This Loislaw Subscription License Agreement ("Agreement") is entered into by and between Loislaw.com, Inc. ("Loislaw") and you, the signatory Subscriber, and sets forth the terms and conditions for the use of Loislaw products and services.
I. General Terms and Conditions
1. This Agreement grants to you a nonexclusive, nontransferable and limited license to access the Loislaw products or services purchased ("Product"). The use of the Product by you is subject to all of the terms and conditions set forth herein, except as relate to subscription payment, provided that no user except you, whether authorized by this Agreement or not, shall i) have or possess any rights against Loislaw, ii) have any right to access the Product after the termination of this Agreement, or iii) have status as a third party beneficiary under this or any other Agreement between you and Loislaw, subject to applicable law.
2. Additional terms and conditions apply to this Agreement, are set forth in full within the Product, and are acknowledged by you. All such additional terms and conditions (specifically, "License and Limitations" and "Supplemental Terms and Conditions") are, by this reference, herein incorporated. If you do not agree to all such terms and conditions, you must immediately notify Loislaw and arrange for cancellation in accordance herewith. Any notice or communication made to Loislaw, as called for under these General Terms and Conditions, may be delivered to Loislaw.com, Inc, 105 North 28th Street, Van Buren, AR 72956, or by facsimile to (866) 887-5232. A notice or communication made by any other means will not cancel your obligations under this Agreement, including the obligation to make payments.
II. License and Limitations
1. License. All data comprising the Loislaw Product, whether accessed via the internet or by compact disc (including related information, such as instructional materials), contains proprietary and copyrighted application, demonstration and/or system software data, usage instructions, access passwords, training manual documentation and other material owned exclusively or licensed by Loislaw. The granting of this license does not affect the ownership of such materials, whether tangible or intangible. All Loislaw products, services, databases, and software are proprietary and are protected by copyright laws, international copyright treaties and other intellectual property laws and treaties. Nothing contained herein grants to you or to any other person or entity an ownership interest in any such products, services, databases, or software, including the Product, or any rights except to the extent specified herein. Both the Product and all intellectual property contained therein are and shall remain the sole and exclusive property of Loislaw. Neither you nor any other user, whether permitted or not, or other person or entity other than Loislaw, may: (i) copy all or any substantial portion of the Product; (ii) distribute all or any portion of the Product, except for small printed portions; (iii) provide access to the Product or any portion thereof through the Internet or any other electronic means, including through computer modem; or (iv) make any commercial use of the Product except for purposes of legal or other research, or for obtaining information for you. You agree to treat your Product ID and password, if necessary to access or use the Product, as confidential and not to disclose such Product ID or password, either directly or indirectly, to any person except as is specifically authorized in this Agreement. You agree to treat your unlock code and any computer file containing unlock data (if the Product is in compact disc format) as confidential and not to disclose or provide such unlock code or computer file containing unlock data, either directly or indirectly, to any person except as is specifically authorized in this Agreement. If you are an entity other than an individual, you may disclose your Product ID and password to employees or associates, provided that any such employee or associate agrees to treat the Product ID and password as confidential.
2. Restriction. You, or any third party (including individuals or entities that use the Product, whether in accordance with this Agreement or otherwise), are expressly prohibited from decompiling, reverse engineering or disassembling all or any portion of the Product, accessing the Product by any means other than as provided for in this Agreement or in other written instructions from Loislaw, and from downloading, copying, or storing substantial portions of the Product, except as actually necessary for use in your practice, business, or personal use. You may not republish, rent, lease, sublicense, sell, or distribute all or any portion of the Product. You are also prohibited from transferring electronically, or by any other means, all or any portion of the Product to a third party or translating all or any portion of the Product onto or into other computer software.
3. Term and Termination. This Agreement is effective for a period of one year from the date of the commencement of your subscription or until terminated by you or Loislaw in accordance with these terms and conditions. A termination of this Agreement by you or Loislaw does not terminate your obligation for payment of any outstanding debts that you may have incurred or accrued relating to use of the Product. Your use of the Product following automatic termination of this Agreement does not relieve you from the obligation to pay for such use as if the use had been authorized. The restrictions contained in section II(2), above, will survive the termination of this Agreement by either you or Loislaw.
4. Disclaimer of Warranty on Product. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PRODUCT IS AT YOUR SOLE RISK. THIS PRODUCT IS PROVIDED "AS IS" BY LOISLAW AND WITHOUT WARRANTY OF ANY KIND. LOISLAW, AND EACH THIRD PARTY SUPPLIER OF DATA OR MATERIALS CONTAINED IN THE PRODUCT, EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER LOISLAW NOR ANY SUCH THIRD PARTY SUPPLIER OF DATA OR MATERIALS WARRANTS THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET YOUR NEEDS, OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER LOISLAW, NOR ANY THIRD PARTY SUPPLIER OF DATA OR MATERIALS CONTAINED IN THE PRODUCT, MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO DATA OR MATERIALS GATHERED OR OBTAINED BY LOISLAW, OR FOR THE PRESENT OR ANY FUTURE METHODOLOGY EMPLOYED BY LOISLAW IN OBTAINING OR PRODUCING SAID DATA AND MATERIALS, OR AS THE ACCURACY, CURRENCY OR COMPREHENSIVENESS OF THE SAME. NO OTHER ORAL OR WRITTEN INFORMATION PROVIDED BY LOISLAW, OR BY ANY THIRD PARTY SUPPLIER OF DATA OR MATERIALS CONTAINED IN THE PRODUCT, SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF ANY WARRANTY.
NEITHER LOISLAW NOR ANY THIRD PARTY SUPPLIER OF DATA OR MATERIALS CONTAINED IN THE PRODUCT IS ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL PERSON SHOULD BE SOUGHT. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF THE USE OF THE PRODUCT.
5. Limitation of Liability. UNDER NO CIRCUMSTANCE INCLUDING NEGLIGENCE, SHALL LOISLAW, OR ANY THIRD PARTY SUPPLIER OF DATA OR MATERIALS CONTAINED IN THE PRODUCT, BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) THAT RESULT FROM THE USE OR INABILITY TO USE THE PRODUCT. In no event shall Loislaw's or any third party's total liability to you for all damages, losses, costs, expenses, and causes of action (whether in contract, negligence or other tort, or otherwise) exceed the amount paid by you for the Product.
6. Controlling Law and Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas. If for any reason a court of competent jurisdiction finds any provision of the Agreement to be unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall be severable, valid, and effective as if such unenforceable provision were not a part hereof. Unless otherwise specifically provided for in paragraphs 10, 11, or 12, you agree that all disputes, claims, and causes of action arising under or relating to this Agreement, or your use of the Product (or any cause of action in any way related to the Product), shall be brought and litigated in the Circuit Court of Crawford County, Arkansas. In this regard, you submit to the exclusive jurisdiction and exclusive venue of the Circuit Court of Crawford County, Arkansas for resolution of all such disputes, claims, and causes of action. You agree that you waive any right to file or remove any such dispute, claim, or cause of action in or to a United States District Court and further agree that you waive any right that you may have to seek transfer or dismissal of any such dispute, claim, or cause of action on the basis that the forum is inconvenient.
7. Complete Agreement. This Agreement constitutes the entire agreement between you and Loislaw with respect to the Product, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
8. General. Except for the obligation to pay monies, neither you nor Loislaw shall be liable in any manner for failure or delay in fulfillment of all or part of this Agreement directly or indirectly owing to any cause or circumstance beyond its reasonable control, including, but not limited to, acts of God.
9. Export Control. You acknowledge and agree that the Product may not be exported or otherwise used in Cuba, Iran, Libya, North Korea, Syria or any other country to which the United States has embargoed goods, or to a national or resident thereof, or to anyone on the United States Treasury Department's List of Specially Designated Nations, or the United States Commerce Department's Table of Denial Orders. You further represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
10. Government End Users. United States government personnel are on notice that the Product is provided subject to limitations, including those stated in "Commercial Computer Software -- Restricted Rights" (48 C.F.R. §52.227-19), which may be amended from time to time. In addition, information contained in the Product constitutes a trade secret of Loislaw for all purposes of the Freedom of Information Act, or otherwise. Loislaw owns or has license to use, in all respects, the proprietary information and proprietary data found in the Product.
11. Trademark Remedy Clarification Act. If the Product is purchased on behalf of a State or an instrumentality of a State, then 106 Stat. 3567 (the Trademark Remedy Clarification Act) applies. Under the Trademark Remedy Clarification Act, States, instrumentalities of States, and officers and employees of States acting in official capacities are subject to suit in Federal court for infringement of trademarks, and all remedies may be pursued in such suit that may be pursued in a similar suit against a private entity.
12. Copyright Remedy Clarification Act. If the Product is purchased on behalf of a State or an instrumentality of a State, 104 Stat. 2750, the Copyright Remedy Clarification Act, applies. Under the Copyright Remedy Clarification Act, States, instrumentalities of States, and officers and employees of States acting in their official capacities are subject to suit in Federal court by any person for infringement of copyright, and all remedies may be pursued in such suit that may be pursued in a similar suit against a private entity.
13. Notices. Loislaw.com, Inc. is a Delaware corporation with its principal place of business in Arkansas. All notices to Loislaw which are due or required under sections II or III of this Agreement shall be given and delivered to:
Attn: Legal Department
105 North 28th Street
Van Buren, AR 72956
All notices to you (the signatory Subscriber) as become due or required under any provision of this Agreement may be given and delivered to your address as listed in the records of Loislaw.
14. Paragraph Headings. Paragraph headings contained in this Agreement are for assistance only and shall not be deemed to be part of the Agreement or construed to vary, modify, or alter the terms or conditions hereof.
III. Supplemental Terms and Conditions
1. Public Records. If the Product you purchased is Public Records, you shall not use the Product in violation of any federal, state, or local law, including but not limited to the Fair Credit Reporting Act (15 U.S.C. §1681 et. seq.) ("FCRA"), or the Driver's Privacy Protection Act (18 U.S.C. §2725) ("DPPA"). You certify that you will not use any information obtained through Public Records as a factor in establishing a consumer's eligibility for credit granting, monitoring, account review, insurance underwriting, employment, or any other purpose addressed by the FCRA. Further, you shall not use the Motor Vehicle Registration, Vehicle Identification Number or Motor Vehicle Drivers License services except for permissible DPPA purposes, as follow: (a) The Requestor is a law enforcement agency, a criminal justice agency, or a court, and the records will be used to carry out official functions; (b) The Requestor is a federal, state, or local governmental agency, or a private person or entity acting on behalf of a federal, state, or local government agency, and the records will be used to carry out the official functions of such federal, state or local governmental agency; (c) The Requestor is an insurance company, an authorized agent thereof, or service carrier, and the records will be used to the extent authorized in a safe driver insurance plan and for the purposes of complying with the requirements of prevailing State laws pertaining to motor vehicle liability policies; (d) The Requestor is an insurer or insurance support organization, a self-insured entity, or an agent, employee or contractor of such, and the records will be used in connection with the investigation of claims activities, anti-fraud activities, rating or underwriting; (e) The records will be used in the normal course of business by a legitimate business or its agents, employees, or contractors, but only (i) to verify the accuracy of personal information submitted by an individual to the business or its agents, employees or contractors, and (ii) if such information as so submitted is not correct or is no longer correct, to obtain the correct information, but only for the purposes of preventing fraud by, pursuing legal remedies against, or recovering on a debt or security interest against, the individual; or, (f) the records will be used in connection with a civil, criminal, administrative, or arbitral proceeding in a court or government agency or before a self-regulatory body, including the service of process, investigation in anticipation of litigation, and the execution or enforcement of judgments and orders, or pursuant to a court order.



