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HomeMy WebLinkAbout2022 CON Clear Proflex - Police Dept. SoftwareEXHI 'FP r�h IT "B" THOMSON ET r Order (gm Roder ID:(242377501 Contact your representative ae rrtke(atitar« won N.,tz to vs.co,in with any questions. Thank you. ` a .. �Ff- •-"i. .'1. Q• ,4 k' 'k t•h .�,r.a --• r T� a , - - M.M wi+-rv' �+�.-t.. - _. - - I �, 'r 'J+ ,� 1. � ±i' �' .mot ��,Y � .ry r=�{':. iM1rS �":`.. KC tf' rs„� �:�, •°�•, i'[9r 1 a r i �'• F ''rr: ii?.W.`.� a � _{ _ .4. r••-�-,'_ 5 .•" •,,�,..._� ` *.�'.r.y r • '#' •t a :Y�Y''. t�. ', L-: ,. .. .w .y 'ti'.# �r i - . �_ .i ,: ' *.s. 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A.r �Ip 'r t. .r ':=.v-r., :.7 .k.' rF ,r..4.11-'[.^ �ry,1 ,4.K f'-' ,} ''V641.11111 ,a,v el'fl !".," ,I "",i= x' ti' - ► #.v#' ti ?i. d r " {' c' .,'{f `�i"i,+ ' ..;% a. .f. f -•••k. r.41.._ .F' uw' r..- .a.c..... ,Xis i rs1 •,r-..,. k:-- r ._i 5� � +a--w y , --.�—�-�- - ' -- r . ►.,:' x S ,. { •— i4: �4 ►�' +.a.d..t ��r.�. -; $ b XiYYf,:f"�,�... 'o.#�.+".r ��I�rel'�: �.n,ic'•n.,.+�e:,. -�vS� Your subscription is effective upon the date we process your order ("Effective Date") and Monthly Charges will be.prorated for the number of days remaining in that month, if any. Your subscription will continue -'or the number of months listed in the Minimum Term column above counting from the first day of the month following the Effective Date, Your 1 l nthly Charges during the first twelve 12 months oft1 a Minim Term are as set forth above. 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If you area non -governmental entity, this Order Form will be interpreted under Minnesota state law and any claim by one of us may be brought in the state or federal courts in Minnesota. If you are a United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. Page t of 4 Charges, Payments & Taxes. You agree to pay all charges in full within 30 days of the date of invoice. You are responsible for any applicable sales, use, value added tax (VAT), etc. unlessyou are tax exempt. If you are a non -government subscriber and fail to pay your invoiced charges, you are responsible for collection costs including attorneys' fees. eBilling Contact. All invoices for this account will be exnailed to your e-Billing Contact(s) unless you have notified us that you would like to be exempt from e-Billing. Credit Vrifcation. 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You will pay our then current Schedule A rate:.Schedule A rates are located at : i g.l of ns, "s bedle-a-clear= Existing Vigilant Subscribers: We may terminate your License Plate Recognition (LPR) subscription if you are an existing Vigilant LEARN subscriber whose LPR pricing is based upon your existing Vigilant LEARN agreement, and you cancel your Vigilant LEARN agreement. Enterprise Law Enforcement Subscribers: You certify that you have up.to the number of Sworn Officers in your employ at this location identified in the QTY COlurnn above. Our pricing for banded products is made in reliance upon your certification. If we learn that the actual number is greater, we reserve the right t in yeas your charges as applicable. CLEAR Subscribers via an Alliance Partner. In limited circumstances we may allow you to access CLEAR through a third party's ("Service Provider") software or service (together with CLEAR, the "Integrated System"). In the event that you enter into a license agreement to access an Integrated System, you agree as follows: We have no obligation to Service Provider with regard to the functionality or iron -functionality of CLEAR during or after the integration. Service Provider will have access to CLEAR on your behalf and you will ensure Service Provider's compliance with the terms and conditions of the Thomson Reuters General Terms and Conditions located in the General Terms and Conditions paragraph above. Except as 'otherwise provided in your agreement with us, Data may not (i) be distributed or transferred in whole or in part via the Integrated System or otherwise to any third party, (ii) be stored in bulk or in a searchable database, and (iii) not be used in any way to replace or to substitute for CLEAR or as a component of any material offered for sale, license or distribution to third parties. No party will use any means to .discern the source code of our products and product Page 2 of data. You are responsible for Service Provider's access to CLEAR on your behalf: You are responsible for all damages caused by misuse, abuse or compromise of the data by Service Provider, you, your employees and any person or entity with which you shared the data. We will be responsible for damages caused by us. For Law Enforcement Agencies and Correctional Facilities Gn1v —No Inmate Westlaw or CLEAR Access direct or indirect) I certify, on behalf of Subscriber, that I understand an.d accept the security limits of Westlaw or CLEAR ; Subscriber's responsibility for controlling Westlaw, CLEAR, internet and network access; and, how Subscriber will be using Westlaw or CLEAR. I acknowledge Subscriber's responsibility for providing West with prompt written notice if Subscriber's type of use changes. Only non-inmates/administrative staff will access Westlaw or CLEAR with no direct Westlaw research results provided to inmates (including work product created as part of inmates' legal representation). In no event shall anyone other than Subscriber's approved employees be provided access to or control of any terminal with access to Westlaw or Westlaw Data. Functionality of Westlaw or CLEAR cannot an.d does not limit access to non -West internet sites. It is Subscriber's responsibility to control access to the internet. Subscriber will provide its own firewall, proxy servers or other secunity technologies as well as desktop security to limit access to the Westlaw or CLEAR URL and West software (including CD-ROM orders). Subscriber will design, configure and implement its own security configuration. Subscriber will not use any data nor distribute any data to a third party for use, in a manner contrary to or in violation of arty applicable federal, state, or local law, rule or regulation or in any manner inconsistent with theGeneral Terms and Conditions. Subscriber will maintain the most current version of the West software to access CD-ROM Products for security purposes. Amended Terms and Conditions Government Non-Availabil t of Funds for Online. PracticeSolutions or Software Products You may cancel a product or service with at least 30 days written notice if you do not receive sufficient appropriation of funds. Your notice mist include an official document, (e.g., executive order,an officially printed budget or other official government communication) certifying the non- availability of funds. You will be invoiced for all charges incurred up to the effective date of the cancellation. Signature for Order der ID: -02 77 01. ACKNOWLEDGEMENT O23775O1 I have read all pages and attachments to this Order Form and 1 accept the terms on behalf of Subscriber. I warrant that I am authorized to sign this Order Form on behalf of the Subscriber. A Signature of Authorized Representative for order Title ts'0 1/4; SI 0 Printed Name Date This Order Foam will expire and will not be accepted after Sri l /2022 CT. Page 3 of4 *" it. 0. Ore at '31 THOMSON REJJTERS' Prh ..t,. Order ID: Q-02377501 Attacimenat °rider TID:(2-1023775911. Contact your representative a.oehmkeathomsonreuterscop with any questions. Thank you. t, 14:At ieft" • 2 .'f 7777q?-"7" I aymentiShpping177..7 .2 .1;0000 ••• - • • • • , aa—dia•-•. . - 11•••••• •14.1• •••••• . • • 01.0. 0, 0-0.- •-•00-•0-• Payment Method: Order Confirmation Contact (#28) Payment Method: Bill to Account Contact Name:Fernando, Vincent Account Number: 100393 9623 Email:vfernando@nationalcityca.gov -d !F1-• e ••-• .17t 'TV:A T. •. • Cd • • .1. e.. .• - • •••,. • • • • • - -• • • •-• • Account Number Account Name • • • • • • -'.•• j:f.;11:;• b" lex Muitiple,Location. Details • t • ' ' t h.. . • ..L'Okl ...A 7.. _MI 1. . ..... _ . .0 6, Account Address Action 1200 NATIONAL CITY BLVD 1003939623 NATIONAL CITY POLICE NATIONAL CITY CA 91950-4302 US 'der!. ••"! r- S.41.1" ?7,•:1-17ID't•VA • • • :1- • • • .••••=.!• New rr .ert •^ 1 +r 4 . ProFlex-Pro _ fri)antity 1 Unit uct.. e al s 4 Service Material # Each 41308780 CLEAKProflex Description 100 25 Seats Alerts 41882302 CLEAR for Law Enforcement Plus 42019395 To • 1.0 V • • .5ft . •• • • . . ' Contact Name ENCLR PRO ALERT PREMIUM BAND ADD on ac s . „:,••?• .f. • • ',V% Email Address r • r. • • -• • !:• • 1 • • 74.5,?..' ' -.1...ir16 1 Derek Aydelotte daydelotte@nationalcityca.gov Customer Type Description CLEAR PRIMARY CONT Derek Aydelotte daydelotte@nationalcityca.gov EML PSWD CONTACT -, -0- .n x _ -...i...• ....I .." r:. - ,, N - -. ,.....2' iC .. 1::". -,-... , •••r .1.7•1•• %.'•••• ..." r '• j' • 4.: .7'•:•'-':•?••••- 4N-4•VJP:.)/ ":7:7,6r...1•'/e41•:•YELT •1:::14,;7; :•11:VA::'7`;.&5' . 'i I '; _:. , ...:•. 07.11,..., .....‘7.4..- '• ; V!' . • ' '•:!:7 ...?,%.1•7: ': • :• ...1,..• ••"... • — r..F.r...:.1,7 . i1.0 ' ' ._,6.t..; 6,1 .11. ,3 L. ••• V2..• '„i" ci:!--24'1: ";•• "V." ''' '1 ' .-7 IN. •;4.' 7••-•••:(:4 - W; '1- - '•'-, '.:. •••?,-. . rks ,, .....•' . ... .' '4".•L'''' '''''1. .F"''' . r'').. " 41'1'".2"4'"5:7-."'"IC: ...1 • ' !'.. . .' ''.'" ?717 1 ..'t -'.- ' -.-9'' ..::r•?14P A ddress Information _ ;4,, . ,,,,4,,, .;.,:4.5,v• •••• ii:,.., ,•,,,i.:,,4.e., ., ..., ..0.,,......;,•,:m.,z,,,,,yd,.-4:1,,,,,,,.irt..,4pLi_,•:„,,,..,...,....,,,:,,., .,- ....„. •.... - __._.....,.,. . 1•1,.''' ....-..i• ` 1 ' ..,:' : ' Pr.—, ...- .............. .0... From IP Address To IP Address From IP Address To IP Address From IP Address , To IP Address 000.000.000.000 000.000.000.000 1 Sub Material Quantity Active Subscription to be Lapsed 41882302 100 C CLEAR for Law Enforcement Plus 1 r Material 4 Product . Name Monthly Year 1 Charges 1 % incr Yr 1-2* Monthfy Year 2 Charges % incl. Yr 2-3* . Monthly Year 3 Charges ! 1 1 ! ei i i -7G incr Yr 3 4* _Chaes Monthly Year 4 .pr,_ % incr Yr 4-5* Monthly Year 5 , Charges 41308780 CLEAR Proflex $658.99 1 5.00 $691.95 • 5.00 1 $726.55 , , N/A - - $N/A : ' - N/A — . -- - $N/A I 4.7.1 • ic •• k • • p{.t, • • r. ••••• ,• ••• `Cr! 1.! • ••• • • '°...ir-r::;g•ith• ,:.0:-Z.ratt. 3 e • .. 4 . - ..0 •• . argesPuring 1.111M1114., erm• .71 ri 4:J1' eLe. •'4•11%.• 4:6Z i-41;;';‘,-:1•6•1•'?..t7 .0: • Pricing is displayed only for the years included in the Ailinimum.Terme Years without pricing in above grid are not included in the Minimum Term. Refer to your Order Form for the Post Minimum Term pricing. Page 4 of 4 EXHI IT "C" THOMSON T 4 Thomson Reuters General Terms and Conditions Version 3.0 Last Modified: August 3, 2021 These terms govern your access and use of Thomson Reuters Services, as such term is defined below. 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Neither of us will knowingly introduce any malicious software .or technologies into any products, services or networks. d. Third Party Providers. Our Services may include data and software from third parties. Some third -party providers require Thomson Reuters to pass additional terms through to you. The third - party providers change their terms occasionally and new third -party providers are added frcoxn time to time. To see the current third -party additional terms for our Services please click on the following URL: virmv_thornsonreuters.conifthirdvartvternis. You agree to comply with all applicable third -party terms therein. e. Third Party Supplemental Software. You may be .required to license third -party software to operate some of our Services. Additional terms may apply to such third -party software. • f. Use l estrictions: ou shall not use our Property or permit a third party to use our Property for any purposes beyond the scope of the access granted herein. Unless otherwise expressly permitted in the Agreement, you may not and you may not permit a third party to: (i) sell, license, sublicense, distribute, publish, display, store, copy, modify, decotnpile, decode or disassemble, reverse engineer, remove any proprietary notices, translate or transfer our Property in whole or in part, or as a component of any other product, service or material;(li) use our .Property or our third -party providers' property to train any artificial intelligence(Al)or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (iii) allow any third parties to access, use or benefit from our Property in any way. Notwithstanding the foregoing, you may (a) download and print limited extracts of content from our Services solely for your own internal business purposes and b on an infrequent, irregular and ad hoc basis, distribute limited extracts of content from our Services; provided that, in either case, 1 such extracts do not reach such quantity as to have commercial value and you do.not use such extracts as a substitute for any Services and 2 Thomson Reuters and any third - party content provider, if applicable, is cited and credited as the source: Exercising legal rights that cannot be limited by agreement is not precluded. Only if you are in the busines of providing audit, tax, or accounting services, or legal advice to your clients, this Section 3(f) does not preclude you from using our Services.to benefit your clients in the ordinary course of your business in accordance with the Agreement. Except as expressly set forth in the Agreement we retain all rights and you are granted no rights in or our Property. g. Security. Each ofus will use and will require any subcontractors to use industry standard organizational, administrative, physical and technical safeguards to protect the other's data, Each party will inform the other in accordance with applicable law if such party becomes aware of any unauthorized third -party access to the otherparty's data and will use reasonable efforts to remedy identified security vulnerabilities. h. Compliance. Each of us shall at all times comply with applicable law, including export controls and economic sanctions that apply to us in connection with the Agreement. I. Your Responsibilities. You are responsible for (i) proper use of our Property in accordance with all Documentation, usage instructions and operating specifications; (ii) adherence to . the minimum recommended technical requirements; iii changes you make to our Services or data; (iv) your combination, of our Property with any other products, services, data or other property; (v) implementing and maintaining proper and adequate virus or maiware protection and proper and adequate backup and recovery systems; and (vi) installing updates. 4. OM R ES a, Payment and Taxes. You must pay our charges within 30 days ofthe date of invoice in the currency stated on the applicable Ordering Document. A Thomson Reuters affiliate may act as a billing and collection agent for the Thomson Reuters entity listed on the applicable Ordering Document. For online purchases, you authorize us to charge you for charges stated in the applicable Ordering Document via credit card, debit card, or Automated Clearing House "AHP' or any other method you have agreed to in advance. If you are a non -government subscriber and you fail to pay your invoiced charges, you are responsible for collection costs including legal fees. You must also pay applicable taxes and duties, other than taxes on our income, in addition to the price quoted, unless you provide valid proof that you are exempt. Invoice disputes must be notified within 15 days of the date of the invoice. b. Changes. We may increase, or adjust the basis for calculating, the charges for our Services witheffeet from the start of each renewal term by giving you at least 90 days written notice; any other price changes or adjustments will be as set out in your Ordering Document. c. Excess Use. You must pay additional charges if you exceed the scope of use specified in the applicable Ordering Document, based on the rates specified on the applicable Ordering Document or our current standard pricing, whichever is greater. We may change the charges if you merge with, acquire or are acquired by another entity which results in additional access to our Services or data. 5. P111:VikeY The parties agree that the terms of the Data Protection Addendum ("DPA") available at: httinflir-COMOCeSAM-addendtkill shall apply to the extent Thomson Reuters Processes Customer Personal Data (as those terms are defined in the DPA), ,in which case the DPA is hereby incorporated into the Agreement by this reference. G. CONFIDENTIALITY Each party agrees to (0 protect any confidential information received from the other party using the same standard of care it uses to protect its own confidential information (which shall be no less than a reasonable degree of care) and (il) not disclose any part of it to any third party except to its affiliates, contractors, financial advisors, accountants and attorneys who are subject to confidentiality duties or obligations to the recipient that are no less restrictive than the terms and conditions of the Agreement. If a court or government agency orders either ofus to disclose the confidential information ofthe other, the other will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification. These obligations of confidentiality 0 do not apply to information which: (a) is or becomes generally available to the public (through no act or omission of the receiving party); (b) becomes known to the receiving party on a non -confidential basis through a third party who is not subj a ct to an obligation of confidentiality with respect to that information; e) was lawfully in the possession of the receiving party prior to such disclosure as established by documentary evidence; or (d) is independently developed bY the receiving party, as established by documentary evidence, wikhout reference to or use of, in whole or in part, any ofthe disclosing party's confidential information. This section shall survive three (3) years after the termination ofthe Agreement or until the confidential information is no longer deemed confidential under applicable law, whichever occurs first. 7: WARRANTIES: : Dal i CEO l IRS a. LIMITED WARRANTY, EXCEPT WITH RESPECT TO INSTALLED SOFTWARE OR PROFESSIONAL SERVICES, WE WARRANT THAT PROPERLY LICENSED SERVICES WILL MATERIALLY CONFORM TO ANY DOCUMENTATION THAT ACCOMPANIES THE SERVICES, THIS LIMITED ED WARRANTY APPLIES FOR THE DURATION OF THE TERM. YOUR OLY REMEDY IN THE EVENT WE BREACH THIS LIMITED WARRANTY SHALL BE THE REPAIR OR REPLACEMENT" OF THE SERVICES AT NO CHARGE, THIS LIMITED WARRANTY DOES NOT COVER PROBLEMS CAUSED BY YOUR FAILURE TO ADHERE I TO INSTRUCTIONS OR CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL. b. INSTALLED SOITWARE. 'WE WARRANT THAT OUR INSTALLED SOFTWARE WILL MATERIALLY CONFORM TO OUR DOCUMENTATION FOR 90 DAYS AFTER DELIVERY. IF DURING "TLIIS WARRANTY PERIOD WE ARE UNABLE TO CORRECT, WITHIN A REASONABLE TIME PERIOD AND MANNER, AN INSTALLED SOFTWARE ERROR YOU REPORT TO US, YOU MAY TERMINATE THE APPLICABLE ORDERING DOCUMENT 'O THE AFFECTED INSTALLED S O ITWARE BY PROMPT WRITTEN NOTICE TO US FOLLOWING THE REASONABLE TIME PERIOD AND THE LICENSES WILL IMMEDIATELY TERMINATE, YO[JR ONLY REMEDY AND OUR ENTIRE LIABILITY FOR BREACI OF THIS WARRANTY WILL BE A REFUND OF THE APPLICALE CHARGES. c, PROFESSIONAL SERVICES. WE WARRANT THAT WE WILL PROVIDE ANY PROFESSIONAL SERVICES USING REASONABLE SKILL AND CARE. d. DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTIES DO NOT APPLY, AND WE STRICTLY DISCLAIM ALL WARRANTIES, WITH RESPECT TO ANY THIRD -PARTY DATA OR THIRD -PARTY SOFTWARE. EXCEPT FOR THE LIITI'ED WARRANTIES PROVIDED IN SECTIONS 7(A), (B), and (C) HERE , OUR SERVICES ARE PROVIDED "AS IS", AND ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE jOR COMMON LAW INCLUDING, WITHOUT LI IITA►TIpN, WARRANTIES OR OTHER TERMS AS TO SUITABILITY, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. I ENTERING THE AGREEMENT, NEITHER PARTY HAS RELIED UPON ANY STATEMENT, REPRESENTATION, WARRANTY 'OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY CONTAINED IN THE AGREEMENT. UNLESS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DO NOT WARRANT OR REPRESENT OR INCLUDE ANY OTHER TERM THAT THE SERVICES WILL BE DELIVERED FREE OF ANY INACCURACIES, INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS, OR THAT ANY OF THESE WILL BE CORRECTED, AND WE WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH FAULTS. WE DO NOT WARRANT THE LIFE OF ANY URL OR THIRD -PARTY WEB SERVICE. e. NO ADVICE. WE ARE NOT PROVIDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE OR ANY OTHER PROFESSIONAL ADVICE BY ALLOWING YOU TO ACCESS AND USE OUR SERVICES, DOCUMENTATION OR DATA. YOUR DECISIONS MADE IN RELIANCE ON THE SERVICES, DOCUMENTATION OR YOUR INTERPRETATIONS OF OUR DATA ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY YOU OR ANYONE ACCESSING TI{E SERVICES THROUGH YOU MADE IN RELIANCE ON THE SERVICES, INCLUDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER PROFESSIONAL ADVICE. YOU AGREE THAT YOU USE THE SERVICES AT YOUR OWN RISK IN THESE RESPECTS. YOU ARE SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE OF ANY SERVICES AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED IN OR GENERATED BY THE SERVICES. !LIABILITY a. LIMITATION. EACH PARTY'S OR ANY OF ITS THIRD PARTY PROVIDERS' ENTIRE LIABILITY IN ANY CALENDAR YEAR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH TILE AGREEMENT, INCLUDING FOR NEGLIGENCE, WILL NOT EXCEED THE AMOuNT PAYABLE IN THE PRIOR 12 MONTHS FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM FOR DAMAGES (OR, IF THE CLAIM IS MADE THE FIRST 12 MONTHS, 12 TIDIES THE AVERAGE OF THE MONTHLY CHARGES PAM). IN NO EVENT SHALL WE OR OUR THIRD -PARTY PROVIDERS BE LIABLE FOR ANY PENALTIES, INTEREST, TAXES OR OTHER AMOUNTS IMPOSED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY. NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF DATA, OR LOSS OF PROFITS (IN EITHER CASE, WI -TETHER DIRECT OR INDIRECT) EVEN IF SUCH DAMAGES OR LOSSES COULD HAVE BEEN FORESEEN OR PREVENTED. b. Unlimited Liability. Section 8(a) does not limit either party's liability for i) fraud, fraudulent misrepresentation, willful misconduct, or conduct that demonstrates reckless disregard for the rights of others; II negligence causing death or personal injury; or (iii) infringement of intellectual property rights. Section 8(a) does not limit your indemnification obligations in Section 8(d) or your obligation to pay the charges an the applicable Ordering Document and all amounts for use'othe Services that exceed the usage permissions and restrictions granted to you. Nothing in the Agreement limits liability that cannot be limited under law. c. Third Party Intellectual Property. If a third party sues you claiming that our Services, excluding any portions of the same provided by our third -party providers, infringes their intellectual property rights, and your use of such Services has been in accordance with the terms ofthe Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by Thomson Reuters, provided the claim does not result from: (i) a combination of all or part of our Services with technology, products, services or data not supplied by Thomson Reuters; ii) modification of all or part of our Services other than by Thomson Reuters or our subcontractors; iii use of a version of our Services after we have notified you of a requirement to use a subsequent version; or (iv) your breach of the Agreement. Our obligation in this Section 8(c) is conditioned on you 1 promptly notifying Thomson Reuters in writing ofthe claim; 2 supplying information we reasonably request; and allowing Thomson Reuters to control the defense and settlement. d. Your Obligations. You are responsible for any loss, damage or cost we and our affiliates incur arising out of or in connection with a third -party claim, or a regulatory fine or penalty, connected to: (i) an allegation' that our or our affiliates' use of the information, data, software, or other materials provided to ,us by you or on your behalf, which we are required to host, use or modify in the provision of our Services infringes the intellectual property rights of a, third party (except to the extent of any indemnity we provide you under Section 8(c) (Third Party Intellectual Property); (ii) your or your subcontractors' use of our Property in breach of the Agreement or in violation of applicable law; iii our or our affiliates' compliance with any instruction given by you to us in the course ofthe provision ofour Services; or (iv) an assertion by any person accessing or receiving the benefit of any part of our Services through you. { e. Customer Assistance. We will not be responsible if our Service fails to perform because of your third -party software, your hardware malfunction, or your actions or inaction. If we learn that our Service failed because of one of these, we also_reserve the right to charge you for our work in investigating the failure. At your request we will assist you in resolving the failure at a fee to be agreed upon by us. 9. TTER rl .T ERN [1NATION: a. Term. The term and any renewal terms for the Services are described in the applicable Ordering Document. If not otherwise stated in the applicable Ordering Document, the Agreement will automatically renew annually unless either of us gives the other at least 60 days written notice before the end ofthe then current term. b. Suspension. We may on notice terminate, suspend or limit your use of any portion or all of our Services if i requested to do so by a third -party provider, court or' regulator; ii you become or are reasonably likely to become insolvent; or (iii) there has been or it is reasonably likely that there will be: a breach of security; a breach of your obligations under the Agreement or another agreement between us; a breach °four agreement with a third -party provider; or a violation ofthird party rights or applicable law. Our notice will specify the cause of the termination, suspension or limitation and, if the cause of the termination suspension or limitation is reasonably capable of being remedied, we will inform you of the actions you must take to reinstate the Service. If you do not take the actions or the cause cannot be remedied within 30 days, we may suspend, limit or terminate the Agreement in whole or in part. Charges remain payable in full during periods of suspension or limitation arising from your action or inaction. c. Termination. We may, upon reasonable notice, terminate all or part of the Agreement in relation to a Service which is being discontinued. Either of us may terminate the Agreement immediately upon written notice if the other commits a material breach and fails to cure the material breach within 30 days of being notified to do so. Any misrepresentation by you or failure to fully pay any amount when due under the Agreement is a material breach for this purpose. Where0) we terminate a Service, other than for a termination for your breach pursuant to this Section 9 or a termination for your insolvency pursuant to Section 9b, or ii you terminate a Service for our breach pursuant to this Section c, you will be entitled to a pro rata refund of any prepaid unused recurring charges for the terminated Service. d. Effect of Termination. Except to the extent we have agreed otherwise, upon expiration or termination of the Agreement, all licenses and rights granted herein shall end immediately and you must uninstall or destroy all of our Property. Additionally, upon expiration or termination, at your request, we will, at our discretion, either return or destroy your confidential information, except as may be required for archival or compliance purposes. Termination of the Agreement will not (i) relieve you of your obligation to pay Thomson Reuters or its agent any amounts you owe up to and including the date of termination; ii affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue or those that expressly state shall survive termination. e. Amendments. We may modify the Agreement at any time by posting the updated Agreement at httnifiticr_comrrermsandConditions. Modified tenns become effective 30 days after posting. By using the Services after the effective date, you agree to be bound by the most recent version of the Agreement. You are responsible for reviewing and becoming familiar with any such modifications. f. Force Maj eu re. We are not liable for any damages or failure to perform our obligations under the Agreement because of circumstances beyond our reasonable control. If those circumstances cause material deficiencies in the Services and continue for more than 30 days, either of us may terminate any affected Service on written notice to the other. O. TIE RfHPARTY- R LOUIS' Our third -party providers benefit from our rights and remedies under the Agreement. Except for our third -party providers, no other third parties have any rights or remedies under the Agreement. 11. GENERAL. a. Assignment. You may not assign, delegate or otherwise transfer the Agreement (including any of your rights or remedies) to anyone else without our prior written consent We may assign, delegate or otherwise transfer the Agreement (including any of our rights or remedies) in whle'or in part to an affiliate or any entity that succeeds to all or substantially all ofthe assets or business associated with our Property. We may subcontract any of the Services in our sole discretion. Any assignment, delegation or other transfer in contravention of this Section 11a is void. b. Feedback. You may voluntarily provide any comments, suggestions, ideas or recommendations (collectively, "Feedback") to Thomson Reuters, and if so, you grant Thomson Reuters a perpetual, irrevocable, transferable, nonexclusive right, without charge, to use any Feedback you provide related to any ofour Property in any ruiner and for any pose. c. Agreement Compliance. We or our professional representatives may review your compliance with the Agreement throughout the term of the Agreement. If the review reveals that you have exceeded the authorized use permitted.by the Agreement, you will pay all unpaid or underpaid charges. d. Governing Law. Unless otherwise stated in the applicable Ordering Document, the Agreement will be governed by the Iaws of the State of New York and each of us hereby irrevocably submits to the exclusive jurisdiction ofthe federal and state courts of the State of New York located in New York County to settle all disputes or claims arising out of or in connection with the Agreement. e. Precedence. The descending order of precedence is: third jaarty license tarns contained in Section 3(d) of these terns; the applicable Ordering Document; and the remaining provisions ofthe Agreerrient. f. Trials. All trials of our Services are subject to the terms of these General Terms and Conditions, unless we notify you otherwise. Access to our Services for trials may only be used for your evaluation purposes. Unless we agree otherwise in writing, any data you enter into the Services, and any customizations made to the Services by or for you, during any free trial may be permanently destroyed at the end of the trial. g. Support Provided. To assist in resolving technical problems with the Services, Thomson Reuters, or its agents on behalf of Thomson Reuters, may provide telephone and/or online access to its helpdesk or may provide self-help tools. Additional information related to the support provided by Thomson Reuters may be described en . ht ://thornsoureuter .co uo rt-and-time or as otherwise provided by Thomson Reuters. h. No Waiver. Ifeither party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy. i. Severability. If any part of the Agreement that is not fundamental is illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. If such modification is not possible, the part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement. j. Consent to Electronic.Communications. You hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. 1. Entire Agreement and Non -Reliance. The Agreement contains the entire understanding between us regarding its subject matter and supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, in each case relating to such subject matter, including without limitation any terms and conditions appearing on a purchase order or other form(s) used by you. Each of us acknowledges that in entering into the Agreement neither ofus have relied on any representations made by the other that are not expressed in the Agreement. g' F.