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Contract 47976
CITY SECRETAW X 3 6 COwmcT HU. fi OF�aR�wO Lexis Advance®Subscription Agreement for State/Local ® LexisNexis e Government (New Subscriber Version) "Subscriber" Name: City of Fort Worth Account Number: "LN": LexisNexis, a division of RELX Inc. 1. Subscription Agreement LexisNexis, a.division of RELX Inc. ("LN") grants Subscriber a non-exclusive, non-transferable limited license to access and use Lexis Advance®and the materials available therein ("Materials") pursuant to terms set forth in the LexisNexis General Terms and Conditions ("General Terms") and the pricing set forth in the Price Schedule ("Price Schedule") (the General Terms together with the Price Schedule is collectively referred to as the "Subscription Agreement"), both of which are incorporated herein by reference. Subscriber may view and print the Subscription Agreement at: hftp://www.lexisnexis.com/terms/LACommercial2. 2. Certification 2.1 Subscriber certifies that the number of government professionals in Subscriber's organization is as set forth below. A "Government Professional User" is defined as an attorney, judge, librarian, researcher, investigator or analyst who is employed by the Subscriber. Number of Government Professional Users: 37 2.2 A"Support Staff User" is defined as a person who supports the Government Professional User, including, but not limited to: paralegals, interns, legal secretaries or other administrative support members. Up to 3 ID's may be issued to support staff for each Government Professional User accounted for above. Number of Support Staff Users: 1 14 2.3 Each LN ID must be issued for individual use by the Government Professional User or Support Staff User. 2.4 if Subscriber, at the time of signing this Agreement has 11 or more Government Professional Users, then Subscriber is required to notify LN if the number of Government Professional Users falls below 11. Subscriber shall, within 30 days of the staffing change, notify LN in writing. 2.5 Subscriber acknowledges that the pricing and menus provided to'Subscriber in this Agreement depend in part on the number of Government Professional Users in Subscriber's organization. Subscriber certifies that as of the date Subscriber signs this Agreement there are the number of Government Professional Users in Subscriber's organization (the "Reference Number")as Subscriber has specified above. (i)At LN's request from time to time, Subscriber will certify in writing the then-current Reference Number. (ii) If there is a change in the Reference Number during the Term, LN may, in its sole discretion on at least 30 days prior written notice to Subscriber, increase or decrease the Monthly Commitment by an amount that does not exceed, on a percentage basis, the change in the Reference Number. 3. Lexis Advance Product and Charges 3.1 This Section 3 amends the Subscription Agreement with respect to the Lexis Advance product offering described below. The term of Subscriber's commitment for the Lexis Advance product offering will begin upon the date Subscriber's billing account("Account Number") is activated ("Activation") and will continue for the last period set forth in Section 3.2 below(the "Committed Term"). Subscriber may not terminate this Agreement under Section 5.2 of the General Terms during the Committed Term. In addition, Subscriber may terminate this Agreement during the Committed Term for a material breach by LN that remains uncured for more than 30 days after LN rec nntorp fmM Subscriber identifying a specific breach. NO:SLGovt-LexisAdvance-SubAgt-May2016 ID#4836-3350-6865 OFFOCIAL RECORD ©2016 LexisNexis. All rights reserved. Page 1 of 5 CITY SECRETARY FT.WORTH,TX If Subscriber terminates this Agreement pursuant to this Section, then Subscriber will pay all charges incurred up to the date of termination. Upon the expiration of the Committed Term, all access to and use of Lexis Advance by Subscriber will be billed in accordance with the applicable then-current Price Schedule. Product SKU Number Number of Users National Prima Enhanced 1011511 37 All Briefs Pleadings and Motions 1010612 37 City Attorney Premium 1011966 37 Moore's Federal Practice-Civil 1010336 37 Texas Practice 1010629 37 Smartlinx Public Records 1004801 37 Larson Workers' Compensation 1010271 37 ❑See attached Rider No. 1 for additional Content&Features 3.2 In exchange for access to the Lexis Advance Content, Feature and/or Service set forth in Section 3.1 above, Subscriber will pay to LN the followin amount the"MonthIX Commitment" during the periods set forth below. 07/05/16-08/31/16 0 09/01/16-08/31/17 2,590 09/01/17-08/31/18 2,590 09/01/18-08/31/19 2,590 3.3 During the Term, LN may make content and features available to Subscriber that are not included in the Lexis Advance Content described above which will be offered to Subscriber at an additional charge("Alternate Materials"). Subscriber will be under no obligation to access and use the Alternate Materials, or to incur additional fees beyond the Monthly Installment. If Subscriber elects to access the Alternate Materials by initialing below, Subscriber will be notified that additional charges will apply before the Alternate Materials is displayed. If Subscriber proceeds to access the Alternate Materials, Subscriber will pay the then current,transactional charge(s)for the Alternate Materials that is displayed at the time of access. Subscriber elects access to the Alternate Materials n a $A Use of Lexis Advance under this Agreement is available to.Subscriber and its Authorized Users (defined in the General Terms). 3.5 LN may temporarily suspend access to Lexis Advance until all unpaid amounts are paid in full. No claims directly or indirectly related to this Agreement with respect to amounts billed or payments made under this Agreement may be initiated by Subscriber more than 6 months after such amounts were first billed to Subscriber. 3.6 This Agreement may be terminated by Subscriber after the second Committed Term on the last day of any calendar month upon at least 30 days prior written notice to LN before the end of that Committed Term.. 4. Closed Offer The prices and other terms are subject to change if Subscriber has not submitted a signed original or copy on or before ND:sLGovt-LeadsAdvance-SubAoMay2016 ID#4836-3350-6865 0 2016 Le)dsNe)ds. All rights reserved. Page 2 of 5 5. Confidential Information Subject to any state open records or freedom of information statutes, this Agreement contains confidential pricing information of LN. Subscriber understands that disclosure of the pricing information contained herein could cause competitive harm to LN, and will receive and maintain this Agreement in trust and confidence and take reasonable precautions against such disclosure to any third person. This Section 5 will survive the termination or expiration of this Agreement. 6. Support and Training During the Term, Subscriber,with the support of LN, agrees to encourage the effective use of Lexis Advance through: (a) Mandatory basic training in the use of Lexis Advance by LN for all Authorized Users; (b) Meaningful participation in additional ongoing programs presented by LN to update and train Authorized Users; (c) Authorize the periodic distribution of memos or other communications by LN and/or Subscriber to Authorized Users; and (d) The periodic review with LN of Subscriber's Authorized User's use of materials and training under this Agreement. 7. Miscellaneous 7.1 This Agreement does not bind either party until it has been accepted by both parties. Subscriber may accept this Agreement by signing below. LN will accept this Agreement by providing Subscriber with access to Lexis Advance or by signing below. 7.2 If Subscriber issues a purchase order in connection with the Agreement, Subscriber acknowledges and agrees that the purchase order shall be for Subscriber's internal purposes only and shall not modify or affect any of the other terms or conditions for access to the Online Services. LEXISNEX/S WILL NOT ACCEPT ANY CHANGES, CORRECTIONS OR ADDITIONS TO THIS AGREEMENT UNLESS SUCH CHANGES ARE EXPRESSLY ACCEPTED BY LN IN WRITING. SUCH CHANGES WILL HAVE NO LEGAL EFFECT. AGREED TO AND ACCEPTED BY: Subscriber: City of Fort Worth (MUST BE COMPLETED BY SUBSCRIBER) Authorized Subscriber Signature: Printed Name: n Alanis Job Title: Assistant City Manager Date: 13 �r� ALITY: LexisNexis,a division of RELX Inc. -41 ITY ATTO EY ss:c, bum rlc,*VMPLETEQ B LEXISNEXIS Authorized Signature: 11 P Name: auline Marsha I Job Title: Pricing Analyst Date: I ND:SLGovt-LexisAdvance-SubAgt-May1016 ID#4836-3350-6865 ©2016 LexisNexis. All rights reserved. Page 3 of 5 CUSTOMER INFORMATION (Please type or print): Organization Name: City of Fort Worth Full Legal Name Billing Frequency: ®Monthly ❑Annually Physical Address Invoice Address Street Address: 1000 Throckmorton St same as physical address City: Fort Worth State: Texas Zip: 76102 County: Tarrant Telephone: 817-392-7970 Fax: 817-392-8359 Parent Company: /f applicable) Type of Orcfanization: ❑ Legislative ❑ Judicial ❑ Executive Professional User: Practicing Area of Law: Support Staff: Employer Identification Number: Bar No: Issuing State: Date Issued/Expiration Date: Organization Web Address: Tax Exempt: X❑Yes(attach Sales Tax Exemption Certificate) MSA: ❑Yes ❑No ❑ No Tax ID No: State Contract No: (If applicable) PO No: (If applicable) Contacts: Name Telephone Email Installation: Tracey McVay 817-392-7623 tracey.mcvay @fortworthtexas.gov Billing: Tracey McVay 817-392-7623 tracey.mcvay @fortworthtexas.gov Policy/Legal Tracey McVay 817-392-7623 trace mcva fortworthtexas. ov Notification: y Y@ Scheduling/Training: Name Telephone Super Admin: Tracey McVay -817-392-7623 Email IP Address tracey.mcvay@fortworthtexas.gov ND:SLGo%+LeWaAdvance-SubAgt May1016 ID#4838-3350-e865 m 2016 LebsNwds. Al rights reserved. Page 4 of 5 CUSTOMER ID INFORMATION(Please type or print) ID HOLDERS'NAMES ID HOLDERS' ID HOLDERS'EMAIL ADDRESSES LOCATION/ADDRESS (additional sheet attached I]) TITLES/POSITIONS see attached ND:SLCovt-Le)daAdvance-SubAgt-May2018 ID#4838-3350-8885 ®2018 LeAsNwds. All rights reserved. Page 5 of 6 CUSTOMER ID INFORMATION(Please type or print) ID HOLDERS'NAMES 1D HOLDERS' ID HOLDERS'EMAIL ADDRESSES LOCATION/ADDRESS (additional sheet attached []) TITLES/POSITIONS see attached ND:SLGovt-Le)isAdvance-SubAgt-May2016 ID#4636-3350-6865 m 2016 LexisNexis. All rights reserved. Page 5o 5 FART WORTH ADDENDUM TO AGREEMENT BETWEEN THE CITY OF FORT WORTH AND LEXISNEXIS,A DIVISION OF RELX INC. Title of Agreement: Lexis Advance Subscription Agreement for State/Local Government and Lexis for Microsoft Office Lexis Advance Edition Order (collectively "the Agreement") Vendor: LexisNexis, a division of RELX Inc. (LN) Term of Agreement: Initial term shall be the first two Committed Terms as described in the Agreement; each additional Committed Terms shall be renewal terms and may be exercised at the City's option Notwithstanding any language to the contrary in the attached Agreement presented by LexisNexis, a division of RELX Inc. ("Contractor" or "LN") for subscription services ("services"), the City of Fort Worth ("City" or "Subscriber") and Contractor (collectively the "parties") hereby stipulate by evidence of execution of this Addendum ("Addendum") below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement. The parties agree that Contractor will provide City the services as outlined in the attached Agreement, or as agreed to upon extension or renegotiation. 1. Term: It is the intent of the parties that this Agreement is an annual contract. The initial term of this Agreement shall begin on July 5, 2016, and remain in effect until August 31, 2016. The City will have the option to renew this Agreement at the same cost for two additional one year terms (9/1/17— 8/31/18 and 9/1/18— 8/31/19). 2. Services and Costs: The services and costs shall be those included in the Agreement. To the extent the Agreement allows LN to charge late fees, the parties agree that such fees do not apply to this Agreement. 3. Termination: Regardless of any language in the Agreement to the contrary, the City may terminate this Agreement at any time and for any reason by providing LN with 30 days written notice of termination. 4. Insurance by Contractor: The Contractor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow- form provision and shall include coverage for personal and advertising injury. c. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 5. Technology Liability (Errors & Omissions) a. Combined limit of not less than$5,000,000 per claim $5 million aggregate or b. Coverage shall include, but not be limited to, the following: (i)Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (v) Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of copyright, or trade mark, brought against the City for use of Deliverables, Software or Services provided by Contractor under this Agreement. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Contractor Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, hall be submitted to the City to evidence coverage. 6. Any other insurance as reasonably requested by City. General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of CFW/LN Addendum Page 2 of 6 Draft date 6/24/16 Recovery) in favor of the City of Fort Worth. 3. Insurers will endeavor to provide Thirty (30) days' notice of cancellation of coverage to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 5. Indemnity: To the extent the attached Agreement requires the City to indemnify or hold Contractor or any third party harmless from damages of any kind or character, the City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 6. Attorneys' Fees, Penalties, and Liquidated Damages: To the extent the attached Agreement requires the City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, the City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. Law and Venue: This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law's provisions. Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, the City objects to such terms and any such terms are hereby deleted from this Agreement and shall have no force or effect. 8. Sovereign Immunity: Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent this Agreement requires the City to waive its rights or immunities as a government entity, such provisions are hereby deleted and shall have no force or effect. 9. No Debt: In compliance with Article I 1 § 5 of the Texas Constitution, it is understood and agreed that all obligations of the City hereunder are subject to the availability of funds. If such CFW/LN Addendum Page 3 of 6 Draft date 6/24/16 Recovery) in favor of the City of Fort Worth. 3. Insurers will endeavor to provide Thirty (30) days' notice of cancellation of coverage to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 5. Indemnity: To the extent the attached Agreement requires the City to indemnify or hold Contractor or any third party harmless from damages of any kind or character, the City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 6. Attorneys' Fees, Penalties, and Liquidated Damages: To the extent the attached Agreement requires the City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, the City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. Law and Venue: This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of law's provisions. Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, the City objects to such terms and any such terms are hereby deleted from this Agreement and shall have no force or effect. 8. Sovereign Immunity: Nothing herein constitutes a waiver of the City's sovereign immunity. To the extent this Agreement requires the City to waive its rights or immunities as a government entity, such provisions are hereby deleted and shall have no force or effect. 9. No Debt: In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of the City hereunder are subject to the availability of funds. If such CFW/LN Addendum Page 3 of 6 Drafl date 6/24/16 funds are not appropriated or become unavailable, the City shall have the right to terminate this Agreement except for those portions of funds which have been appropriated prior to termination. 10. Assignment: To the extent the Agreement addresses the right to assign any rights or interest in the agreement to another party, such right of assignment shall be reciprocal, and neither party shall have the right to assign or transfer any of its rights or interests in the Agreement without the express prior written consent of the other party. However, the Contractor shall have the right to assign the Agreement to any entity in which it is a recognized legal affiliate or subsidiary or which such entity obtains a majority interest without the consent of the City. However, Contractor shall give the City at least thirty (30) days written notice of any such assignment or transfer of interest. 11. Confidential Information: The City is a government entity under the laws of the State of Texas and all documents held or maintained by the City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that the City maintain records in violation of the Act, the City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. 12. Addendum Controlling: If any provisions of the attached Agreement conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of the City, the terms in this Addendum shall control. 13. Fiscal Funding Limitation: In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then the City will immediately notify Contractor of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated. 14. Right to Audit: Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Contractor involving transactions relating to this Agreement. Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor, involving transactions to the subcontract, and further, that City shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance CFW/LN Addendum Page 4 of 6 Draft date 6/24/16 with the provisions of this article. City shall give subcontractor reasonable advance notice of intended audits. 15. Notice to Subscriber: All notices to Subscriber shall be delivered as provided for LN under this Agreement and sent to: City of Fort Worth Attention: City Attorney 1000 Throckmorton St. Fort Worth, Texas 76102 16. Amendments: No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. To the extent software under this Agreement requires acceptance of "click through" license terms, such terms shall not be binding on City, and the terms of this Agreement shall control, unless otherwise amended. 17. Limited Warranty: To the extent this Agreement includes a limited warranty that is curable at LN's sole discretion to replace the software or refund money, the parties agree that the City shall have the discretion to determine replacement or refunding of money. 18. Attachments: To the extent this Agreement requires the City to agree to terms and conditions located at a stated link, the parties agree that the attached exhibits printing out the existing links shall control. Thus, the terms and conditions in effect at the time of execution of this Agreement shall control and cannot be amendment without the express written consent of the City. 19. Training: The parties agree that LN will provide City training at agreed upon dates and times as follows: July 6th, 7th, 20th, 21st • kick off day on July 6th with a lunch and learn; stay the afternoon for one-on-ones and any tech issues like logons and printing specific training etc.; • follow up on July 7th afternoon from 1-330 for anyone who missed; • reserve the 20th and 21St for another follow up either morning and/or afternoon session with refreshments; and • up to four additional dates during the month of August 2016 to ensure City is comfortable with the new software. The City may request the above dates be rescheduled, and LN will use its best efforts to accommodate the City's scheduling requests. LN will also provide City access to online training at no additional cost. Nothing prohibits the parties from agreeing to additional training form time-to- time, and all such training shall be at no cost to the City. [Signature Page to Follow] CFW/LN Addendum Page 5 of 6 Draft date 6/24/16 Executed this the -34 day of t CITY OF FORT WORTH: LEXISNEXIS, A DIVISION OF RELX INC. By. By. r e: Susan Alanis [Nam ] Assistant City Manager [Title] Pricing Analyst Date: _ C0 3. / a, � Date: _ I- ce APPROVED AS FORM AND LEGALITY: By: Jessica S svang Assistan City Attorn . F y<+. ATTEST: o� By: 0 City S fietf �.��0 Form 1295: Not Required Contract Authorization: M&C: N/A OFFICIAL RECORD CITY SECRETARY CFW/LN Addendum FT. WORTH, TX Page 6 of 6 Draft date 6/24/16 Federal/State&Local Government LexisNexis LEXIS FOR MICROSOFT®OFFICE LEXIS ADVANCE® EDITION ORDER This Lexis for Microsoft Office — Lexis Advance Edition ("Lexis for Microsoft Office") Order ("Order") amends and supplements the terms of the Lexis Advance Agreement (the "Agreement"), previously executed between LexisNexis, a division of RELX Inc. (formerly known as Reed Elsevier Inc.) ("LN") and City of Fort Worth ("Subscriber"). 1. Term. The term of this Order will begin on the day this Order is executed by Subscriber and will continue until the last Commitment Period set forth below (the "Term"). Notwithstanding the foregoing, this Order shall automatically terminate upon expiration of the Agreement. Although the Term of this Order will start upon execution, Subscriber will not have access to Lexis for Microsoft Office until the following conditions (collectively, the "Requirements") are met: (a) Subscriber meets the Technical Requirements set forth in Section 2; and (b) Lexis for Microsoft Office is installed on Subscriber's system via one of the installation processes set forth in Section 5. 2. Technical Requirements. Lexis for Microsoft Office is proprietary software developed by LN to integrate LN content directly within the Microsoft Corporation software applications Microsoft Outlook and Microsoft Word. In order to use Lexis for Microsoft Office, Subscriber must (a) have a paid-up license to the requisite Microsoft Office software; and (b) meet the technical requirements specified on the Lexis for Microsoft Office download site (www.lexisnexis.com/download-lexis-office)for the proper operation of the Software(collectively, the"Technical Requirements"). 3. License. 3.1 LN grants Subscriber a personal, limited, non-exclusive, non-transferable, right to access and use the Lexis for Microsoft Office product indicated in Section 4 below subject to the terms of the Lexis for Microsoft Office End User License Agreement attached hereto as Exhibit A. LN retains all right, title, and interest in and to Lexis for Microsoft Office, and any intellectual property embodied therein. All access to and use of LN content via Lexis for Microsoft Office shall be subject to the terms set forth in the Subscription Agreement, 3.2 For EagleEye Software Subscribers Only. Subscriber's access to and use of the EagleEye software available from Microsystems, a division of Freedom Solutions Group, LLC.'s ("Microsystems") through Lexis for Microsoft Office is conditioned upon (a) Subscriber having a valid subscription to Lexis for Microsoft by way of this Order; and (b) Subscriber's acceptance of the Microsystems terms and conditions which are located at httn://sites.microsystems.com/r)olicies/eula LMO and incorporated herein by reference (the "EagleEye Terms"). Subscriber acknowledges and agrees that its use of-the EagleEye software is subject to the EagleEye Terms and that the EagleEye Terms form an independent agreement between Subscriber and Microsystems. Microsystems is a third party beneficiary of this Order. 4. Lexis for Microsoft Office Platform, Menus, Monthly Software Charges, Functionality Charges. 4.1 In exchange for Subscriber's monthly payment to LN of the Lexis for Microsoft Office Monthly Software Charges amount set forth below, Subscriber will be provided with the Lexis for Microsoft Office features and content indicated below during the Commitment Period ("Your Subscribed Product"). Access to Lexis for Microsoft Office shall be limited to the number of Authorized Users set forth below. LEXIS FOR MICROSOFT OFFICE Optional EagleEye software—Check if applicable❑ (Offering 1511821) "COMMITMENT PERIOD" NUMBER OF AUTHORIZED NUMBER OF AUTHORIZED USERS "TOTAL LEXIS FOR "TOTAL EAGLEEYE USERS OF LEXIS FOR OF LEXIS FOR MICROSOFT OFFICE MICROSOFT OFFICE MONTHLY MONTHLY SOFTWARE MICROSOFT OFFICE _WITH DOCUMENT TOOLS SOFTWARE CHARGE" CHARGES" (Offering 1000352) (Offering 1000761 07105/16-08/31/16 18 $0 $ 09/01/16 08/31/17 18 $306 $ 09/01/17-08/31/18 18 $306 $ ND:SLGovt-FedGovt-LexisMicrosoft0f iceAdm-LexisAdvance-Sept2015 ©2015 LexisNexis. All rights reserved. ID#4817-5206-2248 Page 1 09/01/18-08/31/19 18 $306 $ 4.2 For purposes of this Order, the term "Authorized User" shall have the meaning set forth in the Agreement. LN will monitor the number of Authorized Users of Lexis for Microsoft Office. In the event that the average monthly users in any three month period exceeds the greater of 5 Authorized Users or 105% of the Authorized Users set forth above, LN may adjust the Lexis for Microsoft Office Commitment upon written notice to Subscriber effective as of the first day of the following month to reflect the current number of users. Additionally, Subscriber will certify in writing the then-current number of Authorized Users of Lexis for Microsoft Office at LN's request from time to time. 5. Installation. In order to access Lexis for Microsoft Office, Lexis for Microsoft Office must be installed on Subscriber's system via one of the following installation methods: (Subscriber to check its election(s)below.) ® Standard Implementation— In a Standard Installation, LN does not perform any installation services and LN's proprietary technology which allows enrichment of Subscriber's content is not installed behind Subscriber's firewall. In a standard implementation installation, Subscriber will not receive any transfer of tangible personal property, nor will there be any electronic transfer or software to the Subscriber in an Individual Desktop Installation. All standard installations will be implemented through electronic retrieval by Subscriber of the software that is hosted by the LN website. Subscriber will download the software from the LN website at an individual desktop level by individual users or on a network level by an IT administrator. By electing this option, Subscriber acknowledges and agrees that the Microsoft Word documents and Microsoft Outlook emails ("Subscriber's Work") that it selects to be analyzed by Lexis for Microsoft Office will momentarily leave its environment and will be sent to LN to be marked/tagged/indexed. LN represents and warrants that all such processing of Subscriber's Work will happen machine-to-machine, without human intervention (similar to a lexis.com search) and LN will not store, review, or retain Subscriber's Work beyond the time required for processing (i.e., LN will not store Subscriber's Work in any back up logs, server logs, etc.). There are no installation charges for this option and no separate integration services agreement. In selecting this option, Subscriber must further define the method of deployment: ® Individual Desktop Installation - Lexis for Microsoft Office will be downloaded from the LN website on an individual desktop basis ❑ Subscriber Network Installation - Lexis for Microsoft Office is downloaded from the LN website and Subscriber distributes the Software to multiple desktops or on an organization-wide basis ❑ Installation for existing Lexis® Search Advantage Subscriber — If Subscriber currently subscribes to Lexis® Search Advantage, LN and Subscriber will execute a new Statement of Work to Subscriber's existing Lexis® Search Advantage Agreement to document the additional integration services that will be necessary to integrate Lexis for Microsoft Office and Lexis® Search Advantage within Subscriber's environment. ❑ Custom Installation — In a custom installation, LN performs professional services work beyond providing instructions and general guidance for downloading Lexis for Microsoft Office. Professional services rendered by LN may include, but are not limited to, writing custom code to install Lexis for Microsoft Office within Subscriber's environment, installation services at Subscriber's site in order to download and install software on individual desktops and across the enterprise automatically, or specific effort to install the Lexis for Microsoft Office server version within the client environment. The custom installation may include electronic transmissions of computer software and electronic data retrieval of computer software. Custom installations may also include "load and leave" deliveries in which LN visits Subscriber's site, installs the software, then takes the physical medium away when finished. The nature of the services to be provided to Subscriber, the charges for the custom installation services, and the terms regarding the ND:SLGovt-FedGovt-LexisMi crosoftOfficeAdm-LexisAdvance-Sept2015 ©2015 LexisNebs. All rights reserved. ID#48175206-2248 Page 2 services will be documented in a Statement of Work issued against a separate Master Integration Services Agreement to be executed by the parties. A custom installation will not include the transfer of tangible personal property or transfer of title to the Software. 6. Miscellaneous. 6.1 In the event of any conflict between the terms of this Order and the attached Exhibit A, the terms of this Order shall control. 6.2 Except as expressly modified by this Order, all other terms and conditions of the Agreement will remain in full force and effect and will be unaffected by this Order. In the event of a conflict or inconsistencies between the Agreement and this Order, this Order will control. The Agreement and this Order represent the entire agreement between the parties with respect to Lexis for Microsoft Office. All prior agreements, proposals, purchase orders, representations, promises or understandings, whether oral or in writing, concerning Lexis for Microsoft Office are superseded in their entirety by this Order. LN's acceptance of the terms of this Order shall be evidenced by its signature below or by LN providing Subscriber access to Lexis for Microsoft Office. AGREED TO AND ACCEPTED BY: CITY OF FORT WORTH Lexis ,a division of RELX Inc. S S ER � BY: BY: NAME: US n A(anis NAME: TITLE: Assistant City Manager TITLE: '] DATE: �1 92 DATE: 1 APPROVED TO FO AND LEGALITY: CITY ATTOR Y �s 5� �• S�js ND:SLGovt-FedGovt-Lexi sMicrosoftOfficeAdm-LexisAdvance-Sept2015 ©2015 LexisNexis. All rights reserved. ID#4817-5206-2248 Page 3 Subscriber Implementation Information IT Administrator Name: Mark Deboer IT Administrator Address: 1000 Throrkmortirin St. Fort Worth, Tpxq.-, 76102 IT Administrator Phone Number: 817-392-8598 IT Administrator Email Address: mark.deboer@Fortworthtexas.gov Location of Primary Data Centers 02 Subscriber User Locations Percentage of Users (%) (City, State Fort Worth, Texas 100% Name Lexis for Microsoft Office Access ae I Ia Brown Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Carolyn McFatrid e [X Lexis for Microsoft Office or El Lexis For Microsoft Office—With Document Tools Chris MC)SIPV CR Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Brandon Carr [3t Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Steve Cumbie [X Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Elizabeth Dierdorf Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Harvey F e Lexis for Microsoft Office or ❑ Lexis For Microsoft Office—With Document Tools Kelly Madrid Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools iutt Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Teresa John (JQhnson) Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Jane Ann Mc Owen Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Lois Threatt Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Tracey McVay Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Rantly Melton Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools Joshua Marcum Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools El Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools ❑Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools ❑Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools ❑Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools ❑Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools ❑Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools ❑Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools ❑Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools ❑Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools ❑Lexis for Microsoft Office or ❑Lexis For Microsoft Office—With Document Tools ND:SLGovt-FedGovt-LexisMicrosoftOfficeAdm-LexisAdvance-Sept2015 ©2015 LexisNexis. All rights reserved. IN 4817-5206-2248 Page 4 EXHIBIT A LEXIS®FOR MICROSOFT®OFFICE END USER LICENSE AGREEMENT I.SUBSCRIPTION LICENSE GRANT. a. Subject to the terms and conditions of this Lexis9 for Microsoft®Office End User License Agreement(this"EULA"),LexisNexis, a division of RELX Inc.("LN")grants you a personal, limited, nonexclusive, non-transferable license to access and use the Lexis®for Microsoft® Office software product(the "Software") set forth in the agreement between you and LN for access to the Software(the "Order"). Use of the Software is subject to the terms set forth in the Order including the number of Authorized Users and time period ("Term")set forth in the Order. b. Restrictions and Prohibitions on Use. Except as expressly permitted by Section 1(a), or upon the express prior written consent of LN, you may not, nor permit others to: (1) 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; (2) provide anyone other than your Authorized Users access to the Software or any portions thereof;(3) 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), including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;(4) create compilations or derivative works of the Software;(5) 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;(6) remove, change, or obscure any copyright notice or other proprietary notice or terms of use contained in the Software; (7) remove, disable, or defeat any functionality of the Software; or (8) upload content in the Software (through the Notes feature or otherwise)that is defamatory,libelous,pornographic or obscene,unless such content is reasonably related to professional responsibilities. In addition, Authorized Users are strictly prohibited from uploading content to the Software that is considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH). 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 as many copies as reasonably necessary for each Authorized User (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. d.Third Party Materials. The use of some third-party materials included in the Software may be subject to other terms and conditions typically found in a separate software agreement or"Read Me" file located in or near such materials 2. COPYRIGHT. LN and its third party licensors and developers 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 and international copyright laws and international treaty provisions. This EULA does not grant you any ownership or intellectual property rights in the Software. Upon expiration of the Term, you will not have the right to continue using the Software and will promptly remove all copies of the Software from your systems. 3. REVERSE ENGINEERING. You agree that you will not, nor will you permit others to 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 or into another product not approved for use by LN (excluding Microsoft Office); or(v) copy the Software except as expressly permitted by this EULA. 4.SOFTWARE SUPPORT. 4.1 As part of your subscription to the Software, LN will provide the following support and maintenance for the Software during the Term("Support Services"): (a)Product Support.LN will provide telephonic product support services for the Software 24x7x365 days. (b) Software Problem Resolution. If you report to LN that the Software does not function according to the user-level documentation for the Software ("Software Problem") and otherwise comply with Section 5 YOUR RESPONSIBILITIES, LN will investigate the Software Problem within a reasonable time after receiving proper notice from you, and sufficient information to identify the problem. LN 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, LN will use reasonable efforts to correct the Software Problem which may include implementing a temporary work-around. If LN, in good faith, determines that the Software Problem results from an error in the applicable user-level documentation, LN may correct the Software Problem by correcting that documentation. (c) Software Updates and Upgrades. LN has multiple different offerings of the Lexis for Microsoft software product (Lexis for Microsoft Office, Lexis for Microsoft Office — with Document Tools, etc.). The license granted herein is only to the Lexis for ND:SLGovt-Fed Govt-LexisMicrosoftOfficeAdm-LexisAdvance-Sept2015 ©2015 LexisNexis. All rights reserved. ID#4817-5206-2248 Page 5 Microsoft Software product offering you have selected in the Order (for purposes of this Section 4.1(c) "Your Subscribed Product")and to the Updates and Upgrades released by LN to Your Subscribed Product. This license does not entitle you to have access or use of any other Lexis for Microsoft software product. In order to ensure the proper operation of Your Subscribed Product in accordance with its written documentation, LN will provide you with patches, bug fixes, corrections and minor enhancements ("Updates") during the Term. Updates will be provided free of charge as they become commercially available from LN. Your failure to promptly install Updates may result in the voiding of LN's warranty set forth in Section 6. LN will also provide you with feature or functionality enhancements to Your Subscribed Product (an "Upgrade") free of charge as such Upgrades become commercially available from LN. LN's distribution of Upgrades and/or Updates to you does not entitle you to use more copies of Your Subscribed Product than the number of Authorized Users for which you have a valid subscription. This license, including the release of any Update or Upgrade to Your Subscriber Product, does not entitle you to have access to or use of any other Lexis for Microsoft software product. If you wish to subscribe to any other Lexis for Microsoft software product, you must execute an Order with LN which contains the appropriate terms of use and charges for the applicable Lexis for Microsoft software product. Your use of an Upgrade or Update is licensed in accordance with the terms and conditions of this EULA. 4.2 LN is not obligated to provide Support Services for any Software(a)that has been provided to you free of charge,(b)that has been altered other than by LN or at LN's direction, (c)that is more than two versions out of date, or(d)that integrates with or is designed for any platform that LN or Microsoft no longer supports in the normal and ordinary course of its support lifecycle and/or release cycle. For example,LN is not obligated to support software designed to work with Microsoft platforms that fall outside of the period in which complimentary support services are available as part of the Microsoft license or licensing program; or requires extended support plans that may require additional charges. 4.3 LN retains the right to change or modify the Support Services offered herein at any time and from time to time upon thirty (30) days' written notice to you. In the event any such change materially and adversely affects the Support Services, you may terminate the Order and this EULA upon 10 days'written notice to LN. 5.YOUR RESPONSIBILITIES. 5.1 The Support Services do not include, and you must provide at your expense unless otherwise expressly agreed by you and LN in writing: (a) installation, testing, and operation of the Software and all Upgrade and/or Updates; (b) isolation and documentation of Software Problems; (c) intranet resources, backup and restoration of your systems; and (d) modems and Internet access for LN's remote access and diagnosis of Software Problems,when necessary. 5.2 LN is not responsible for products provided to you by third parties, whether or not LN recommended them or assisted in their evaluation, selection, or supervision. The failure of those products or their respective suppliers to meet your requirements will not affect either party's obligations under this EULA. 6.LIMITED WARRANTY. During the Term, LN warrants that the Software will operate substantially in accordance with the documentation provided, unless performance problems are the result of hardware failure, improper use,or modification by you or your agents or contractors or due to your failure to install all Updates. If the Software does not so operate, your exclusive remedy and LN's sole obligation under this warranty shall be, in LN'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 current version of the Software. LN further warrants that Software Support will be performed in a professional manner, consistent with industry standards. EXCEPT AS SET FORTH ABOVE, LN DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LN DOES NOT WARRANT THAT I HE 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 LN CREATES OR MODIFIES FOR YOU) WILL OPERATE UNINTERUPTED OR ERROR-FREE, OR THAT THE SOFTWARE, UPGRADE OR UPDATE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM, SYSTEM OR APPLICATION. PORTIONS OF THE SOFTWARE HAVE BEEN DEVELOPED BY MICROSOFT CORPORATION AND SUCH PORTIONS ARE PROVIDED "AS IS." ADDITIONALLY, IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE, THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. ALL WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN APPLY TO LN'S SOFTWARE DEVELOPERS, SUBCONTRACTORS AND SUPPLIERS. IT IS THE MAXIMUM FOR WHICH THEY AND LN ARE COLLECTIVELY RESPONSIBLE. 7.FEES AND PAYMENT FOR SUBSCRIPTION. 7.1 Applicable fees and charges for the Software and the support services are set forth in your Lexis for Microsoft Office Order. Unless otherwise stated,the fees for the subscription do not include any taxes,such as sales,use,or excise taxes. ND:SLGovt-FedGovt-LexisMicrosoftOfficeAdm-LexisAdvance-Sept2015 ©2015 LexisNexis. All rights reserved. ID#4817-5206-2248 Page 6 7.2 In the event LN sends you an invoice for the subscription, you shall pay LN 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, LN 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, LN will send you a receipt confirming the amount paid and date of expiration of the Term. 8.TERMINATION. Upon termination of the Order, you will promptly cease all use of the Software and will return all copies of the Software and documentation to LN or, at the option of LN, certify to LN in writing, signed by an executive officer, that all copies of the Software and documentation have been destroyed. Termination of the Order will not be an exclusive remedy and all other remedies will be available to either party whether or not the Order is terminated. LN may terminate this EULA upon 90 days' notice to you in the event LN no longer provides Support Services for the Software. In the event of termination, LN will refund any prepaid but unused fees to you on a pro-rata basis. 9.LIMITATIONS OF LIABILITY. NOTWITHSTANDING THE TERMS CONTAINED IN THIS EULA, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL LN, ITS PARENT, AFFILIATES, OR ANY OF ITS SOFTWARE DEVELOPERS, SUPPLIERS OR SUBCONTRACTORS 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 LN 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 LN'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. UNITED STATES GOVERNMENT USE. 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 System 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. 11. EXPORT RESTRICTIONS. You agree that you will not permit use of or export, directly or indirectly, re-export, divert or transfer the Software in violation of any applicable export control law or regulation, including without limitation, the U.S. Export Administration Regulations("Export Controls"). 12.MISCELLANEOUS. 12.1 LN (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 EULA, and all related copyrights,trade secrets,and other intellectual property. 12.2 LN furnishes products and services to you under this EULA on a non-exclusive basis. LN 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. 12.3 All notices required or permitted under this EULA shall be in writing and shall be delivered by any method providing sufficient 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 LN shall be sent to the address listed above with a copy to LN, Attention: Customer Legal Services, 9443 Springboro Pike,Miamisburg,OH 45342. Notices to you shall be sent to the address I.N has on record. 12.4 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 EULA 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 EULA 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. 12.5 Each term of this EULA 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 EULA. ND:SL Govt-FedGovt-LexisMicrosoftOfficeAdm-LexisAdvance-Sept2015 ©2015 LexisNexis. All rights reserved. 0#48117-6206-2248 Pa e 7 12.6 This EULA, together with the Lexis for Microsoft Office Order, 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. In the event that you are required to accept any"click-through"license terms at the time of download of the Software or otherwise,the terms of such click-through shall control over any conflicting terms set forth in this EULA. 12.7 Neither party shall assign its rights or delegate its duties under this EULA without the prior written consent of the other party, except that LN may assign this EULA to an affiliate or to its successor by merger or to the transferee of substantially all of its stock or assets. 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 EULA by reason of any such assignment or delegation. This EULA shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. [End of Exhibit A] ND:SLGovt-Fed Govt-LexisMicrosoftofficeAdm-LexisAdvance-Sept2015 ©2015 LexisNexis. All rights reserved. ID#4817-5206-2248 Pa e 8 Legal Store Lexis Web LexisNexis- United States IW Worldwide Contact Us r-I Feedback Site search ---------- ............... ........ ................ Our Solutions About Us News Careers Communities Store Support Home> Terms 5 LACommercia12 ED E-mail Print Terms & Conditions of use for the LexisNexis Services Lexis Advance Price Schedule I Supplemental Terms NOTICE:THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF THE LEXISNEXIS ONLINE SERVICES IF YOU ARE AN AUTHORIZED USER IN AN ORGANIZATION THAT HAS ACCEPTED THESE TERMS IN WRITING. OTHERWISE, YOUR USE OF THE ONLINE SERVICES IS SUBJECT TO THE GENERAL TERMS AND CONDITIONS VIEWABLE AT VMM.LEXISNEXIS.COM/GENERAL/1996-2009 OR THE TERMS OF YOUR ORGANIZATION'S CUSTOMIZED AGREEMENT WITH LN. GENERAL TERMS&CONDITIONS FOR USE OF THE ONLINE SERVICES SEPTEMBER 1,2010 The terms and conditions listed below govern use of the online services(the"Online Services")and materials available therein("Materials")provided by LexisNexis,a division of Reed Elsevier Inc.and its affiliated companies(collectively"LN"). The terms"you"and"your" in uppercase or lowercase shall mean the entity(e.g.,company,corporation,partnership, sole proprietor,etc.)or government agency entering into a Subscription Agreement with LN. The"Subscription Agreement"shall consist of these General Terms and Conditions,and the standard,transactional rates applicable to you(the"Price Schedule"). 1. GRANT OF RIGHTS;RESTRICTIONS ON USE 1.1 You and your Authorized Users(defined below in Section 2.1)are granted a nonexclusive,nontransferable,limited right to access and use for research purposes the Online Services and Materials made available to you.The rights granted to each Authorized User are as follows: (a)The right to electronically display Materials retrieved from the Online Services for the Authorized User's individual use(e.g.,no Authorized User may network others via LANs, WANs,intranets or the Internet),subject to the Supplemental Terms for Specific Materials("Supplemental Terms").Notwithstanding the foregoing,an Authorized User may display a de minimis amount of the Materials on an incidental,infrequent basis for non- commercial purposes to other Authorized Users so long as the Authorized Users are in the same physical location and the mode of display is not through the Internet,an intranet or other types of networking communication like LANs or WANs; (b) The right to email,fax,download or make printouts using the commands of the Online Services and the right to create a single printout of Materials accessed or downloaded by any other means(collectively,"Authorized Printouts"); (c) With respect to Materials that are court cases,court rules,court briefs,agency issued documents,agency regulations or executive branch materials from the United States,its states,local governments,or territories(collectively,"Authorized Legal Materials"),the right to download using the commands of the Online Services and store in machine-readable form,primarily for that Authorized User's exclusive use,a single copy of insubstantial portions of those Authorized Legal Materials included in any individually searchable file or content source in the Online Services to the extent the storage of those Authorized Legal Materials is not further limited or prohibited by the Supplemental Terms,The storage may continue so long as the Authorized Legal Materials are needed for purposes contemplated under this Subscription Agreement. (d)With respect to all Materials other than Authorized Legal Materials,the right to download using the commands of the Online Services and store in machine readable form for no more than 90 days,primarily for that Authorized User's exclusive use,a single copy of insubstantial portions of those Materials included in any individually searchable file or content source in the Online Services,to the extent the storage of those Materials is not further limited or prohibited by the Supplemental Terms; (e) Notwithstanding anything to the contrary herein,the right to(1)excerpt or quote insubstantial portions of Materials in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law;(2)distribute Authorized Printouts to persons who are not Authorized Users(including by emailing through the functionality of the Online Services)on an occasional,infrequent basis as permitted by applicable copyright law,and(3)store Materials for periods in excess of the periods set forth above to the extent required for legal or regulatory compliance provided all other Materials Logname: 17ED COMFORWOMEN Page 1 of 5 are purged promptly upon the expiration of this Subscription Agreement;and (f) For the avoidance of doubt,downloading and storing Materials in an archival database is prohibited.The Online Services and the Materials are protected by copyright,intellectual property laws,and other laws that prevent unauthorized access and use.If you are not an Authorized User,you are not permitted to access or use the Online Services for any purpose whatsoever.If you nevertheless access and use the Online Services or Materials without authorization,your access and use will be governed by these General Terms and Conditions and you will be liable to LN for any breach of the General Terms and Conditions as well as for unauthorized access and payment for use at the rates in the applicable Price Schedule. 1.2 To the extent permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms,you and your Authorized Users may make copies of Authorized Printouts and distribute Authorized Printouts and copies. 1.3 Except as specifically provided in Sections 1.1 and 1.2,you and your Authorized Users are prohibited from downloading,emailing,faxing,storing,reproducing,transmitting, displaying,copying,distributing,or using Materials retrieved from the Online Services.You may not exploit the goodwill of LN,including its trademarks,service marks,or logos without the express written consent of LN.Additionally,under no circumstances may you or any Authorized User offer any part of the Online Services or Materials for commercial resale or commercial redistribution in any medium or use the Online Services or the Materials to compete with the business of LN. 1.4 All right,title,and interest(including all copyrights,trademarks and other intellectual property rights)in the Online Services and Materials in any medium belongs to LN or its third party suppliers of Materials.Neither you nor your Authorized Users acquire any proprietary interest in the Online Services,Materials,or copies thereof,except the limited rights granted herein. 1.5 Neither you nor your Authorized Users may use the Online Services or Materials in any fashion that infringes the intellectual property rights or proprietary interests of LN or any third party.Your use of the Online Services and Materials must comply with all applicable laws, rules or regulations. 1.6 Neither you nor your Authorized Users may remove or obscure the copyright notice or other notices contained in Materials. 1.7 Neither you nor your Authorized Users may use information included in the Online Services or Materials to determine an individual consumer's eligibility for(a)credit or insurance for personal,family,or household purposes;(b)employment;or(c)a government license or benefit.The term"consumer"is defined in the United States Fair Credit Reporting Act at 15 USC§1681. 1.8 Other provisions that govern use of the Materials are set forth in the applicable Price Schedule,the Supplemental Terms,online descriptions of files,online notices following source selection,and individual documents retrieved from the Online Services(collectively, the"Additional Terms"),all of which are incorporated by reference into this Subscription Agreement. 2. ACCESS TO SERVICES 2.1 Only your employees,temporary employees,students,partners/members,and contractors dedicated to performing work exclusively for you(to the extent those categories of persons are appropriate to your situation)are eligible to access and use the Online Services and Materials("Eligible Persons").Without limitation,external professional service providers such as attorneys,accountants,outsourcers and public relations firms are specifically excluded from being Eligible Persons.The term"Authorized User'means an Eligible Person whom you have identified to LN for purposes of issuing an LN ID.You agree that each LN ID may only be used by the Authorized User to whom LN assigns it and that the LN ID may not be shared with or used by any other person,including other Authorized Users. You will manage your roster of Authorized Users and will promptly notify LN to deactivate an Authorized Users LN ID if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User's access to the Online Services.You are responsible for all use of the Online Services accessed with LN IDs issued to your Authorized Users,including associated charges,whether by Authorized Users or others.You will use reasonable commercial efforts to prevent unauthorized use of LN IDs assigned to your Authorized Users and will promptly notify LN,in writing,if you suspect that an LN ID is lost,stolen,compromised,or misused. 2.2 Use of the Online Services via mechanical,programmatic,robotic,scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by LN in writing,use of the Online Services is permitted only via manually conducted,discrete,individual search and retrieval activities. 2.3 To comply with local privacy,data protection and other laws,each LN ID is country specific and may not be used outside the country for which it is issued,except for short periods not to exceed 30 continuous days.If LN suspects use of an LN ID outside the country of issue for a period in excess of 30 continuous days,LN may suspend the LN ID or require you to use and pay for an LN ID for the relevant Country, On request,LN will issue a geographically compliant LN ID, Logname: 17ED COMFORWOMEN Page 2 of 5 2.4 The Online Services,Materials,and feature functionality within the Online Services may be enhanced,added to,withdrawn,or otherwise changed by LN without notice. 2.5 Subject to Section 2.4 above,the Online Services may contain a feature that will allow your Authorized Users to create work folders or work spaces("Folders')from within research sessions that are associated solely with their respective LN IDs.The Folders are designed to allow your Authorized Users to save copies of Materials made available by LN,as well as links to materials made available on the Internet or other documents that you or your Authorized Users'own or otherwise have the right to upload to Folders.Applicable charges for the Folders are listed in the Price Schedule.LN represents and warrants that:(a)the Folders will be under the exclusive control of your Authorized Users;and(b)LN will not access or otherwise review the content of Folders without your authorization. Notwithstanding the foregoing,LN may access or disclose the content of Folders to the extent necessary to facilitate features and functions of the Online Services and to comply with contractual and legal obligations including,but not limited to,an administrative or judicial proceeding.Authorized Users are solely responsible for the content of their respective Folders.You represent and warrant that the Authorized Users have the right and authority to upload any and all content to the Folders that is not provided by LN.Authorized Users are prohibited from uploading content to the Folders that is defamatory,libelous,pornographic or obscene,unless such content is reasonably related to professional responsibilities.In addition,Authorized Users are strictly prohibited from uploading content to the Folders that is unlawful or that is considered protected health information under the Health Accountability and Portability Protection Act of 1996(HIPAA)or the Health Information Technology for Economic and Clinical Health Act of 2009(HITECH).You agree to indemnify,defend,and hold LN harmless for any and all claims,damages,costs,fines and expenses that LN may incur as a result of you or your Authorized Users'use of the Folders or any content uploaded to the Folders,excluding LN Materials.Authorized Users are solely responsible for securing or saving the content of their respective Folders before the expiration or termination of this Subscription Agreement,if desired.LN has no obligation to provide the content of Folders to you or your Authorized Users after the termination of this Subscription Agreement.All LN Materials contained in Folders remain subject to the storage limitations and other license terms and restrictions set forth in this Subscription Agreement. 3. LIMITED WARRANTY 3.1 LN represents and warrants that it has the right and authority to make the Online Services and Materials available to you and your Authorized Users as authorized expressly by this Subscription Agreement. 3.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.1,THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN"AS IS","AS AVAILABLE"BASIS AND LN AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES,INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY 4.1 A Covered Party(as defined below)shall not be liable for any loss,injury,claim,liability, or damage of any kind resulting in any way from(a)any errors in or omissions from the Online Services or any Materials available or not included therein,(b)the unavailability or interruption of the Online Service or any features thereof or any Materials,(c)your or an Authorized User's use of the Online Services or Materials,(d)the loss or corruption of any data or equipment in connection with the Online Services,(e)the content,accuracy,or completeness of Materials,all regardless of whether you received assistance in the use of the Online Service from a Covered Party,(f)any delay or failure in performance beyond the reasonable control of a Covered Party,or(g)any content retrieved from the Internet even if retrieved or linked to from within the Online Services. 4.2 "Covered Party"means(a)LN and any officer,director,employee,subcontractor,agent, successor,or assign of LN;and(b)each third party supplier of Materials,third party alliance entities,their affiliates,and any officer,director,employee,subcontractor,agent,successor, or assign of any third party supplier of Materials or third party alliance entity or any of their affiliates. 4.3 TO THE FULLEST EXTENT PERMISSIBLE PY APPLICABLE LAW,UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS OR THIS SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY. 4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW,NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL,INDIRECT, INCIDENTAL,OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING,WITHOUT LIMITATION,ATTORNEYS'FEES)IN ANY WAY DUE TO, RESULTING FROM,OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS,OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR(AND YOUR AUTHORIZED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO LN OR ITS THIRD PARTY SUPPLIERS. Logname: 17ED COMFORWOMEN Page 3 of 5 4.5 Notwithstanding anything to the contrary in this Section 4:(a)If there is a breach of the warranty in Section 3.1 above,then LN at its option and expense,shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party's claim of patent,trademark,service mark,copyright or trade secret infringement related to use of the Online Services or Materials,asserted against you by such third party provided:(i)all use of the Online Services and Materials was in accordance with this Subscription Agreement,(ii)the claim,cause of action or infringement was not caused by you modifying or combining the Online Services or Materials with or into other products or applications not approved by LN;(iii)you give LN prompt notice of any such claim;and(iv) you give LN the right to control and direct the investigation,defense and settlement of each such claim. You,at LN's expense,shall reasonably cooperate with LN in connection with the foregoing. (b)In addition to Section 4.5(a),if the Online Services or the operation thereof become,or in the opinion of LN are likely to become,the subject of a claim of infringement,LN may,at its option and expense,either:(i)procure for you the right to continue using the Online Services, (ii)replace or modify the Online Services so that they become non-infringing,or(iii)terminate this Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable)for any pre-paid fees or fixed charges. (c)The provisions of Sections 4.5(a)and(b)shall constitute your sole and exclusive remedy for the respective matters specified therein. 5. MISCELLANEOUS 5.1 These General Terms and Conditions,including the Additional Terms may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed in accordance with the terms of your Price Schedule,all other provisions may be changed by LN immediately upon notice to you. If any changes are made to this Subscription Agreement,such changes will:(a)only be applied prospectively,and(b)not be specifically directed against you or our Authorized Users but will apply to all similarly situated LN customers using the Online Services. You may terminate this Subscription Agreement upon written notice to LN if any change to these General Terms and Conditions is unacceptable to you. For termination to be effective under this Section 5.1,written notice of termination must be provided to LN within 90 days of the effective date of the change. Continued use of the Online Services following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right. Except as provided above,this Subscription Agreement may not be supplemented,modified or otherwise revised unless signed by duly authorized representatives of both parties. Furthermore,this Subscription Agreement may not be supplemented,modified or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated. 5.2 You or LN may terminate this Subscription Agreement at any time in accordance with this Section 5.2. The effective date of termination shall be 10 days after the receipt of written notice of termination,unless a later date is specified in the notice. LN may temporarily suspend or discontinue providing access to the Online Services to any or all Authorized Users in breach of this Subscription Agreement without notice and LN may pursue any other legal remedies available to it. 5.3 All notices and other communications hereunder shall be in writing or displayed electronically in the Online Services by LN. Notices shall be deemed to have been properly given on the date deposited in the mail,if mailed,on the date first made available,if displayed in the Online Services;or on the date received,if delivered in any other manner. Legal notices to LN should be sent to LexisNexis,Attn:Chief Legal Officer,9443 Springboro Pike,Miamisburg,OH 45342. 5.4 The failure of you,LN,or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. 5.5 Neither you nor any Authorized User may assign your rights or delegate your duties under this Subscription Agreement without the prior written consent of LN,which consent shall not be unreasonably withheld. This Subscription Agreement and any amendment thereto shall be binding on,and will inure to the benefit of the parties and their respective successors and permitted assigns. 5.6 LN's ability to provide Materials is regulated by a variety of privacy,data protection,and other laws in a variety of jurisdictions("Data Laws')and by the licenses under which it obtains Materials("Licenses").You acknowledge that LN will perform a due diligence review of your account upon registration and that the due diligence review will be heightened if you desire to access sensitive,non-public Materials about individuals.You also acknowledge that LN will perform periodic reviews of you and your Authorized Users'use of Materials subject to Data Laws or Licenses("Regulated Data")in order to comply with Data Laws and license restrictions,and that the review may include asking you or your Authorized Users to verify that use of Regulated Data was for a permissible purpose.You and your Authorized Users will cooperate with LN in any such due diligence or regulatory review and will promptly produce all relevant records and documentation reasonably requested by LN.All reviews will be at LN's expense.If there is any failure to cooperate with LN,or if any review reveals the lack of a permissible purpose to access Regulated Data,LN may deny access to the Online Logname: 17ED COMFORWOMEN Page 4 of 5 Services or to Regulated Data.LN will be under no obligation to reduce the fees payable by you to the extent that it is unable to provide Regulated Data to you based solely on your non- cooperation. 5.7 If you,any of your Authorized Users,or any person you or your Authorized Users permits to use the Online Services or who gains access through an Authorized User's failure to property secure his or her LN ID or computer(a"User")should access or use Regulated Data in an unauthorized manner(a"Security Event"),then the following provisions will apply: (a)if required by applicable law,you will notify the individuals whose information has potentially been accessed or used that a Security Event has occurred;(b)you will notify any other parties(including but not limited to regulatory entities and credit reporting agencies)as may be required by law;(c)the notification will not reference LN or the product through which the Regulated Data was provided,nor will LN be otherwise identified or referenced in connection with the Security Event,without the express written consent of LN;(d)you will be solely liable for all claims that may arise from a Security Event caused by you,your Authorized Users or a User and you will indemnify LN for any third party claims directed against LN that arise from the Security Event;and(e)all notifications and indemnity claims related to the Security Event will be solely at your expense. 5.8 This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York regardless of the law that might otherwise apply under applicable principles of conflicts of law. 5.9 This Subscription Agreement will be enforced to the fullest extent permitted by applicable law.If any provision of this Subscription Agreement is held to be invalid or unenforceable to any extent,then(a)such provision will be interpreted,construed and reformed to the extent reasonably required to render it valid,enforceable and consistent with its original intent and (b)such invalidity or unenforceabllity will not affect any other provision of this Subscription Agreement. 5.10 Where applicable,each affiliated company of LN and each third party supplier of Materials has the right to assert and enforce the provisions of this Subscription Agreement directly on its own behalf as a third party beneficiary. 5.11 This Subscription Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications,representations,proposals or quotations on that subject matter. Supplemental Terms for Specific Materials Terms&Conditions I Privacy Policy I Consumer Access I Products Index I Site Map I Contact Us 1+1 Feedback Copyright 2016 LexisNexis.All rights reserved. G RELX 2016 Logname: 17ED COMFORWOMEN Page 5 of 5 El [Article ID:674211 System Requirements for Lexis for Microsoft Office Minimum System Configuration Computer/processor Intel®Core'm 2 Duo processor 2.66 GHz Memo RAM 4 GB Display 1024x768 or higher resolution Operating System Windows 7 Software Requirements(User Installed) • Windows Vista(32-bit or 64-hit) • Service Pack 2 • Any priority updates supplied through Microsoft Update • Windows 7(32-bit or 64-bit) Any priority updates supplied through Microsoft Update Operating System • Windows 8.1(32-bit or 64-bit) o Any priority updates supplied through Microsoft Update • Windows 10(32-bit or 64-bit) Any priority updates supplied through Microsoft Update Note: Lexis for Microsoft Office®is supported in the Virtualized Desktop environments,such as Citrix,Terminal Services,etc. • Microsoft Outlook®and/or Microsoft Word 2007 • Service Pack 2 • Any updates supplied through Microsoft Update Microsoft Software • Outlook and/or Word 2010(32-bit or 64-bit) (One of the Following) ° Any updates supplied through Microsoft Update • Outlook and/or Word 2013 (32-bit or 64-bit) Any updates supplied through Microsoft Update • Outlook and/or Word 2o16(32-bit or 64-bit) o Any updates supplied through Microsoft Update Browser IInternet Explorer®8 or higher Software Requirements The required software is installed automatically by the Lexise for Microsoft Office®installer.Minimum required versions listed below.Newer versions will function as well. Microsoft.NET Framework 4 Version 4.0.30319 or higher Client Profile Microsoft.NET Framework 4 Version 4.0.30319 or higher Extended Microsoft Visual C++ x86 or x64(depending on the system configuration) redistributable 2oo8 SP1 Microsoft Visual C++ x86 or x64(depending on the system configuration) redistributable 2010 Microsoft Visual Studio 2010 Runtime Version 10.0.31119 or higher Tools for Office Logname: 17ED COMFORWOMEN Page 1 of 2 Terms& Copyright Cj 2016 LexisNexis.All rights reserved. Conditions Logname: 17ED COMFORWOMEN Page 2 of 2 ` US: 630.598.1100 UK: +44 (0)20 7780 6785 Blog Customer Support Careers LOGIN ® o ® MICROSYSTEMS DOCUMENT MASTERS POLICIES - EULA END USER LICENSE AGREEMENT Posted and Effective: July 1 2015 This end user license agreement ("EULA") is made between Freedom Solutions Group, LLC ("Microsystems") and the Customer (defined below). By installing or using the Software (defined below), Customer agrees to be bound by this EULA. CUSTOMER AND MICROSYSTEMS AGREE AS FOLLOWS: 1. Certain Definitions. For purposes of this EULA: "Customer" means the individual or entity that installs Software for use in the ordinary course of business. "End User" means the individual using the Software. "Seats" means the number of unique authorized usernames and passwords which a copy of the Software may be used under this EULA. Logname: 17ED COMFORWOMEN Page 1 of 8 "Software" means the computer programs, any Documentation, backup copies and upgrades and/or modifications to any of the forgoing provided to Customer hereunder. 2. License. Subject to the terms and conditions of this EULA, Microsystems grants to Customer (and any End User authorized by Customer to use the Software on behalf of Customer in compliance with the terms of this EULA), a non-exclusive, non-transferable and non-sublicensable license to use the object code form of the Software for the number of authorized "Seats" licensed on the Lexis for Microsoft Office Lexis Advance Edition Addendum (LMO Addendum) solely for Customer's internal business purposes, and solely in accordance with the relevant Documentation. Customer shall not and shall not permit any End User to use the Software in excess of the authorized Seats and/or any other restrictions/limitations described here and in the LMO Addeddum. 3. Evaluation License and Terms Specific to Evaluation Copies of Software. For any evaluation copies of Software provided to Customer, the following shall apply (notwithstanding any contrary term specified in any other sections of this EULA): (A) unless otherwise specified in the LMO Addendum , the requirement to pay license fees does not apply; and (B) the Software license is limited to the evaluation term permitted by Microsystems or its authorized agents and only for the limited purpose of evaluating the Software and establishing Customer's desire to purchase licenses to Software; and (C) the Software is provided "As Is" without any warranty of any kind; and (D) Customer shall not be entitled to any Support and Maintenance Services or any Upgrades. 4. Restrictions. Except as otherwise expressly permitted under this EULA, Customer shall not (and shall not authorize or permit any third party including any End Users to): (i) copy or use the Software or any portion thereof, except as expressly authorized by this EULA; (ii) modify the Software or create derivative works based upon the Software; (iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (iv) use or permit the Software to be used to perform services for third parties, whether as a service bureau or time sharing basis or otherwise, without the express written authorization of Microsystems; (v) disclose, provide, or otherwise make available trade secrets contained within the Software in any form to any third party without the prior written consent of Microsystems; (vi) release, publish, and/or otherwise make available to any third party the results of any performance or functional evaluation of the Software without the prior written approval of Microsystems; or (vii) alter or remove any proprietary notices or legends contained on or in the Software. For the avoidance of doubt all restrictions specified herein with respect to Software apply to all components (including Documentation). 5. Indemnity. Subject to the terms herein, Microsystems, at its own expense, shall defend Customer from any and all third party claims that the Software infringes or violates any third party intellectual property right in the country that Customer purchased a license to Logname: 17ED COMFORWOMEN Page 2 of 8 the Software and Microsystems shall indemnify Customer from any amounts assessed against Customer in a resulting judgment or amounts to settle such claims, provided that Customer: (a) gives Microsystems prompt written notice of any such claim; (b) permits Microsystems to control and direct the defense or settlement of any such claim; and (c) provides Microsystems all reasonable assistance in connection with the defense or settlement of any such claim, at Microsystems's expense. If Customer's use of the Software is (or in Microsystems's opinion is likely to be) enjoined, Microsystems, at its expense and in its sole discretion, may: (i) procure the right to allow Customer to continue to use the Software, or (ii) modify or replace the Software or infringing portions thereof to become non-infringing, or (iii) if neither (i) nor (ii) is commercially feasible, terminate Customer's right to use the affected portion of the Software and refund any license fees paid by Customer corresponding to such Software, pro-rated over a three (3) year period from delivery (unless the license period is shorter than three years in which case the prorated period shall equal to such period). Notwithstanding the foregoing, Microsystems shall have no obligations under this Section to the extent any infringement claim is based upon or arises out of: (i) any modification or alteration to the Software not made by Microsystems or its contractors; (ii) any combination or use of the Software with products or services not approved by Microsystems in writing; (iii) Customer's continuance of allegedly infringing activity after being notified thereof; (iv) Customer's failure to use Updates made available by Microsystems; and/or (v) use of the Software not In accordance with the applicable Documentation or outside the scope of the license granted under this EULA. The remedies set forth in this Section constitute Customer's sole and exclusive remedies, and Microsystems's entire liability, with respect to infringement or misappropriation of third party intellectual property. 6. Ownership. The Software is licensed and not sold. Microsystems and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Software and Documentation all copies or portions thereof, and any derivative works thereof (by whomever created). All suggestions or feedback provided by Customer or its employees or agents (including End Users) to Microsystems with respect to the Software shall be Microsystems's property and deemed Confidential Information of Microsystems and Customer hereby assigns the same to Microsystems. 7. Term and Termination. This EULA and the license granted herein shall remain effective until terminated or until the licensed period expires whichever is earlier. This EULA may be terminated by a party: (i) upon thirty (30) days written notice, if the other party materially breaches any provision of this EULA and such breach remains uncured within such thirty (30) day period; or (ii) effective immediately, if the other party ceases to do business, or otherwise terminates its business operations without a successor; or (iii) effective immediately, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is filed against it and not dismissed Logname: 17ED COMFORWOMEN Page 3 of 8 within ninety (90) days. Upon termination, Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, and 11 shall survive any termination or expiration of this EULA. 8. Confidentiality. "Confidential Information" means any non-public data, information and other materials regarding the products, software, services or business of a party (and/or, if either party is bound to protect the confidentiality of any third party's information, of a third party) provided to the other party where such information is marked or otherwise communicated as being "proprietary" or "confidential" or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the foregoing, the Software and any performance data, benchmark results, and technical information relating thereto, the Documentation, Microsystems's pricing information and the terms and conditions of this EULA (but not its existence) shall be deemed the Confidential Information of Microsystems. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is already known to the Receiving Party (defined below) prior to disclosure by the Disclosing Party (defined below); (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or (iv) is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure. Each party (the "Receiving Party") agrees to keep the Confidential Information of the other party (the "Disclosing Party") in confidence and not to use such Confidential Information except in performing hereunder. Except as expressly authorized herein, the Receiving Party agrees to: (i) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care; and (ii) disclose the Disclosing Party's Confidential Information only to those employees and contractors of the Receiving Party who have a need to know such information for the purposes of this EULA, provided that any such employee and contractor shall be subject to a binding written agreement with respect to such Confidential Information at least as restrictive as the terms of this EULA, and the Receiving Party shall remain solely liable for any non-compliance of such employee or third party with the terms of this EULA. 9. Disclaimer of Warranties. Software Warranty. For a period of ninety (90) days from the date of delivery of Software to Customer, Microsystems warrants that the Software substantially conforms to its published specifications described in the end user Documentation supplied by Microsystems. This limited warranty extends only to the Customer who is the original licensee. Customer's sole and exclusive remedy and the entire liability of Microsystems and its suppliers and licensors under this limited warranty will be, at Microsystems's option, repair or replacement of the Software, or if repair or replacement is not possible, to Logname: 17ED COMFORWOMEN Page 4 of 8 refund the license fees paid for the Software upon the return and removal of all Software from servers and devices. Service Warranty. For a period of ninety (90) days from the date of delivery of service to Customer, Microsystems represents and warrants to Customer that all services provided hereunder shall be performed in a manner conforming to generally accepted industry standards and practices for similar services. Microsystems's entire liability and Customer's sole and exclusive remedy for any breach of the preceding warranty will be for Microsystems to re-perform the nonconforming services, provided that Microsystems must have received written notice of the nonconformity from Customer no later than ninety (90) days after the original performance of the services by Microsystems. Restrictions. This warranty does not apply if the Software, or any portion thereof: (i) which has been altered, except by Microsystems or its authorized representative, (ii) has not been used, installed, operated, repaired, or maintained in accordance with the relevant license agreement and/or published end user documentation provided by Microsystems, (iii) which has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (iv) which is licensed, for beta, evaluation, testing or demonstration purposes. Additionally, this warranty only applies to the original licensee and does not apply to any bug, defect or error caused by or attributable to other software or hardware used with the Software not supplied by Microsystems. DISCLAIMERS. EXCEPT FOR ANY LIMITED WARRANTY EXPRESSLY PROVIDED ABOVE, THE SOFTWARE, DOCUMENTATION, ANY RELATED SERVICES ARE PROVIDED "AS IS" AND MICROSYSTEMS AND ITS LICENSORS PROVIDE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, DOCUMENTATION, SERVICES, AND/OR MICROSYSTEMS HARDWARE. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY MICROSYSTEMS, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. FURTHER, MICROSYSTEMS AND ITS LICENSORS DO NOT WARRANT THE RESULTS OF USE OF THE SOFTWARE OR DOCUMENTATION OR THAT THE SOFTWARE IS BUG/ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE Lo2name: 17ED COMFORWOMEN Page 5 of 8 ABOVE. LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose. 10. Limitation of Liabilities. EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 2 (LICENSE), SECTION 4 (RESTRICTIONS), SECTION 7 (INDEMNITY), OR SECTION 10 (CONFIDENTIALITY), IN NO EVENT WILL CUSTOMER OR MICROSYSTEMS OR MICROSYSTEMS'S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF MICROSYSTEMS OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 2 (LICENSE), SECTION 4 (RESTRICTIONS), SECTION 7 (INDEMNITY), OR SECTION 12 (CONFIDENTIALITY), IN NO EVENT SHALL CUSTOMER OR MICROSYSTEMS (OR MICROSYSTEMS'S SUPPLIERS' OR LICENSORS') LIABILITY TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, OR OTHERWISE, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY OR MICROSYSTEMS'S THIRD PARTY LICENSORS OR SUPPLIERS UNDER THIS EULA (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE FEES RECEIVED BY MICROSYSTEMS FROM CUSTOMER (AND IN THE CASE OF CUSTOMER FEES PAID AND DUE TO MICROSYSTEMS OR ITS AUTHORIZED RESELLER) IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM, WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. Customer agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether Customer has accepted the Software or Documentation or any other product or service delivered by Microsystems or its Authorized Resellers. 11. General a. Customer Records. Customer grants to Microsystems and its independent accountants the right to examine Customer's books, records; and accounts during Customer's normal business hours to verify compliance with this EULA. In the event such audit discloses non-compliance with this EULA, Customer shall promptly pay to Microsystems the appropriate license fees, plus the reasonable cost of conducting the audit. T rNanarrP• 17F1) COMFORWOMEN Page 6 of 8 b. Export. Software and Documentation, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software and Documentation. c. U.S. Government End User Purchasers. The Software and Documentation qualify as "commercial items," as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of"commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this EULA may be incorporated, Customer may provide to Government end user or, if this EULA is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in this EULA. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are "commercial computer software" and "commercial computer software documentation," and constitutes acceptance of the rights and restrictions herein. d. Choice of Law; Venue. This EULA shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to or application of choice of law rules or principles. The sole and exclusive jurisdiction and venue for actions arising under this EULA shall be the State and Federal courts in Chicago Illinois; Customer hereby agrees to service of process in accordance with the rules of such courts. Notwithstanding any choice of law provision or otherwise, the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on the International Sale of Goods shall not apply. If any portion hereof is found to be void or unenforceable, the remaining provisions of the EULA shall remain in full force and effect. e. Entire Agreement; Modifications. Except as expressly provided herein, this EULA (specifically including any terms incorporated herein by reference) constitutes the entire agreement between the parties with respect to the license, use of the Software and delivery of support and maintenance services (where relevant) and delivery of Microsystems Hardware (where relevant). Except as expressly provided herein, this EULA may be amended only by a writing executed by both parties. f. Illegality. Should any term of this EULA be declared void or unenforceable by any court of competent jurisdiction, that provision shall modified, limited or eliminated to the minimum extent necessary and such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. Logname: 17ED COMFORWOMEN Page 7 of 8 g. Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. h. Assignment. This EULA is personal to Customer and may not be assigned or transferred without the prior written consent of Microsystems or its authorized agents, provided that Microsystems or its authorized agents may not unreasonably withhold consent in the event Customer requests assignment to a successor in interest of all of its business or assets. Any action or conduct in violation of the foregoing shall be void and without effect. Microsystems expressly reserve the right to assign this EULA and to delegate any of its obligations hereunder. i. Legal Fees. The party prevailing in any dispute under this EULA shall be entitled to its costs and legal fees. j. Notice. Any and all notices or other information to be given by one of the parties to the other shall be deemed sufficiently given when forwarded by certified mail (receipt requested), or hand delivery to the other party to the applicable address provided in writing. Such notices shall be deemed to have been received on the first business day following the day of such delivery. The address of either party may be changed at any time by giving ten (10) business days prior written notice to the other party in accordance with the foregoing. k. Equitable Relief. The parties agree that a material breach of this EULA adversely affecting Microsystems intellectual property rights in the Software or Confidential Information of either party may cause irreparable injury to such party for which monetary damages would not be an adequate remedy and the non-breaching party shall be entitled to equitable relief(without a requirement to post a bond) in addition to any remedies it may have hereunder or at law. © 2016 Microsystems Home I Newsroom I Careers I Terms I Policies Logname: l 7ED COMFORWOMEN Page 8 of 8 LexisNexis Privacy Policy 1. Scope of this Privacy Policy 2. Collection of Information 3. Use of Your Personal Information 4. Sharing or Disclosing Your Personal Information 5. Children's privacy 6. Your Choices and Selecting your Privacy Preferences 7.Access to and Accuracy of Your Personal Information 8. Security 9. Changes to this Policy 10. Cross Border Transfer of Data 11. Contacting Us 1. Scope of this Privacy Policy This privacy policy describes how LexisNexis and its worldwide affiliated group companies (collectively, "LexisNexis") will use the personal information collected when you visit the LexisNexis websites, application websites and mobile platforms that contain a link to this privacy policy (each, a "Service").A Service may supplement this privacy policy with additional privacy terms or with additional privacy notices in connection with certain features of that Service.This privacy policy does not apply to websites, applications or mobile platforms that are not linked to this privacy policy or to those operated by third parties. We encourage you to review the privacy policies posted on those websites, applications and mobile platforms. 2.Collection of Information The Service collects information from you in two ways: directly from your input and automatically through the Service's technologies. a. Information provided by you The types of information the Service collects directly from you may include the following as well as any other information type that we expressly ask you to enter and submit to the Service: Logname: 17ED COMFORWOMEN Page 1 of 9 • Contact information, such as your name, email address, and telephone number; • Usernames and passwords; • Payment information, such as a credit or debit card number; • Educational and employment background; • Comments and feedback; • Interests and communication preferences. b. Information Collected Automatically The Service automatically collects certain information regarding your use of the Service. Examples of information collected automatically include: • Internet Protocol ("I P") address used to connect your computer to the Internet; • Computer, device and connection information, such as browser type and version, operating system, mobile platform and unique device identifier ("UDID") and other technical identifiers; • Uniform Resource Locator ("URL") click stream data, including date and time, and content you viewed or searched for on a Service; • Location information for location-aware Services to provide you with more relevant content for where you are in the world. We may use and disclose automatically collected information for any purpose, except where we are restricted by applicable law. If we combine any automatically collected information with personal information, the combined information will be treated by us as personal information. We may also use aggregated information for any purpose, however, this information does not identify specific individuals and so is not personal information. c. Cookies and Web Beacons The Service may also automatically collect information through the use of cookies or similar technologies, such as web beacons. Cookies are small text files that a website sends to the browser on your computer or mobile device when you first visit a web page so that the website can recognize your device the next time you visit. Most websites typically use the following: • "Session" cookies,which are temporary and deleted when you close your browser; • "Persistent" cookies,which remain until you delete them or they expire; • Web beacons, which are electronic images also known as single-pixel gifs. Lovname: l 7ED COMFORWOMEN Page 2 of 9 In general, cookies,web beacons and similar technologies do not contain personally identifiable information, but when you furnish your personal information through the Service, this information may be linked to the non-personally identifiable data stored in cookies sent to your browser from the Service. LexisNexis and its service providers use these technologies for various purposes, including: facilitating the login process, administering, customizing and improving the Service, personalizing the browsing experience; advertising, promotions and surveys, reporting and paying royalties and license fees to third-party providers, such as authors, societies and other copyright holders and content distributors as well as tracking and analyzing user preferences and trends. There are a number of ways to manage cookies. The "help" portion of the toolbar on most browsers will tell you how to stop accepting cookies, how to be notified when you receive a new browser cookie, and how to disable existing browser cookies. However, if you block cookies,you may not be able to register, login or make full use of the Service.You can also use your mobile device's settings to manage the available privacy options. Our HTML-formatted emails may contain a web beacon to tell us whether our emails are opened and verify any clicks through to links or advertisements within the email.We may use this information for purposes including determining which of our emails are more interesting to users, to query whether users who do not open our emails wish to continue receiving them and to inform our advertisers in aggregate how many users have clicked on their advertisements.The web beacon will be deleted when you delete the email. Emails in plain text rather than HTML will not include the web beacon. 3. Use of Your Personal Information We use the personal information collected through the Service to complete various actions: • to assist you in completing a transaction or order; • to provide and improve service and support; • to update you on relevant new services and benefits; • to personalize the Service and to select content to be communicated to you or to use features on the Service such as sharing content with a friend or colleague; • to contact you regarding our products or services or other products and services from third parties; Logname: 17ED COMFORWOMEN Page 3 of 9 • to invite you to participate in surveys, sweepstakes, competitions and similar promotions; • for data analysis, audits, developing new products, enhancing the Service, identifying usage trends and determining the effectiveness of our promotional campaigns, or in other ways to which you have expressly agreed in a customer agreement with us; • to prevent and detect security threats,fraud or other malicious activity; and • to comply with our legal obligations, resolve disputes, and enforce our agreements. We may on occasion also match or combine the personal information that you provide with information that we obtain from other sources or that is already in our records,whether collected online or off line or by predecessor or affiliated group companies, for the purposes described above. 4.Sharing or Disclosing Your Personal Information We share your personal information in the following ways: • Agents, Representatives, Sponsors, Societies and Business Partners. Your personal information may be accessible to our agents, representatives, sponsors and entities for which we are acting as an agent, licensee,joint venturer or publisher. • Service Providers. Your personal information may be accessible to our service providers and suppliers,which assist us with producing and delivering our products and services, operating our business, and marketing, promotion and communications. These providers and suppliers include,for example, editors, reviewers, credit card processors, customer support, email service providers, IT service providers and shipping agents. • Institutional Subscribers. If the Service offers a content database or learning service ("Subscription Service") and you access the Subscription Service through an institution-sponsored subscription,your personal information and certain usage data gathered through the Subscription Service, such as the number of items you downloaded, any non-subscribed items you accessed, and test scores, may be shared with your institution for the purposes of usage analysis, subscription management, course management, and testing and remediation. If your institution is a corporation or other business entity, additional usage data, such as the types of records you viewed and the number of searches you ran, also may be shared for the purposes of cost attribution and departmental budgeting. • Recruiters. Some of our websites offer you the ability to create a profile and upload a CV to our database. Your profile and CV may be then made available for searching, Logname: 17ED COMFORWOMEN Page 4 of 9 viewing over the Internet and downloading by our customers. These may bed irect recruiters, employment consultants or other organizations. Your CV can only be viewed by a customer if you have consented to this within the profile section. You can choose to prevent our customers from accessing your personal details, CV or profile. You can also choose to make your personal details and your CV anonymous,while having your profile available to be searched by recruiters. • Other Third Parties: We may share personal Information with other third parties if we expressly told you about such potential disclosure at the point at which you submitted the Information to us. • Compliance with Law and Similar Obligations.We may share personal information in order to: (i) respond to or comply with any law, regulation, subpoena or court order; (ii) investigate and help prevent security threats,fraud or other malicious activity; (iii) enforce and protect the rights and properties of LexisNexis or its affiliates; or (iv) protect the rights or personal safety of our employees and third parties on or using our property. • Change in Corporate Circumstances. If LexisNexis, the Service or a related asset or line of business is acquired by, transferred to or merged with another company,your personal information may be disclosed to the prospective or actual purchasers. The Service also may provide access to social media features, message boards, chat, forums, blogs, profile pages and other services to which you are able to post personal information and materials.Any information you post or disclose through these services is public. Please be careful when disclosing personal information in these public areas. 5.Children's Privacy We do not knowingly collect information from children under the age of 13 and LexisNexis does not target its websites to children under 13. 6.Your Choices and Selecting Your Privacy Preferences You can manage available communications preferences when you register with the relevant Service, by updating your account preferences, or,where applicable, by using the "opt-out" or unsubscribe mechanism or other means provided within the communications that you receive. We reserve the right to notify you of changes or updates to the Service whenever necessary. Loizname: 17ED COMFORWOMEN Page 5 of 9 7.Access to and Accuracy of Your Personal Information You may request access to personal information about you that you have provided to us through the websites or mobile platforms governed by this policy. You may also request to review and correct any of that personal information. Additional rights may also apply under applicable laws. The Service may allow registered users to access their registration information and make corrections or updates. The accuracy of such information is solely the responsibility of the user. No access is given to other data that may have been collected about users. To protect your privacy and security,we will also take reasonable steps to verify your identity. To view and change the personal information that you directly provided to us,you can return to the Web page where you originally submitted your data and follow the instructions on that Web page, or contact us at the address listed below. 8. Data Security We use a variety of data security measures intended to ensure the confidentiality and integrity of your personal information. 9. Changes to Privacy Policy If we modify this privacy policy, we will post the revised version here,with an updated revision date. 10. Cross-Border Transfer of Personal Information Your personal information may be transferred to other countries for processing, and by using the Service you consent to the transfer of information to countries outside of your country of residence, which may have different personal data protection rules than in your country. Certain entities of LexisNexis participate in the U.S. Department of Commerce's Safe Harbor principles for the transfer of personal data. Please visit our Safe Harbor Privacy Policy (http://www.relx.com/Documents/policies/safe-harbor-policy.pdf) to learn more. 11. Contacting Us if you have comments or questions about this privacy policy or our processing of your information, please contact: LexisNexis Information Assurance and Data Protection Organization PO Box 933 T �nr�.,,P• 17Pn COMFORWOMEN Page 6 of 9 Dayton, Ohio 45401 Telephone: 1-800-831-2578 Email: privacy.information.mgr @lexisnexis.com (mailto:privacy.ififormation.mgr @lexisnexis.com) This updated privacy policywas first deployed on 30 May, 2013. The effective date of this policy for a specific web site will depend on the date the site first linked to this updated policy. 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W' LexisNexis,D LEXISNEXIS CUSTOMER CREDENTIALING PROCESS FORMS (FORM II: PUBLIC RECORDS ACCESS, REGULATED DATA S(B)) In order to provide you with access to the Online Services and to certain types of information, LN must conduct credentialing of your account as described in the LN Subscription Agreement and this Form II. You agree to cooperate with LN to produce all relevant records and documentation that are reasonably requested by LN herein or in any subsequent review of your account. Your failure to cooperate with LN or your unsuccessful credentialing may result in LN denying you access to public records and/or regulated data. LN respects the privacy of your information. Information obtained during the credentialing process will only be used for compliance related matters. For more detailed information, please see LN's Privacy Statement at http://www.lexisnexis.com/terms/privacy. At LN, we believe that information, used responsibly, provides tremendous benefits to society, businesses, government agencies and consumers. LN provides its products and services in compliance with all applicable laws, rules and regulations. In turn, LN may only provide access to its products and services to organizations that provide assurances to LN that they will use the services in compliance with all applicable laws. Some of LN services include highly sensitive, personally identifiable information and LN takes its obligation to safeguard this information very seriously. REQUIRED DOCUMENTS PLEASE PROVIDE ONE(1)OF THESE PREFERRED ACTIVE DOCUMENTS: • Professional License or Regulated License(required if your organization is professionally regulated) • Secretary of State business filing such as Articles of Incorporation, Articles of Organization, LLC,or LLP • 501(c)(3)Certification(issued by the IRS or State Revenue Dept.) IF NONE OF THE ABOVE PREFERRED DOCUMENTS IS UNAVAILABLE,PLEASE PROVIDE A BRIEF REASON AS TO WHY IT'S UNAVAILABLE AND SUBMIT TWO (2) ACTIVE DOCUMENTS FROM THE FOLLOWING LIST (PLEASE INCLUDE ONLY ONE DOCUMENT FROM WITHIN EACH BULLET POINT.) • One of: Business License, Occupational License or equivalent business document issued by the city, county, or state licensing jurisdiction • One of: Commercial Insurance Policy Declaration Page OR current phone bill(within last 60 days) • One of: FEIN Letter issued by IRS OR a completed W-9 form • One of: Sales Tax Registration OR Franchise Tax Certificate If your organization has been in business for less than six(6)months, please provide copies of two (2)of the following documents in the name of the organization at the address listed below in addition to the above required documents: • Current utility bill(electric,gas,water, or phone within the last sixty(60)days) • Current bank statement(within the last sixty(60)days) • Proof of commercial insurance • Lease agreement or property ownership document If the Main Telephone Number provided below is a cellular phone, provide the following documents in the name/address of the Customer and/or Principal: 1. A copy of the current or previous month's cellular bill AND 2. One of the following: • Copy of a current(within sixty(60)days)utility bill or credit card statement • Copy of lease at the Customer's address listed below USL&P-Credentialing-Form II-PublicRecords-Regulated Data—June 2013 Credentialing-Addendum Re Consumer Debt Collections Uses—November 2015 1 P.O.Boxes and Mail Drop Addresses cannot be used. This section is required unless submitted with a completed agreement. Organization Name(Full Legal Name) City of Fort Worth DBA Physical Address(no P.O. Box or mail drop addresses) 1000 Throckmorton St. City Fort Worth State Texas zip 76102 No.of Years at Address Main Telephone Number 817-392-7970 Web Site www.fortworthtexas.gov If your organization has been located at the above address less than six(6)months,provide most recent prior address below: Physical Address City State Zip CUSTOMER PROFILE= Not all fields will apply to all Customers. Please enter all information applicable to the Customer. ❑ Private Corporation ❑ Sole Proprietor* ❑ Partnership* ❑ LLP/LLC State of City of Fort Worth No.of Employees 6,600 No.of Years in Business *Additional Information Required for Sole Proprietors and Partnerships Only Each customer that is a Sole Proprietor or a General Partner of a Partnership must provide two(2)of the three(3)pieces of information requested below unless this information has already been provided for the Sole Proprietor or General Partner above: 1. Name 2. Name First five(5)digits of SSN First five(5)digits of SSN Full date of birth Full date of birth Home address Home address 3. Name 4. Name First five(5)digits of SSN First five(5)digits of SSN Full date of birth Full date of birth Home address Home address USL&P-Credentialing-Form 11-PublicRecords-Regulated Data—June 2013 Credentialing-Addendum Re Consumer Debt Collections Uses—November 2015 2 Industry Information Please enter all information applicable to the Customer(not all fields will apply to all Customers). ❑ Law Firm No. of Attorneys 37 Practicing Area(s)of Law Municipal, Civil Criminal ❑ Corporate Legal Dept. ❑ Human Resources Dept. ❑ Banking/Financial ❑ Insurance ❑ Media ® Government/Law Enforcement ❑ Security Company ❑ Retail/Wholesale ❑ Other ❑ Collections/Debt Buyers'—Number of Collectors 'Privately owned collections companies/debt buyers must provide a copy of at least one owner's driver's license. ❑ Private Investigators*—Number of Investigators 'Privately owned private investigation companies must provide a copy of private investigator license(if required by the state). �l) NTAS Main Contact Information —As part of the credentialing process LexisNexis needs certain information about the Customer's Main Contact(s) as the Main Contact(s) may have access to sensitive password and identification numbers assigned to Customer's Authorized Users. In addition, an individual designated as a Main Contact will be designated by the company to verify account information and request changes to account information. Credentialing will be performed on the individuals(s) listed below as well as the organization. Please note that the credentialing process may include telephone or email contact with the individual(s) listed below; please provide main customer telephone number and email address through which the Main Contact may be reached. NOTICE: There are two options found below so please choose the appropriate Option A OR B applicable to your specific Customer type. A. The following types of Customers may complete Option A: Publicly traded companies on the NYSE, NASDAQ, or AMEX stock exchanges; federally(U.S.)regulated banks and credit unions, federal or state government agencies. All other types of Customers must complete Option B. If the main contact does not wish to disclose the information described above about its Main Contact(s), it may instead choose to enter into the certification below: Customer certifies that at least one of the following is true: (i)the person Customer has identified as its Main Contact has been Subject to a background check and, to the best of Customer's knowledge, has not been convicted of crimes such as fraud, counterfeiting, and identity theft and that,to the best of Customer's knowledge, such person has not been convicted in the past 10 years of any crime that would create an enhanced security risk to LN or its data; or (ii) its Main Contact is a person in a position of trust and obligation within its organization and the Main Contact has and continues to exhibit high levels oflfltegrity, responsibility, trustworthiness, and reliance indicative of the responsibilities of a Main Contact. Customer further agrees that the foregoing certification will remain accurate for its current Main Contact for so long as Customer has access to the LN Online Services. MAIN CONTACT INFORMATION—Please refer to preceding text for additional information. Last Name McVay First Name Tracey M.I. Title Administrative Services Coordinator Main Telephone Number 81 7-°392-7623 E-mail Address tracey.mcvay @fortworthtexas.gov IP Address ADMINISTRATIVE CONTACT INFORMATION (Required if Different From Above) — Please refer to preceding text for additional information. Last Name First Name M.1. Title Main Telephone Number E-mail Address IP Address USL&P{redentialing-Form li-PublicRecords-Regulated Data—June 2013 Credentialing-Addendum Re Consumer Debt Collections Uses—November 2015 3 B. All other types of Customers that do not fit the description in Option A must provide a complete two of the three following pieces of information requested below(numbered 1-3). MAIN CONTACT INFORMATION Last Name First Name M.I. Title Main Telephone Number E-mail Address IP Address 1. Full Date of Birth 2. First Five(5)Digits of Social Security Number - 3. Complete Home Address ADDITIONAL CONTACT INFORMATION(Optional) Last Name First Name M.I. Title Main Telephone Number E-mail Address IP Address 1. Full Date of Birth 2. First Five(5)Digits of Social Security Number - 3. Complete Home Address SITE VISIT INFORMATION Site visits may be required for any Customer. Should a site visit be required, Customer agrees to authorize the site visit and to cooperate in the site visit. Site visits are conducted for LN by an approved third-parry. Please indicate if the appropriate contact is different than the contact listed above. Site Visit Contact Tracey McVay Contact Phone 817-392-7623 Contact Email tracey.mcvay @fortworthtexas.gov REQUIRED: Please provide detailed information regarding the intended of use of public records information for your organization: Describe To locate public records to conduct City business and use in connection with City involved litigation. In order to access data that is regulated by certain Federal or State laws, each customer must certify to LN that it has a permissible purpose under the applicable acts to use the regulated data as described more fully below. Customers may choose the manner in which it they certify their permissible use to LN pursuant to the two options below. OPTION 1: Customer may opt to allow the display of all of the GLBA and DPPA permissible purposes (set forth below) online to their internal users. At login, users will be required to certify to the specific, appropriate permissible use that permits their particular search or searches from the available subset of permissible purposes displayed when accessing the LN Services. Please check here to select Option 1: N USL&P-Credentialing-Form 11-PublicRecords-Regulated Data—June 2013 Credentialing-Addendum Re Consumer Debt Collections Uses—November 2015 4 OPTION 2: Customers may opt to limit or restrict the GLBA and DPPA permissible purposes that will be displayed to and selected by their internal users. At login, users will still be required to certify the specific, appropriate permissible use that governs their particular search or searches from the available subset of permissible purposes displayed when accessing the LN Services. Please check here to select Option 2: ❑ If a Customer prefers Option 2, Customer should certify the permissible purpose(s)below for GLBA and DPPA that should be displayed to its users by checking the appropriate boxes below. Only the permissible purposes checked below will then be displayed to the Customer's users. GLBA Permissible Purpose(Option 2 Only) Some LN Services use and/or display nonpublic personal information, which is governed by the privacy provisions of the Gramm-Leach- Bliley Act(15 U.S.C. § 6801 et seq.) and its' implementing regulations (collectively, "GLBA"). The undersigned customer("Customer") certifies it has the permissible use under the GLBA to use and/or obtain such information, as marked below, and Customer further certifies it will only use such information obtained from LN Services for one or more of the purposes selected below, or, if applicable, for the purpose indicated by Customer electronically while using the LN Services: Only customers selecting Option 2(see above)should select the appropriate permissible purposes below which will be made available to their internal users when accessing the LN Services. ❑ I I No permissible use. ❑ 1. As necessary to effect,administer,or enforce a transaction requested or authorized by the consumer. ❑ 2. To rotect against or prevent actual or potential fraud,unauthorized transactions,claims or other liability. ❑ 3. In required institutional risk control programs. ❑ 4. In resolving customer disputes or inquiries. ❑ 5. Use by ersons,or their representatives, holding a legal or beneficial interest relating to the consumer. ❑ 6. Use by ersons,acting in a fiduciary or representative ca aci on behalf of the consumer. ❑ 7. In corn I ing with federal,state or local laws, rules,and other applicable legal requirements. El 8. To the extent specifically permitted or required under other provisions of law and in accordance with the Right to Financial Privacy Act of 1978, to law enforcement agencies (including a Federal functional regulator, the Secretary of Treasury, a State insurance authority, or the Federal Trade Commission), self-regulatory organizations, or for an investigation on a matter related to public safety. DPPA Permissible Purpose(Option 2 Only) Some LN Services use and/or display personal information,the use of which is governed by the Driver's Privacy Protection Act(18 U.S.C. §2721 et seq.)and related state laws(collectively, "DPPA"). Customer certifies it has a permissible use under the DPPA to use and/or obtain such information,as marked below, and Customer further certifies it will only use such information obtained from the LN Services for one or more of the purposes selected below, or, if applicable, for the purpose indicated by Customer electronically while using the LN Services: Only Customers selection Option 2(see above)should select the appropriate permissible purposes below which will be made available to their internal users when accessing the LN Services. ❑ I No permissible use. ❑ 1. In connection with any proceeding (including arbitration) in any court or government agency, or before any self-regulatory body.including investigation in anticipation of litigation. ❑ 2. To verify the accuracy of information about a person who provided the information to you(or to your client)but only if used to recover on a debt against the person or to pursue legal remedies against the person for fraud. ❑ 3. Use by a government agency but only in carrying out its functions. ❑ 4. Use by any person acting on behalf of a government agency but only in carrying out the agency's functions. ❑ 5. Use by an insurer or its agent)in connection with claims investigation activities,antifraud activities,rating or underwriting. ❑ 6. In connection with motor vehicle safety or theft,or driver safety(except by or for a motor vehicle manufacturer). ❑ 7. Use by an employer or its agents or insurer to obtain or verify information relating to a holder of a commercial driver's license that is required under Chapter 313 of Title 49 of the United States Code. Accurint only.) With regard to the information that is subject to the DPPA, some state law permissible uses may vary from the permissible uses identified above. In such cases, some state information may not be available under each permissible use listed above and/or Customer may be asked to certify to a permissible use permitted by applicable state law to obtain information from a specific state. Customer agrees and certifies it will only use the information obtained from the Online Services governed by this Permissible Use Certification section in accordance with the permissible uses selected above or those selected subsequently in connection with a specific information request. USL&P-Credentialing-Form II-PublicRecords-Regulated Data—June 2013 Credentialing-Addendum Re Consumer Debt Collections Uses—November 2015 5 w $ IF You have requested access to public records information. We need to know the following about the Customer's intended uses for the public records information. The use of the public records by Customer will be: "Consumer debt" includes any obligation or alleged Only for uses other than consumer debt collections obligation of a consumer to pay money arising out of a Some uses for consumer debt collections and some transaction for personal,family or household purposes in uses not related to consumer debt collections which a creditor grants a right to a debtor to defer ❑ Only for consumer debt collections payment of debt or to incur debts and defer its payment or to purchase property or services and defer payment. Customers must not use a non-consumer debt collections product for consumer debt collections uses. If Customer's plans indicated change from not having consumer debt collections uses to having some, then you must not use the non-consumer debt collections products for such consumer debt collections uses and contact your LexisNexis®sales representative immediately so that we can provide you with the appropriate product for your consumer debt collection activities. Customer will implement policies and procedures to prevent unauthorized use of LN identification numbers(a "LN ID") and the Online Services and will immediately notify LN, in writing to the LN Privacy, Security and Compliance Organization at 1000 Alderman Drive, Alpharetta, Georgia 30005 and by email (security.investigationsOlexisnexis.com) and by phone (1-888-872-5375), if Customer suspects, has reason to believe or confirms that a LN ID or the Online Services(or data derived directly or indirectly therefrom including CIA Data, collectively"LN Data") is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than legitimate business reasons. If Customer, any of Customer's Authorized Users (as defined in the LN Subscription Agreement), or any person Customer or Customer's Authorized Users permit to use the Online Services or who gains access through an Authorized User's failure to properly secure his or her LN ID or computer(a "User") should access or use LN Data in an unauthorized manner (a "Security Event"), then the following provisions will apply: (a) if required by applicable law, Customer will notify the individuals whose information has potentially been accessed or used that a Security Event has occurred; (b) Customer will notify any other parties (including but not limited to regulatory entities and credit reporting agencies)as may be required by law; (c)the notification will not reference LN or the product through which the LN Data was provided, nor will LN be otherwise identified or referenced in connection with the Security Event, without the express written consent of LN; (d) Customer will be solely liable for all claims that may arise from a Security Event caused by Customer, Customer's Authorized Users or a User and Customer will indemnify LN for any third party claims, demands, judgments, settlements costs and expenses (including reasonable attorney's fees arising from the Security Event; and (e) all notifications and indemnity claims related to the Security Event will be solely at Customer's expense. For Federal government customers, the foregoing shall apply to the extent authorized by the Federal Tort Claims Act, 23 USC §§ 1346 and 2680, and the Anti-Deficiency Act, 31 USCS §1341. For State of local government customers,the foregoing shall apply to the extent authorized by the local State law. This credentialing form is executed against, and becomes part of Customer's LN Subscription Agreement. Customer acknowledges by signing below that completion of this document does not guarantee successful credentialing or that LN will be able to provide Customer with access to public records materials, including regulated public records materials. Customer agrees to recertify its permissible uses certifications upon the written request of LN. Customer agrees that the Main Contact and the Site Visit Contact may be contacted and Customer agrees to provide additional information, if needed, in order to process this credentialing request. In the event of any conflict or inconsistency between the terms of this document and the LN Subscription Agreement, any such conflict shall be construed as narrowly as possible in favor of this document. By signing below, you represent that you are an authorized representative of Customer and that the foregoing information is true and accurate to the best of your knowledge. (SUBSCRIBER) AUTHORIZED SUBSCRIBER SIGNATURE: PRINTED NAME: Susan Alanls TITLE: Assistant City Manager DATE: APPROVED TO FO M AND LEGALITY: ,ITY ATT EY ,S;c Sa b USL&P-Credentialing-Form II-PublicRecords-Regulated Data—June 2013) Credentialing-Addendum Re Consumer Debt Collections Uses—November 2015 6 ((0- ' LexisNexise Thank you for selecting LexisNexis as your provider of information for making business decisions.We look forward to working with youl As part of our credentialing process,we are contractually required by our data partners to gather certain information regarding our customers to ensure that we're providing data only to legitimate businesses.To do that,we may need to contact a vendor that you use to verify your business relationship with the vendor.This form serves as written consent giving permission for LexisNexis to contact your listed vendors. Applicant MUST complete#1 AND#2 1.Complete the following information for your company. Be sure to include your signature: Date: Company Name: City of Fort Worth Address: 1000 Throckmorton St. DBA: City, State,zip: Fort Worth, Texas 76102 LN Account#: Phone: 817-392-7970 Print Name: Title: Signed: 2.Please list at least 1 current Business to Business Vendor Reference for verification: Company Name: WW Grainger, Inc. Address: 5000 N.E. Parkway DBA: Grainger City, State, zip: Fort Worth, TX 76102 Contact Name: William Simon Phone: 817-647-3367 Fax: 817-625-1372 Account#(if appl.): Email: Company Name: Office Depot, Inc. Address: 2220 N. Hwy. 360 DBA: City, State,zip: Grand Prairie, TX 75050 Contact Name: Shelly Johnson Phone: 817-480-7491 Fax: 972-377-9743 Account#(if appl.): Email: shelly.johnson@officedeDot.com 3.Please fax this completed form to: (type return fax#) The sole use of this information is for credentialing purposes only. This information will not be sold to or shared with outside businesses or be used in any of our data products or for any marketing purposes. BELOW THIS LINE FOR LEXISNEXIS CREDENTIALING DEPARTMENT USE ONLY FOR COMPLETION BY BUSINESS TO BUSINESS VENDOR The company listed in#1 (above)has provided your name as a business reference.Please complete and sign this section of the form and fax it to: Vendor contact name(printed): Vendor Signature: Do you have a business relationship with the company shown above?(Please check one) ❑Yes ❑ No USL&P-Credentialing-Form II-PublicRecords-Regulated Data—June 2013 Credentialing-Addendum Re Consumer Debt Collections Uses—November 2015 7