensor, if applicable) retains sole title to and ownership of the Software and all components, all related information furnished to you under this Subscription Agreement, and all related copyrights.

     13.2 Except as LexisNexis otherwise agrees in writing, LexisNexis furnishes products and services to you under this Subscription Agreement on a non-exclusive basis. LexisNexis may directly or indirectly furnish the same or similar products and services to other parties doing business within or outside the vertical, horizontal, or geographic markets in which you do business.

     13.3 All notices required or permitted under this Subscription Agreement shall be in writing and shall be delivered by any method providing for proof of delivery, except that any notice other than a notice of default or notice of termination may be delivered by facsimile transmission if the original document is also promptly delivered to the recipient. Any notice shall be deemed to have been given on the date of receipt. Notices to LexisNexis shall be sent to the address listed above with a copy to LexisNexis, Attention: Customer Contract Notices, 9443 Springboro Pike, Miamisburg, OH 45342. Notices to you shall be sent to the address LexisNexis has on record.

     13.4 Each party shall submit requests for approvals, consents, and waivers to the other party in writing in a timely manner. No approval, consent, or waiver under this Subscription Agreement shall be enforceable unless set forth in a writing signed by an authorized representative of the granting party. A waiver of a default of any term of this Subscription Agreement shall not be construed as a waiver of any succeeding default of that term or as a waiver of the term itself. A party's performance after the other party's default shall not be construed as a waiver of that default. No approval, consent, or waiver shall be deemed to have been given by implication and neither party shall be liable for delays in responding to, failures to respond to, or denials of those requests.

     13.5 Each term of this Subscription Agreement is severable. If a court, agency, or arbitrator having jurisdiction determines that any term is unenforceable under applicable law, that determination shall not affect the enforceability of the other terms of this Subscription Agreement.

     13.6 This Subscription Agreement constitutes the complete agreement between the parties concerning this subject, and supersedes all earlier oral and written communications between the parties with respect to this subject. This Subscription Agreement also supersedes (i) all affirmations, representations, and warranties made by either party's agents, employees, and representatives, except to the extent they are expressly stated in this Subscription Agreement, and (ii) the preprinted terms of any purchase order, confirmation, invoice, or similar document. The Subscription Agreement may only be modified in a writing signed by both parties or through a subsequent LexisNexis click-wrap agreement.

     13.7 Neither party shall assign its rights or delegate its duties under this Subscription Agreement without the prior written consent of the other party, except that LexisNexis may assign this Subscription Agreement to an affiliate and may delegate its duties to one or more subcontractors. Any assignee or delegatee shall be subject to the same obligations, restrictions, and limitations to which the assignor or delegator is subject, and no assignor or delegator shall be released from liability under this Subscription Agreement by reason of any such assignment or delegation. This Subscription Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

Should you have any questions concerning this Subscription Agreement or if you desire to contact LexisNexis regarding the Software, please submit all correspondence in writing to LexisNexis: 5000 SAWGRASS VILLAGE CIRCLE, PONTE VEDRA BEACH, FL 32082.

LexisNexis and the Knowledge Burst logo are registered trademarks of Reed Elsevier Properties, Inc., used under license. CaseMap, TimeMap, TextMap, NoteMap, and DepPrep are registered trademarks of LexisNexis CourtLink, Inc. Copyright 2006, LexisNexis, a division of Reed Elsevier Inc.
October 20, 2006