LexisNexis® Relavint™ Desktop END USER LICENSE AGREEMENT

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. This End User License Agreement ("EULA") is a binding contract between the entity you represent ("User") and LexisNexis Risk Solutions FL Inc. ("LN"). BY INSTALLING AND/OR USING ALL OR ANY PORTION OF THE LexisNexis® Relavint™ Desktop ("LN Software"), USER ACCEPTS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA AND YOU WARRANT THAT YOU ARE AUTHORIZED BY USER TO BIND USER AND ACT ON USER'S BEHALF WITH RESPECT TO THIS EULA. If User does not agree to the terms of this EULA, User may not install and/or use the LN Software. LN reserves all rights not expressly granted to User in this EULA. As used herein, the term "User" shall include any employees of User who are permitted to use the LN Services (defined below) pursuant to this EULA.

  1. Grant and Scope of License. LN hereby grants to User a limited, non-exclusive, non-transferable right to install and/or use the LN Software, the documentation supporting the use of the LN Software ("Documentation") and all data obtained through the LN Software (the "LN Data," or together with the LN Software and Documentation, the "LN Services") solely in connection with law enforcement activities, including without limitation, criminal investigations, witness location, and other purposes reasonably related to the provision of law enforcement by the User. At all times LN shall maintain its ownership of, and all rights, title and interest in the LN Services as initially provided or subsequently modified under this EULA or otherwise. No title to, or ownership of, the LN Services shall be transferred to User by way of the granting of this EULA.
  2. Proprietary Rights; Restrictions of Government Rights. This EULA does not transfer ownership of the LN Services or any copy thereof, or any other intellectual property rights of LN. LN shall retain all right, title and interest in and to the LN Services and any copies thereof furnished to User or otherwise made by User hereunder, and all intellectual property embodied therein, including all rights and benefits afforded under United States copyright, patent, or trade secret law and international treaties. User shall use the LN Services consistently with LN's right, title and interest therein, shall promptly notify LN of any threatened or actual infringement thereof, and shall cooperate without charge (provided that LN will reimburse out of pocket expenses) in LN's efforts to protect its rights therein. If the User is a federal government entity that employs Federal Acquisition Regulations ("FAR") wherein the Government may be entitled to limited government rights, including but not limited to FARs 48 CFR Sec. 52.227-13, 52.227-14, and 52.227-15 in its contracts, then it is specifically agreed by the User that rights conferred to the Government by such regulations shall be restricted in accordance with the terms and conditions of this EULA unless the development of a new deliverable or the substantial and material augmentation of a prior deliverable has been (a) directly funded by the Government, and (b) has not previously been made commercially available by LN. User acknowledges and agrees that the LN Software and Documentation are "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Subpart 227.72 and FAR Section 12.212, as applicable, and any use, modification, reproduction, release, performance, display, provision, or disclosure of the LN Software or Documentation by the U.S. Government shall be governed solely by the terms of this EULA and shall be prohibited except to the extent expressly permitted by the terms of this EULA.
  3. Description of Limitations. User agrees not to modify, adapt, reproduce, distribute, resell, retransmit, merge with any other program, prepare derivative works based on, demonstrate, translate, or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the LN Software, except: (i) User may install or access the LN Software and/or Documentation on or from User's computer hard drives (including network or server computers) only as needed to exercise the license rights granted herein; (ii) User may make one (1) copy each of the LN Software, if applicable, and Documentation for each site where the LN Software is in authorized use under this EULA for use only as a backup; and/or (iii) to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. User must first give LN notice of its intention to engage in any such activity expressly permitted by applicable law sufficiently in advance thereof to permit LN to determine for itself beforehand if such activity is so permitted. Any copy of the LN Software or Documentation made by User shall contain all copyright, trade secret, trademark and other proprietary rights notices or logos as are in the original.
  4. Disclaimer of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LN DISCLAIMS ANY WARRANTY (WHETHER EXPRESS OR IMPLIED), INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR THE CORRECTNESS, COMPLETENESS OR CURRENTNESS OF ANY DATA OR RESULTS, WITH RESPECT TO THE LN SERVICES, ALL OF WHICH ARE BEING PROVIDED ON AN "AS IS" BASIS. THE ENTIRE RISK ARISING OUT OF USE OF THE LN SERVICES REMAINS WITH THE USER.
  5. Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LN, ITS SUPPLIERS, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE LN SERVICES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS INFORMATION, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LN SERVICES, EVEN IF LN OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER ACKNOWLEDGES THAT EVERY BUSINESS DECISION INVOLVES ASSUMPTION OF A RISK, AND THAT NEITHER LN NOR ANY THIRD PARTY UNDERWRITES THAT RISK IN ANY MANNER WHATSOEVER. IF, NOTWITHSTANDING THE FOREGOING, LIABILITY CAN BE IMPOSED ON LN OR ANY THIRD PARTIES, THEN USER AGREES THAT THE AGGREGATE LIABILITY OF LN AND/OR ANY THIRD PARTIES FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANY ACT OR OMISSION OF LN AND/OR ANY THIRD PARTIES IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED UNDER THIS EULA, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED ONE HUNDRED DOLLARS ($100.00) AND USER COVENANTS AND PROMISES THAT USER WILL NOT SUE LN AND/OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN SUCH SUM EVEN IF LN AND/OR ANY THIRD PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND THAT USER WILL NOT SEEK PUNITIVE DAMAGES IN ANY SUIT AGAINST LN AND/OR ANY THIRD PARTIES, ALL IN CONSIDERATION OF THE RECEIPT BY USER OF THE LN SERVICES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
  6. Disclosure of LN Services. User may engage, with LN's consent, third party contractors/service providers to provide outsourced services with respect to the LN Software and Documentation. User shall limit access to the LN Software and Documentation to only such employees or third party contractors/service providers engaged by User having a "need to know", and User shall treat the LN Software and Documentation as being "For Official Use Only (FOUO)" to protect the LN Services from disclosure. Government Users hereby specifically acknowledge and agree that the LN Services contain Trade Secrets as defined in the Trade Secrets Act, 18 U.S.C. §1905, and exemption 4 of the Freedom of Information Act, 5 U.S.C. §552 (b)(4).
  7. Term. This EULA is for services rendered and shall be in full force and effect during such periods of time during which LN is providing services for User. User agrees that if it is found to be in violation of any specifications of this EULA, LN has the right to terminate User's access to the LN Services.
  8. Charges. User agrees to pay the agreed upon fees. User shall be responsible for payment for all services obtained through User's access identification code, whether or not such code is used by User or a third party, whether with or without User's consent, provided access to User's access identification code is not the result of use by a person formerly or presently employed by LN or who obtains the code by or through a break-in or unauthorized access of LN's offices, premises, records or documents, or computer system. User agrees that at all times during the term of this EULA it shall keep all passwords for use of LN Services confidential and shall provide such passwords only to individuals that have a need to know. LN reserves the right to terminate this EULA and the right of User to use any information provided hereunder without prior notice to User upon any non-payment of fees by the date due.
  9. LN Audit Rights. User agrees that LN shall have the right to audit and monitor User's processes and procedures (observing in the case of Government Users all pertinent requirements concerning the treatment of classified information) and to directly and through its independent auditors, upon at least three (3) business day's prior written notice, to visit User's facilities during normal business hours. LN, or its designee, may inspect User's facilities and records (including electronic records necessary to ascertain compliance) and interview User's employees or third party contractors/service providers to ensure that User is in compliance with the terms and conditions of the EULA; provided, however, such audits shall be reasonable in number and scope, and shall not become an impediment to User's quiet enjoyment of the LN Services. Except as required by law, LN agrees to maintain the confidentiality of all of User's procedures, processes and all other information that are disclosed to it as a result of the audit. If an audit reveals a violation of the EULA, LN agrees to promptly notify User in writing of any problems discovered and to allow User two (2) business days to cure the problem. If User is unable to cure a breach of this EULA, or otherwise make LN whole relative to a breach, then such notification shall not in any manner act as a waiver by LN of any rights provided by law or under this EULA.
  10. Assignment. User shall not be entitled to assign, sell or transfer the rights to this EULA without LN's express written consent.
  11. Export Law Assurances. User acknowledges that the LN Software is of U.S. origin and subject to U.S. export jurisdiction. Any export and/or use of LN Software outside of the United States of America, and compliance with corresponding laws, Nation State regulations, taxes, and tariffs, are the sole responsibility of the User.
  12. Controlling Law and Severability. This EULA shall be governed and construed by the laws of the State of Florida. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this EULA shall continue in full force and effect.
  13. Complete Agreement. This EULA constitutes the entire agreement between the Parties with respect to the use of the LN Services and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this EULA will be binding unless in writing and signed by an authorized representative of LN.
  14. Indemnification. User shall indemnify and hold harmless LN from and against any and all suits, claims or damages incurred by LN arising from or in connection with any claims of injury to person or property as connected to the use of the LN Services by the User.
  15. Confidential Information. The LN Services are treated by LN as confidential and contain substantial trade secrets ("Confidential Information") of LN, which LN has entrusted to User in confidence to use only as expressly authorized. User shall not use any such Confidential Information for any purpose except as reasonably necessary to perform the terms and conditions of this EULA and to accomplish the specific purpose for which such Confidential Information was provided. User shall not disclose or permit to be disclosed any such Confidential Information to any third person without the prior written consent of LN. User shall protect the confidentiality of the Confidential Information with the same degree of care used by User to protect the confidentiality of its most sensitive trade secrets, but in no event less than a reasonable degree of care. User shall (i) instruct its employees and any other party having access to the Confidential Information of User's responsibilities under this EULA and (ii) be liable for any such person's breach of this EULA as if such breach had been committed by User. Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of User; (ii) is lawfully disclosed to User by a third party without an obligation of nondisclosure or secrecy to LN; (iii) is independently developed by User without reference to the Confidential Information; or (iv) was already in the User's possession prior to the earlier of (a) the date this EULA first goes into effect, or (b) the date of first disclosure to User by LN. Additionally, User may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that User shall give LN prompt written notice of such subpoena, court order or other governmental authority so as to allow LN to have an opportunity to obtain a protective order to prohibit or restrict such disclosure. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. With respect to Confidential Information that constitutes trade secrets pursuant to applicable law, User's obligations pursuant to this section shall continue for so long as such Confidential Information shall continue to constitute trade secrets. With respect to Confidential Information that does not constitute or that ceases to constitute trade secrets pursuant to applicable law, User's obligations pursuant to this section shall continue for not less than the term of this EULA and for a period of five (5) years thereafter. User acknowledges that the Confidential Information is commercially valuable, proprietary information of LN, the design and development of which reflect the expenditure of great effort and expense. User acknowledges and agrees that, for any breach of this EULA, LN will not have an adequate remedy at law, and User consents (without limiting the right of LN to any other remedy) to the entry of an injunction against any threatened or continuing breach by any court of competent jurisdiction.
  16. Security Event. User agrees to take appropriate measures so as to protect against the misuse and/or unauthorized access of the LN Services, including unauthorized access through or to User's user identification numbers or passwords. In the event that User learns or has reason to believe that the LN Services have been disclosed or accessed by an unauthorized party, User will immediately give notice of such event to LN. Furthermore, in the event that User has access to or acquires individually identifiable information (e.g., social security numbers, driver's license numbers or dates of birth) in relation to the EULA, the following shall apply: User acknowledges that upon unauthorized acquisition of such individually identifiable information (a "Security Event"), User shall, in compliance with law, notify the individuals whose information was disclosed that a Security Event has occurred. In addition, User shall be responsible for any other legal obligations which may arise under applicable law in connection with such a Security Event.
  17. Survival. Those provisions of this EULA that by their terms, nature or sense survive any termination or expiration of this EULA shall so survive in accordance with their terms, including but not limited to provisions related to intellectual property ownership and proprietary rights, limitations of liability, payment for product or services, disclaimer of warranties, and nondisclosure of confidential information.

BY INSTALLING AND/OR USING THE SOFTWARE PRODUCT, USER ACCEPTS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT.