LEXISNEXIS® DIGITAL LIBRARY TERMS AND CONDITIONS

The following terms and conditions (this “Agreement”) govern your use of any electronic book (“eBook”) made available by LexisNexis, a division of Reed Elsevier Inc. or its U.S. affiliates (“LN”) through the LexisNexis® Digital Library or e-lending library. In addition to the terms set forth herein, your use of the Digital Library and eBooks available in the Digital Library are subject to any digital rights management (“DRM”) or terms included in the eBooks, and to any other terms posted within the Digital Library. As used herein, the term “Subscriber” means the subscribing entity (e.g., company, corporation, partnership, government organization, agency) or the sole proprietor or that enters into an agreement with LN for the use of the Digital Library (the “Digital Library Agreement”), together with the Subscriber’s Authorized Users. “Authorized Users” refers to Subscriber’s employees, temporary employees, and contractors. “You” and “your” in uppercase or lowercase means either a Subscriber or an Authorized User or both, as applicable.

1. OverDrive Platform Services

During the term of your Digital Library Agreement (including a trial of the Digital Library), LN grants you the right to use the LexisNexis Digital Library and eBooks available from LN on your computer(s) and supported mobile devices through the digital content lending platform developed, managed and hosted by LN’s licensor, OverDrive, Inc. (the “OverDrive Platform Services” and together with LN’s eBooks, the “Digital Library”). In addition to the LN content available in the Digital Library, you may also have the ability to acquire content directly from OverDrive (the “OverDrive Content”). Any access to or use of the OverDrive Content is subject to the separate financial arrangement between you and OverDrive and LN disclaims any and all liability for the OverDrive Content.

2. General Rights Granted

LN grants you a limited, non-exclusive, non-transferable right to access and use the Digital Library and all functionality included therein for your internal business research purposes.

2.1 The Subscriber will have the right to provide access to eBook(s) solely to its Authorized Users as specified in the Digital Library Agreement. The eBooks will be made available for a limited duration established by the Subscriber ("Lending Period"). In no case may the Lending Period extend beyond the termination of the Digital Library Agreement or 120 days, whichever is less.

2.2 At the end of the Lending Period and/or the Digital Library Agreement all right to access the eBook(s) expires and you agree to promptly delete and/or destroy any and all copies of the eBook(s), including any copies that may have been transferred to, or created on portable devices, storage media, removable drives, CDs & DVDs.

2.3 LN may suspend or terminate your access to the Digital Library for any material breach of this Agreement. You agree to promptly notify LN if you become aware of any misuse of the Digital Library and to cooperate with LN to take any necessary corrective actions.

2.4 Upon the termination, cancellation or expiration of this Agreement for any reason and by either party, you agree to promptly cease all use of the Digital Library and to purge/delete or direct the deletion of all electronic or magnetic copies of the eBook(s) from all Display Devices (whether such Display Devices are the property of Subscriber or personal Display Devices of its Authorized Users).

2.5 LN reserves the right to enhance, add, withdraw or change the feature functionality of the Digital Library and to add or remove eBook titles from the Digital Library at any time without notice.

3. Restrictions on Use

Except as expressly permitted herein, you may not, nor permit others to:

3.1 copy, reverse engineer, decompile, disassemble, derive source code, modify, or create compilations or derivative works of the Digital Library;

3.2 remove, disable, or defeat any functionality in the Digital Library designed to limit or control access to or use of the Digital Library;

3.3 except as otherwise provided herein, provide any person that is not an Authorized User access to the Digital Library, or any portion thereof, without the express written permission of LN;

3.4 use the Digital Library to develop a database, infobase, online or similar database service, or other information resource in any media (print, electronic or otherwise, now existing or developed in the future) for commercial sale or use by others or make the Digital Library available through any timesharing system, service bureau, the Internet, or any other similar technology now existing or developed in the future;

3.5 use the Digital Library in any fashion that may infringe any copyright, intellectual property right, or proprietary or property right or interest of LN or its data suppliers;

3.6 remove or obscure any copyright notice or other notice or terms of use contained in the Digital Library; or

3.7 download to any media center or library device or any other device that allows for access by multiple users.

4. Compliance with Copyright Protection Technologies and Data Security

4.1 The Subscriber will implement and maintain reasonable measures to ensure that only Authorized Users have access to the Digital Library and to prevent unwarranted intrusion into the Digital Library. This includes reasonable steps to protect your password or access to the administrative website for management of the Digital Library.

4.2 You will respect and deploy the DRM settings on the Digital Library as designated by LN that may restrict burning, copying, sharing and/or printing of the Digital Library. LN may temporarily suspend and/or permanently terminate your access to the Digital Library if you attempt to circumvent such DRM protections.

5. Ownership of the Digital Library; Trademarks

5.1 LN and its licensors hold exclusive ownership of the Digital Library and all intellectual property rights embodied therein including any trademarks, logos, and service marks (collectively, "LN Trademarks") displayed in the Digital Library. The Digital Library is protected by United States and international copyright laws and international treaty provisions. You do not acquire any right or interest in the Digital Library or in any eBook other than the limited license set forth herein. Nothing contained on the Digital Library may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any LN Trademark.

5.2 If LN is creating a customized adaptation of the Digital Library for Subscriber, Subscriber grants to LN the limited right to use and display any trademarks, logos or service marks (collectively, “Subscriber Trademarks”), provided by Subscriber to LN for the express purpose of co-branding Subscriber’s customized adaptation of the Digital Library. LN shall not use the Subscriber Trademarks for any other purpose. Subscriber represents and warrants to LN that it is the owner of the Subscriber Trademarks and/or has all necessary rights to grant this license to LN.

6. Disclaimer of Warranty, Limitation of Liability

6.1 LN warrants that it has the right and authority to provide the Digital Library on the terms set forth herein. Except for the foregoing warranty, LN, ON BEHALF OF ITSELF AND ITS LICENSORS INCLUDING OVERDRIVE (“COLLECTIVELY, “LN PARTIES”), DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE APPLICATION SERVICES AND TO THE DIGITAL LIBRARY. LN FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR THE OVERDRIVE CONTENT. FOR THE AVOIDANCE OF DOUBT, LN MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CAPABILITY OF THE E-BOOKS OR THE ACCURACY OR THE COMPLETENESS OF THE E-BOOKS. THE E-BOOKS ARE FURNISHED ON AN "AS IS", AS-AVAILABLE BASIS. The E-BOOKS are not intended to be a substitute for the exercise of your professional judgment. LN disclaims any and all liability associated with use of outdated E-BOOKS, if any.

6.2 IN NO EVENT SHALL THE LN PARTIES BE LIABLE TO SUBSCRIBER OR ITS AUTHORIZED USERS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF THE APPLICATION SERVICES, OR FOR INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF OPPORTUNITY, LOSS OF USE, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR USE OF THE DIGITAL LIBRARY. IN NO EVENT SHALL THE LN PARTIES LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER FOR THE DIGITAL LIBRARY UNDER THIS AGREEMENT.

7. Default

LN reserves the right to discontinue the access to the Digital Library if you breach any of your material obligations under this Agreement.

8. Governing Law

This Agreement shall be governed by the laws 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.

9. Changes

LN may amend this Agreement immediately upon notice to you. This Agreement may be terminated by you upon written notice to LN if any such change is unacceptable to you. For termination to be effective under this Section, it must be provided to LN in writing within 90 days of the effective date of the change. Your continued use of the Digital Library following notice to you of a change shall constitute your acceptance of the respective change.

10. Third Party Beneficiary

OverDrive is expressly named as a third party beneficiary to this Agreement with regard to the Application Services only.

11. Notices

All notices and other communications under the Agreement shall be in writing. Notices shall be deemed given on the date deposited in the U.S. mail, if mailed; or on the date received, if delivered in any other manner. Notices to LN shall be sent to your LexisNexis Company sales representative with a copy to: LexisNexis, Attn: Chief Legal Officer, 9443 Springboro Pike, Miamisburg, OH 45342.

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