DTState Laws

Annual License and Subscription Agreement

A. PARTIES: The parties to this "License" are Subscriber, as licensee, and WJJ, as licensor. "WJJ" means W. J. Judge Law Practice which invoices the Subscriber. This License provides for the use of WJJ's DTState Laws Service and the information provided therein and shall become effective between the parties upon the first subscription providing access to the "Products" as defined below. For this License, the plural includes the singular and vice versa.

B. PRODUCTS: The "Products" subject to this agreement include: 1) The "Information" - electronic information made available on DTState Laws online from WJJ and its suppliers or Information Partners for which the Subscriber has paid the appropriate fee or for which authorized access has been granted for a trial period. 2) The "CD-ROM version of the Information" – CD shipped to Subscriber upon subscription, developed and owned by WJJ and any enhancements thereto. 3) The “Weekly email Updates”- new Information added to the online version delivered to Subscriber each Monday. And, 4) customer support services, via telephone, facsimile transmissions, or e-mail.

C. LICENSED USE OF DTState Laws:

1. WJJ hereby grants to Subscriber and Subscriber hereby accepts from WJJ a non-transferable license providing for computerized access to Products via DTState Laws subject to the terms and conditions set forth in this License. Subscriber acquires no ownership rights to the Products whatsoever, or any portions thereof, and all such rights remain with WJJ. Title, as well as all applicable copyrights, trademarks, trade secrets, or other intellectual proprietary rights of and to the materials in the Products are, and remain the property of WJJ and WJJ's suppliers or Information Partners, as applicable.

2. Subscriber rights under this agreement are limited to "Authorized Users" of DTState Laws in accordance with the definitions and terms provided below for Academic Institution, Special Library/Institution, Commercial Business, Public Library and Individual subscriptions. Subscriber rights do not extend to "unauthorized users" including parent or subsidiary corporations, institutions, associations, or organizations affiliated with or related to the Subscriber. WJJ reserves the right to determine or define an eligible site, operational entity, library system or similar limitations with respect to any prospective Subscriber, and to refuse to accept any subscription order for any reason at WJJ's sole discretion.

 

Academic Institution subscriptions are limited by geographic site whereby each geographically distinct campus shall be treated as a separate site for purposes of the DTState Laws service. Authorized users at academic institutions shall be defined as the following: (i) persons officially registered as full or part-time students of Subscriber; (ii) full or part-time faculty and staff of Subscriber, including adjunct and courtesy appointments and active volunteers; (iii) registered users of the Subscriber’s libraries and (iv) walk-in public users physically present at subscriber's library facilities. New categories of Authorized Users not listed above will be negotiated with WJJ.

 

Special Library/Institution shall mean a single geographically distinct operational entity (e.g., Aquarium, Government research library, NGO site, laboratory, etc). A separate subscription is required for each geographically distinct operational entity unless otherwise negotiated with WJJ. Authorized Users shall be limited to current employees of that institution.

 

Commercial Business shall mean a single corporate location . A separate subscription is required for each geographically distinct operational entity unless otherwise negotiated with WJJ. Authorized Users shall be limited to current employees of that business.

 

Public Library subscriptions (non-academic) are limited by geographic /service area and to a single main library and its branches (i.e., to the libraries under a single director/board of trustees). Authorized users shall be limited to library patrons accessing DTState Laws while physically present in the library. DTState Laws.

 

Individual Subscriptions are for non-institutional, personal use only and are limited to a subscription period of 12 months. An Authorized user of this subscription includes the End-User only.

 

3. The terms of this License apply to the use of DTState Laws Services and Products during trial periods, paid subscription periods, and upon the receipt of new and updated information and/or Products.

4. Subscriber's uses of the Products are subject to any disclaimers and restrictions on usage that are indicated in Section D of this License or other restrictions that may be published by WJJ. Neither the Products, nor any portions thereof, may be reproduced, transferred, or transmitted in any form or by any means without the written consent of WJJ, except as expressly permitted by this License.

5. Subscriber shall not use the Products as a part of or as a basis of a information for commercial sale, access, or distribution software rental bureau, or timesharing arrangement. Subscriber is not permitted to alter or duplicate the Products in any manner.

6. Subscriber is responsible for providing any and all equipment necessary to access DTState Laws and is responsible for ensuring that it is compatible with access requirements for DTState Laws.

7. The terms and conditions of this Agreement may be changed from time to time and the Subscriber will be notified of all revisions that impact authorized user rights to access including concurrent user restrictions, copyright and protection conditions, subscription cycles and payment terms. Revised license terms shall apply to the Product(s) provided on DTState Laws and the service itself received before and after the revision(s). If Subscriber does not agree to the revised License terms, it may terminate its subscription within thirty (30) days after receiving such revised License terms. A failure to terminate the subscription shall constitute acceptance of the revised License terms.

D. USE RESTRICTIONS OF DTState Laws:

1. General restrictions applicable to all Subscribers:

a) Products, or any portions thereof, cannot be duplicated, reproduced, transferred, prepared for commercial distribution, commercially exploited in any manner or sold except as part of an ordinary 1) library-patron, 2) consultant-client, 3) attorney-client or, similar relationship where the principal purpose is not the distribution of data and as permitted by applicable copyright law (including, without limitation, that of the United States).

b) Passwords and User IDs issued to Subscriber may not be used outside the territorial limits of the country in which they were originally obtained by Subscriber without written consent of WJJ, except as part of an official distance education program or from off-site teaching sites used for conducting classes only. The country is as indicated in the "User Subscriber Address" section of the DTState Laws Subscription form. The Subscriber shall be the exporter and importer of record of all DTState Laws services and Products provided by WJJ outside the United States, by electronic means or otherwise. Furthermore, Subscriber shall pay and/or comply with all applicable export and import laws, customs, regulations, tariffs, duties and fees, and procurement, data and technology transfer laws. WJJ's obligations hereunder are contingent upon necessary export licenses being obtained from federal agencies of the U.S Government.

c) Products or any portions thereof, cannot be transferred to a hard disk except as expressly permitted by this License in section D(1)(d).

d) Permitted uses of data and screen displays provided by the DTState Laws Service include: i ) portions of the information may be printed or downloaded onto electronic/magnetic media (or other machine-readable form) for temporary use or storage only in conjunction with Customer's editing or re-formatting of data for purposes of making a single printout or report for permitted or personal, non-commercial use in human-readable form. Under no circumstances may the Information be sold entirely or substantially as part of another product to a third party; ii ) an authorized user may view screen displays of the data while viewing the DTState Laws service, and may make one (1) copy per screen display of any portions of such data being viewed by that person for that person's internal, personal, research or educational, non-commercial purposes.

e) Subscriber may not reverse engineer, decompile, attempt to disassemble, or reveal the proprietary programming techniques and structures used in DTState Laws Service, nor create derivative works based on the Products or any portions thereof. Subscriber shall take reasonable efforts to ensure that end-users do not copy, capture, or otherwise use any of the graphic icons, images, or other aspects of the HTML encoded Web pages presented in DTState Laws as published and owned by WJJ, except for the purposes of creating instructional tools for teaching use of the Product to Authorized Users.

 

2. Restrictions on users provided access to Products via DTState Laws.

a) Single User: access to an ordered Product is provided to any one authorized user at a time.

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3. Restrictions applicable to U.S. Government users:

If Subscriber is a unit or agency of the United States government, the following provisions apply and Subscriber agrees as follows:

a) All data supplied through DTState Laws access is a "computer data base" that constitutes "restricted computer software" as defined in Clause 52.227-19 of the Federal Acquisition Regulations (FAR) and "commercial computer software" as defined in Clause 52.227-7013 of the Department of Defense Federal Acquisition Regulation Supplement (DFARS). If Subscriber is a unit or agency of the Department of Defense (DoD), Subscriber agrees that it will have only those rights to use such data that are defined in Clause 252.227-7013(c)(1)(ii) of the DFARS and in the "Permissible Uses of Data" provisions of this License. If Subscriber is a unit or agency of the United States government other than DoD, Subscriber agrees that it will have only those rights to use such data that are defined Clause 52.227-19(c)(2) of the FAR and in the "Permissible Uses of Data" provisions of this Agreement.

 

E. SUBSCRIPTION CYCLE AND PAYMENT TERMS :

1. Annual Subscriptions:

a) The subscription cycle, license, and rights granted to the Subscriber by this License to a DTState Laws Product shall commence upon the receipt of Subscriber's initial payment by WJJ. The subscription cycle, this license, and other rights shall continue for twelve (12) months from that start date of access and are subject to renewal and continuation in accordance with WJJ's most current applicable terms at the time of renewal and at the option of both parties hereto.

b) The license and the rights granted to Subscriber hereunder shall terminate upon the earlier of: 1) Expiration of the twelve (12) month subscription cycle for the last Product made subject to this License, if same is not renewed; or b) Termination by the Subscriber or by WJJ in accordance with any of the termination provisions described in this License. Access to individual Products may be terminated at the expiration of the applicable subscription cycle, and the license and rights granted Subscriber will terminate, effective at expiration of the subscription cycle, whereupon access to applicable DTState Laws Products will be denied.

2. General payment terms for subscriptions:

a) Prices are as published on DTState Laws web site and are payable in advance of access to ordered products.

b) Subscriber may for any reason cancel a subscription to a DTState Laws product within one month of customer's start date of service as defined in section E 1.a, and shall be entitled to a refund of ninety percent (90%) of the subscription rate if paid by cheque or cash, or a refund of eighty percent (80%) if paid by credit card or electronic payment i.e., wire transfer etc. After thirty (30) days from the specified start date, cancellations are not permitted.

c) A subscriber shall be entitled to a prorated refund for the remainder of the subscription cycle for a subscription canceled in accordance with the terms and conditions of Sub-section 7 of Section C of this License Agreement.

d) Subscriber is responsible for the payment of taxes, duties, tariff fees or other government revenue instruments, if any, associated with the purchase of DTState Laws Services and Products except for any income tax assessed upon WJJ or its suppliers. Where subscriber represents that it is exempt from federal, state and local taxation, subscriber will provide a tax exempt certificate to WJJ upon request. Taxes and other such fees are not included in WJJ's published Service Product Price List.

e) WJJ reserves the right to suspend access to DTState Laws and Products in the case of a delinquent account without prior notice.

f) Invoicing and payment shall be made in United States dollars drawn on United States bank accounts only unless stipulated otherwise by WJJ. WJJ will assess additional charges to cover costs associated with conversion and processing of payments into United States currency unless WJJ's local currency payment service is available for the Subscriber's country.

g) Failure or delay in rendering payments due WJJ under this License shall, at the option of WJJ, constitute a material breach of this License. In addition to any other rights and remedies available to WJJ resulting from Subscriber's breach hereof, WJJ may retain any deposit of Subscriber.

F. DTState Laws PRODUCT CONTENTS AND PRICING:

WJJ reserves the right to alter or modify Products available on DTState Laws from time to time, including portions thereof. Such alterations and/or modifications may include, without limitation, addition or withdrawal of features, data records, changes in usage instructions, changes to product configurations or frequency of Product updates. WJJ also may eliminate or cancel Products or updates thereto, including any portions thereof, at any time, and for any reason, whereupon WJJ may grant Subscriber credit or refund for any current updates of Information not provided under the terminated subscription, or may replace Products with equivalent Products, at WJJ's discretion. WJJ reserves the right to change any or all DTState Laws service fees, schedules and other prices at any time and all such changes shall be effective immediately when published by WJJ, however, WJJ will use its best efforts to provide notice to Subscriber in advance of or concurrent with the effective date of such changes. For current subscribers, changes in DTState Laws service fees, schedules and other prices become effective upon the renewal date of the subscription.

G. COPYRIGHT AND PROTECTION:

1. The products, including all portions thereof, are protected by copyright and other United States and International laws and conventions respecting proprietary rights. Unauthorized reproduction, transfer and/or use may be a criminal, as well as civil, offense under the law.

2. Some WJJ documentation includes permission for copying or other use by Subscriber. Under no circumstances may Subscriber remove or obscure copyright notices contained on the documentation received or records or data obtained from Products through access to DTState Laws.

3. Subscriber shall take reasonable action, whether by instruction, agreement or otherwise, to restrict, control and limit the access to the Products to those uses and users expressly permitted by the subscription terms and conditions specified in Sections D and E and elsewhere in this License (unless otherwise agreed in writing by WJJ) and shall take reasonable action to secure the Products, and all portions thereof, to prevent unauthorized copying, transfer or use. The Subscriber shall make reasonable efforts to ensure compliance by users with this License. The Subscriber grants WJJ the right to audit the use of DTState Laws and Products to ensure compliance with the terms and conditions of this License.

4. Subscriber is responsible for the confidentiality and security of the password and User ID issued for access to DTState Laws services and Products. Subscriber must notify WJJ immediately in writing of lost or stolen passwords and User ID numbers. Subscriber shall pay WJJ, at WJJ's prevailing rates, for unauthorized use of DTState Laws hereunder until WJJ has been notified by Subscriber of lost or stolen passwords and User IDs. WJJ's obligation is to exert reasonable efforts to maintain the confidentiality of a customer's password and/or User ID, terminate lost or stolen passwords and/or User IDs, and re-issue new passwords and User IDs as appropriate upon notification. Additional fees may apply for the re-issuance of passwords and/or User IDs.

5. The Products contain highly proprietary and valuable trade secrets of WJJ and of its suppliers or Information Partners. Accordingly, it is acknowledged that unauthorized copying, transfer or use may cause WJJ and/or its suppliers or Information Partners injury that cannot be adequately compensated by means of monetary damages. It is agreed that any breach hereof by Subscriber, that Subscriber does not cure within five (5) days of receiving written notice of the violation, may be enforced by means of equitable relief in addition to any other rights and remedies that may be available.

H. LIMITED WARRANTY, REPRESENTATIONS, AND RISKS:

1. WJJ provides the following limited warranty to customers:

a) WJJ has the right to enter into this Agreement and to license the Products to Subscriber; and

b) The Products will function substantially as described in online documentation (as may be modified from time to time). Software may contain errors and, although WJJ may use its best efforts to correct significant errors in the Software, WJJ does not warrant that all errors will be corrected.

c) WJJ represents and warrants that it has acquired all rights in the product necessary to license the product to the subscriber and that use of the product in accordance with the terms of this License Agreement shall not violate or infringe any copyright, patent trademark on other proprietary rights of any third party. WJJ agrees that it shall defend, indemnify and hold harmless the subscriber, its trustees, officers and employees from and against claims, suits, actions, losses, damages and costs arising out of any breach of this warranty.

2. Force Majeure: WJJ shall exert its reasonable best efforts to ensure that DTState Laws is available at all times and that any scheduled down times are properly communicated to all customers. Although due care is used in providing WJJ's DTState Laws service, WJJ makes no warranty or representation that it can provide uninterrupted service. WJJ shall not be liable for any failure, delay, or interruption of service due to any unforeseen circumstances or circumstances beyond its reasonable control including, without limitation, electrical power failures, hard disk/magnetic or optical disc storage failures, war, acts of the public enemy, strikes, embargoes, civil disturbances, acts of God, fire, explosion, accident, delay or failure of suppliers or Information Partners, governmental actions, delay or failure of WJJ's systems or carriers, delay or failures of the Internet, delay or failure of Subscriber's systems or carriers, or other difficulties with telecommunications networks, or software programs not in Products or any other failure beyond WJJ's control, whether or not specified herein. However, in the event that through no fault of WJJ, the Subscriber reports and WJJ is able to verify that the Subscriber has been unable to access the Product for more than ten (10) hours in total during any month of this Agreement, WJJ shall refund to Licensee a prorata portion of the license fees paid to WJJ for each hour over ten (10) hours per month that the Products is unavailable.

3. While WJJ's Products are prepared using reasonable standards of care and while there are no indications or reasons to believe that there exist inaccuracies, viruses, or defects in the Products, WJJ AND ITS SUPPLIERS OR INFORMATION PARTNERS MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND, EXCEPT AS SET FORTH IN SUBSECTIONS 1. AND 2. ABOVE, WHICH ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WJJ AND ITS SUPPLIERS OR INFORMATION PARTNERS NEITHER ASSUME NOR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR WJJ AND ITS SUPPLIERS OR INFORMATION PARTNERS ANY OTHER LIABILITY IN CONNECTION WITH THE LICENSING OF THE PRODUCTS UNDER THIS AGREEMENT AND/OR THE USE THEREOF BY SUBSCRIBER OR THIRD PARTIES.

4. THE DATA AND SERVICES ON DTState Laws ARE PROVIDED "AS IS". NEITHER WJJ NOR ITS SUPPLIERS OR INFORMATION PARTNERS WARRANT THE ACCURACY OR CORRECTNESS OF THE INFORMATION CONTAINED WITHIN ANY PRODUCT AND ALL RESPONSIBILITY PERTAINING TO THE USE THEREOF UNDER THIS AGREEMENT IS HEREBY ASSUMED BY THE SUBSCRIBER. NEITHER WJJ NOR ITS SUPPLIERS OR INFORMATION PARTNERS SHALL BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE OF PRODUCTS (OR PORTIONS THEREOF), INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF AWARE OF THE POSSIBILITY THEREOF.

5. IN NO EVENT MAY SUBSCRIBER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST WJJ OR ITS SUPPLIERS OR INFORMATION PARTNERS MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES, IRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, WJJ'S LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEE THEN PAID BY THE SUBSCRIBER FOR THE PRODUCTS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION, WHETHER OR NOT DUE TO BREACH OF WARRANTY, OF ANY OBLIGATION ARISING HEREUNDER, AND WHETHER LIABILITY IS EXPRESSED IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY.

6. Subscriber agrees to indemnify, defend and hold WJJ and its suppliers or Information Partners harmless from and against any and all claims from third parties arising out of or in any way related to Customer's use of the Products except as indicated in 1(c) of this Section H of this License Agreement.

I. RIGHTS OF TERMINATION:

1. If Subscriber breaches any provision of this License, in addition to any rights or remedies, WJJ may terminate this License and all licenses granted hereunder without prior notice. Either party can terminate this Agreement in the event of a material breach of the Agreement's terms by the other party which is not cured within five (5) days of receiving written notice of the violation.

2. WJJ reserves the right to suspend or refuse to provide the DTState Laws service to a Subscriber for any reason whatsoever, with or without cause, and without prior notice, on conditions generally applicable to Subscribers. If termination by WJJ for reasons other than material breach of this License, WJJ shall promptly refund to Subscriber, on a prorata basis, subscription fees previously paid by the Subscriber with respect to the unexpired portion of the subscription term. WJJ reserves the right to cease offering the Subscriber the opportunity to renew a subscription.

3. Upon termination of License by WJJ or Subscriber for any reason, Subscriber agrees that WJJ can delete and remove any data which relates to Subscriber's use of DTState Laws (including, without limitation, passwords, User IDs, IP addresses, and custom report formats, etc.).

4. If Subscriber or WJJ terminates this License respecting any Product made subject hereto at the expiration of the term therefore, this License and the license granted hereunder shall, with respect to such Product, be automatically terminated; however, WJJ may, at its option, permit the Subscriber to retain the license for the same or different Products hereunder upon payment by Subscriber and acceptance by WJJ of the appropriate fees associated therewith and, in such event, this License and the license granted hereunder shall continue in full force and effect as if termination had not occurred.

5. The provisions set forth in Sections C., D., E., G. and , I. shall survive the term of this License and shall continue in force into perpetuity.

J. GOVERNING LAW:

This License shall be governed by the laws of the United States jurisdiction in which the Subscriber resides. If subscriber is outside the territorial limits of the United States, then the laws of the State of Illinois, USA shall apply.

K. GENERAL PROVISIONS:

1. All notices, consents or other communications referred to herein shall be in writing to the other party by e-mail or first class mail, addressed to that party at the e-mail or mailing address given upon time of ordering of Product(s). WJJ shall use the e-mail address provided for the "Contact Person" identified on the DTState Laws Subscription Form.

2. This License, and the license granted herein, may not be transferred or assigned by Subscriber to any third party. Any transfer or assignment of this License by Subscriber shall be null and void and of no force or effect. WJJ may assign this License and/or payments due hereunder without requirement for Subscriber's permission or approval.

3. If any term or condition hereof is found by a court or administrative body to be invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force.

4. If the Subscriber uses a purchase order in conjunction with this License, then Subscriber agrees that the following statement is hereby automatically made part of such purchase order; "The terms and conditions set forth in the DTState Laws Annual License and Subscription Agreement are made part of this purchase order and in the event of a conflict between the terms of the License and Subscription Agreement and any purchase order, the terms of the License and Subscription Agreement will control, and are in lieu of all terms and conditions, express or implied, in this purchase order, including any renewals hereof."

5. WJJ's remedies herein are not exclusive and are in addition to any other remedies available by law or in equity, none of which shall be deemed as waived by virtue of WJJ's exercise of any other remedy.

6. In the event that any term or condition contained within this License is declared illegal or otherwise unenforceable, it shall be severed from this License without affecting the legality and enforceability of the remaining portions.

7. This License is the entire agreement and supersedes any and all prior agreements and understandings. There are no representations, warranties, promises, covenants or undertakings, except as described herein.