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LexisNexis Total Practice Advantage® Practice Management Software
End User License Agreement

IMPORTANT – READ THESE TERMS CAREFULLY BEFORE ACCESSING THIS SOFTWARE. BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND UNDERSTOOD THIS 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.

This is a legal end user license agreement (the "EULA") between you, the end user, ("You") and LexisNexis, a division of Reed Elsevier Inc. ("LexisNexis"). The enclosed or accompanying software applications, including but not limited to, programs, modules, online help, online manuals, printed manuals, training videos (e.g. "HelpCam(TM)") and other materials (all, collectively, "Software") are licensed by LexisNexis to You, the original customer, for use only according to the terms herein. The Tutor database included with the Software may be used for training and learning only. Information downloaded or entered into the Tutor database may not be extracted from the Tutor database or transferred to or used with the production Software.

If You paid a one-time license fee ("OTLF") for the Software and do not agree to these terms, do not open the media package (if any), install the Software, and/or use the Software. Return the full product (including the unopened media package, uninstalled Software, all manuals, materials, and packaging) and proof of purchase to LexisNexis within 60 calendar days of purchase for a full refund of the OTLF (less shipping and handling). If You acquired the Software on a subscription basis and You do not agree to these terms, do not open the media package (if any), install the Software, and/or use the Software. Return the full product (including the unopened media package, uninstalled Software, all manuals, materials, and packaging) and proof of purchase to LexisNexis within 60 calendar days of purchase.

1. Grant of License

LexisNexis grants to You the non-exclusive right to use one copy of the of the Edition of the Software You purchased, subject to Your agreement to abide by all terms stated herein, including, but not limited to, all three of the following conditions: 1) the Software may only be copied to one of the following: a) the Hard Drive of one stand-alone computer (including laptop computers); or b) the Hard Drive(s) of one network server or shared computer, whose functions with regard to the Software, are restricted to that of a Local Area Network, and the Hard Drives of any stand-alone workstation computers (including laptop computers) which are more than fifty percent (50%) of the time physically part of the Local Area Network; and 2) the number of Users of the Software may not exceed the number of Users per Database per Site as authorized by the purchase documents for the version of the Software. If the License is subject to a Subscription, the License (i) extends only to the components of the Software that are covered by the Subscription and (ii) terminates when the Subscription ends.

"API" means an application programming interface.

"Hard Drive" means any device capable of maintaining computer information after the main electrical power is turned off, and such device is designed to interactively store and retrieve this information for use by the computer's central processor(s).

"Database" means a file of records created by the Software during installation or through a Software utility, which is used exclusively to support the capabilities of the Software.

"Edition" means an expression of the Software for specific use or users (e.g., Professional Edition, Enterprise Edition, World Server Edition, etc.). Editions may contain different features and capabilities.

"Fix" means additional or replacement lines of Software code provided to You by LexisNexis to remedy a defect in Software that caused it to not operate substantially in accordance with its written specifications.

"Local Area Network" means two or more computers connected by wire, cable, fiber optics, or short range radio transmission ("Connections"), where such Connections are dedicated to communication between the computers. The Software may include modules designed to operate on devices such as personal data assistants which are not connected to the Local Area Network.

"Site" means one physical address or more than one physical address as long as such multiple addresses all remain connected by a single Local Area Network.

"Service Release" means Fixes provided from time-to-time by Company or corrections to Documentation. Software Updates. Service Releases are designated by a change in the version number of the Software to the right of the decimal point (e.g., 5.x)

"User" means one person operating a computer that has activated the Software such that its processes have been initiated and information is accessible and capable of being created.

"Version Upgrade" means a major release that contains new features or new functionality. A Version Upgrade designated by a change in the version number of the Software to the left of the decimal point (e.g., x.0)

The Software may now or in the future be available as different Service Releases, Editions, and Version Upgrades, all of which shall be considered one product under this EULA. All provisions of this EULA are applicable to all Service Releases, Editions, and Version Upgrades.

2. Limited Warranty

LexisNexis warrants for 60 calendar days ("Warranty Period") following delivery of the initial Software installation or if delivery cannot be determined, then purchase date of the initial Software shall be used, that: 1) the Software will perform substantially the functions described in the documentation provided by LexisNexis; and 2) the media on which the Software is furnished (e.g. CD-ROM) will be free from defects in materials and workmanship under normal use (the "Warranty").

During the Warranty Period, LexisNexis will undertake any or all of the following within a reasonable time, upon notification from You: 1) correct any reported failure of the Software to perform substantially the functions described in the documentation ("Software Error"); 2) correct errors in the documentation; and 3) replace any media which prove defective in materials or workmanship on an exchange basis. Corrections will either be available via a separate download or sent by mail to the person and address registered with LexisNexis without charge.

In order to make a claim under this Warranty, You must return the defective media and provide a brief written description of the Software Error or error in the documentation, together with Your proof of purchase, to LexisNexis, postage prepaid, such that it is received by LexisNexis within 10 calendar days after the last day of the Warranty Period.

If LexisNexis is unable to correct the Software Error, correct the documentation, or replace the defective media within a reasonable time, LexisNexis will, at its sole and exclusive option, either replace the Software with a functionally equivalent program at no charge to You, or refund the OTLF or Subscription fees paid (up to a maximum of 12 months of such fees) for the Software, as the case may be.

The Warranty is not applicable if there is any evidence of an attempt to remove the Software serial number, Your name, decompile, reverse engineer, modify, develop derivative products from, or otherwise violate this EULA.

LexisNexis does not warrant at any time that the Software will meet Your requirements, that operation of the Software will be uninterrupted or error-free, or that all Software Errors will be corrected.

LexisNexis is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems or for problems in the interaction of the Software with non-LexisNexis software. LexisNexis will have no responsibility to replace or refund amounts paid for documentation, materials, or media damaged by accident, abuse, or misapplication.

NO ORAL OR WRITTEN INFORMATION OR TECHNICAL ADVICE OR ASSISTANCE GIVEN BY LEXISNEXIS OR A LEXISNEXIS REPRESENTATIVE SHALL CREATE A WARRANTY, ADDITIONAL LIABILITY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

EXCEPT FOR THE WARRANTY PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES. LEXISNEXIS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR SUITABILITY OF USE IN ANY TRADE OR PROFESSION, WITH RESPECT TO THE SOFTWARE.

3. Term and Termination or Expiration of License

3.1 One-Time License Fee: The license obtained as an OTLF license shall remain in effect until terminated. You may terminate this Agreement at any time and LexisNexis may terminate this license without notice to You if You fail to comply with any license terms; in which event, You shall not be entitled to a refund of the license fee.

3.2 Subscription: Those licenses obtained pursuant to a 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, the subscription may be continued for successive renewal terms. You may only terminate the subscription at the end of a Term. 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.

3.3 Effect of Termination or Expiration: In the event of a termination of a license or the expiration of a Subscription, the Software will either become read-only or You will otherwise have restricted access. All provisions relating to intellectual property ownership, warranty and warranty disclaimer, indemnification, and limitation of remedies shall survive the termination or expiration of the Agreement.

4. Indemnification and Limitation of Remedies

You shall indemnify and hold LexisNexis, including any affiliate or parent entity, harmless from any and all claims, damages losses, liabilities, costs and expenses (including reasonable attorneys fees and other professionals) arising out of or in connection with Your use of the Software. In this event, You shall immediately notify LexisNexis of any such claim.

Except as stated herein, in no event shall LexisNexis or its suppliers be liable for any special, incidental, punitive, indirect or consequential damages whatsoever, whether based on contract, tort, warranty or other legal or equitable grounds, including, without limitation, damages for loss of business profits, business interruption, loss of business or professional information, or other pecuniary loss, arising out of the Technical Support or use of or inability to use Software, even if LexisNexis or anyone else has been advised of the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above exclusion may not apply. No warranty, including without limitation any implied warranties, is provided beyond the Warranty Period. The entire liability of LexisNexis under any provision of this EULA shall not exceed the OTLF paid for the Software or the Subscription fees paid for the Software, up to a maximum of 12 months of such fees, as applicable.

5. Loss of Use Due to License Violation

The Software may only be used for its advertised and documented purposes for Your direct personal, business, or professional use. LexisNexis has implemented, or reserves the right at any time without additional expense or notice to You to implement, systems which report and/or prevent any of the following unauthorized use or attempts to use the Software: 1) use of the Software without payment of the OTLF in full or, if applicable, without payment of the Subscription fees as they are due or after the Subscription has expired; 2) attempts to exceed the licensed number of Users, Databases, and/or Sites; 3) if the License is subject to a Subscription, use of components of the Software not covered by the Subscription; 4) illegal or criminal use; 5) use of the Software in a service bureau, or use the Software to provide commercial hosting services; 6) attempts to reverse engineer, decompile, disassemble, or create derivative works from the Software; 7), use, or attempted use of the Software in any manner inconsistent with the rights granted above; and/or 8) use the APIs to create filters and exports used to pull data out of or to push data into software programs or databases supported by other software with similar functionality. You acknowledge that the Software may contain a reactivation code which will require You to authenticate the Software from time to time ("License Control Systems"). The License Control Systems may prevent continued use of the Software and deny access to the information created or maintained in the Software. Further, LexisNexis does not warrant that any attempt to circumvent the License Control Systems will not permanently disrupt the use of the Software, or damage, or restrict access to, Your information created and/or maintained by the Software. If the Software accesses a LexisNexis internet-based service associated with the Software, you agree that you will not use the Software in any manner that could damage, disable, overburden, or impair such services or interfere with any other party’s use and enjoyment of them.

6. Reservation of Rights and Ownership

You agree that the Software is the confidential and proprietary property of LexisNexis and is protected by copyright and other intellectual property laws and treaties. LexisNexis owns the title, copyright, and other intellectual property rights therein, which You agree to preserve. The Software is licensed, not sold. You may either: 1) make one copy of the Software solely for backup or archival purposes, provided that You reproduce all copyright and other proprietary notices that are on the original copy of the Software; or 2) transfer the Software to one single Hard Disk on a stand-alone computer or the network server computer or shared drive in the Local Area Network, provided You keep the original media solely for backup or archival purposes. No other copies are authorized.

7. Transfers and Other Restrictions

You may not sell, rent, lease, lend, contract host (such as in an Application Service Provider or "ASP"), or transfer the Software, without the express prior written consent of LexisNexis. You may not use the Software to provide ASP services, contract hosting, or other contract services to any other parties. Further, You may not allow any other parties to provide the Software to You under an ASP, contract hosting, or other contract service, except by LexisNexis, or an ASP or contractor approved and certified by LexisNexis.

8. You Comments and Submissions

In the event You submit any ideas and suggestions, whether solicited or unsolicited, to LexisNexis, regardless of what is contained in a letter, email, fax or other communication, and regardless of the method by which the idea was submitted, no rights, title, or interest in the Software, or any part thereof, shall be gained by You as a result of ideas or suggestions made, or modifications requested, by You, unless an agreement in writing is executed in advance of the offering of such ideas, suggestions, or modifications. If prevailing law does not permit waiver of these rights, You agree that: 1) in consideration of the mutual benefits resulting from improvements in LexisNexis' products, all rights, title and interest in any ideas, or intellectual property rights derived from, or related thereto, automatically transfer immediately, irrevocably, and perpetually (or as long as permitted by law) to, and become the sole and exclusive property of, LexisNexis without additional consideration or compensation to You; and 2) may be used by LexisNexis for any purpose.

9. Technical Support

LexisNexis may, at its sole option, make available to You technical support ("Technical Support") for error diagnosis purposes by way of: (1) remote access into any of the User's computer and/or networks; 2) telephonic support; (3) email and/or fax; and/or 4) review of data provided by You. Technical Support is provided "AS IS" without any representations and/or warranties of any kind. A full description of the support provided for Your Software if you paid a OTLF may be found at http://www.timematters.com/support/. You are entitled to 30 days (from the date of installation, or if the date of installation cannot be determined, from Your date of purchase) telephone technical support to assist you with installation matters.

If You paid a OTLF for the Software, Service Releases may be included with Your purchase of Technical Support service. Version Upgrades are available at additional cost unless You have licensed the Software within 30 days of a new Version Upgrade release and you request the Version Upgrade.

If You acquired the Software on a subscription basis, Service Releases will be provided to You automatically and Version Upgrades will be provided to you without additional charge upon request. In addition, Software acquired on a subscription basis includes premium level support as more fully described at http://law.lexisnexis.com/total-practice-advantage/customer-support.

You may permit any device to access and use your licensed copy of the Software for the sole purpose of providing You with technical support and maintenance services.

You agree that LexisNexis and its affiliates may collect and use technical information gathered as part of the Support Services provided to you, if any, related to the Software. LexisNexis may use this information solely to improve LexisNexis’ products or to provide customized services or technologies to You and will not disclose this information in a form that personally identifies you.

10. Multiple Media or Download Software

If the Software package contains multiple media or is available by download, then You may use only the media or download appropriate for Your computer. You may not use the other media or downloads on another computer or computer network, or loan, rent, lease, or transfer them for any consideration.

11. United States Government You and Export Law Assurances

The Software are "Commercial Items" as that term is defined at 48 CFR 2.101 consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. The Software are licensed to U.S. Government end users (a) only as Commercial Items and (b) only with those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.

You will not ship, transfer or export the Software to any country, nor will you use the Software in any manner prohibited by the United States Export Administration Act or any other export laws national or international, restrictions or regulations that apply to the Software. You agree to indemnify and hold LexisNexis harmless for any violation of this provision.

12. Governing Law

If you acquired this Software in the United States, this EULA is governed by the laws of the State of Ohio without giving effect to the principles of conflicts of law. If you acquired this Software in Canada, unless prohibited by local law, this Agreement is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you acquired this Program in any other country, then local law may apply. You agree that the United Nations Convention on Contracts for the International Sale of Goods EULA shall not apply to this EULA. NOTHING IN THIS AGREEMENT SHALL RESTRICT LEXISNEXIS’ LIABILITY IN A MANNER WHICH IS EXPRESSLY PROHIBITED BY STATUTE OR REGULATION.

13. Miscellaneous

Severability. If any term of this EULA is held invalid or unenforceable for any reason, the parties agree that such invalidity will not affect the validity of the remaining provisions of this EULA, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

Waiver. None of the requirements of this EULA shall be considered as waived by either party unless the same is done in writing, and then only by persons executing this EULA or other duly authorized agents or representatives. The waiver by either party of a breach or a violation of any provision of this EULA shall not operate as or be construed to be a waiver of any subsequent breach or violation.

Assignment. Neither party may assign (voluntarily, by operation of law, or otherwise) this EULA without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, LexisNexis may assign this EULA to any affiliate or successor on notice to You. As a condition to assignment, your assignee must agree to assume and be bound by all terms and conditions of this EULA.

Compliance with Licenses. If You are a business or organization, You agree that upon request from LexisNexis or LexisNexis’ authorized representative, You will within 30 days fully document and certify that use of any and all Software at the time of the request is in conformity with You valid licenses from LexisNexis.

Entire Agreement. This EULA is the entire agreement between You and LexisNexis relating to the Software and the Support Services (if any) and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA.

August 7, 2007