CD-ROM LICENCE AGREEMENT
Thomson Reuters Canada, a division of Thomson Reuters Canada Limited

The following contains the licence terms, conditions and agreements between Thomson Reuters Canada and the Licensee, pertaining to the Electronic Product referred to in the Order Form issued by Thomson Reuters Canada.  Please note that differing licence terms apply to the Evaluation Period and after Acceptance.  

THIS IS A LICENCE TO USE THE PRODUCT, NOT A SALE.  THE INSTALLATION OF THIS PRODUCT CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS WHICH APPLY TO THE EVALUATION PERIOD.  ACCEPTANCE AS DEFINED HEREIN CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS APPLICABLE AFTER ACCEPTANCE.

Please note that the product may be incapable of being used after the date specified on the Disc.

Should you elect not to use the product beyond the Evaluation Period, you must return the package and all of its contents to Thomson Reuters Canada within 30 days of the shipping date shown on the Invoice, for a refund or credit. Call our Customer Relations department for return instructions at 1-800-387-5164 (toll-free from anywhere in Canada or the United States) or 1-416-609-3800.

TERMS AND CONDITIONS OF USE

1.  Definitions: 
	"Acceptance" has the meaning set out in Section 2(d);

	"Agreement" means this licence agreement, the Order Form and the Invoice;

	"Authorized User" means: (i) if the Licensee is an individual, the Licensee, or (ii) if the Licensee is a corporation, partnership, company or other entity, any partner, director, officer or employee of the Licensee, any director, officer, or employee of a Subsidiary, and any individual providing to the Licensee or a Subsidiary services similar to those of an employee on a contractual basis, whose ordinary location of work in conjunction with the Licensee or Subsidiary is at the Site, (iii) if the Licensee is an entity, organization, co-operative or educational institution, which maintains a library, any member in good standing of the entity, organization, co-operative or institution including, without limitation, students and members of the faculty of an educational institution;

	"Thomson Reuters Canada Electronic Product" means the Thomson Reuters Canada electronic product identified in the Order Form;

	"Data" means any or all of the information stored on the Discs other than the Programs, including, where applicable, case digests;

	"Designated Hardware" means: (i) any server or free-standing computer located at the Site and which is not capable of being operated other than through input devices each of which is directly connected to the server or free-standing computer and is located at the Site or, if the input device is not located at the Site, access through which is restricted by password to Authorized Users, and (ii) any portable computer access to which is restricted by password to an Authorized User;

	"Discs" means all of the CD-ROMs included with Thomson Reuters Canada Electronic Product;

	"Document Delivery Service" means the service of making a copy of a work and supplying the copy to any person or entity, whether or not established or conducted for-profit, in consideration for the payment of an amount that exceeds the cost of making and supplying the copy exclusive of any cost or contribution attributable to the general expenses of the maker of the copy;

	"Documentation" means any and all information provided to the Licensee by the Licensor describing the Programs and Data, their operation and matters related to their use in written material, on magnetic media or communicated by electronic means;

	"Evaluation Period" means the period commencing with the opening of the shrink wrap package and ending on the earliest of the following events: (i) 30 days of the shipping date shown on the Invoice; (ii) the first commercial use of the Data; and (iii) the payment in full by the Licensee of the licence fee stated in the Order Form;

	"Nextpage, Inc." means Nextpage, Inc. Corporation of Provo, Utah;

	"Invoice" means the invoice issued by the Licensor to the Licensee pertaining to the Thomson Reuters Canada Electronic Product.

	"Judicial proceedings" include proceedings before any court, tribunal or person having authority to decide any matter affecting a person's legal rights or liabilities;

	"Licensee" means the individual, corporation, partnership, company or other entity whose name appears on the Order Form;

	"Licensor" or "Thomson Reuters Canada" means Thomson Reuters Canada, a division of Thomson Reuters Canada Limited, a corporation incorporated pursuant to the laws of Ontario;

	"Order Form" means the CD-Rom Licence order form, Invoice, or order confirmation issued by Licensor to the Licensee confirming the order pertaining to the Thomson Reuters Canada Electronic Product and identifying the number of Authorized Users;

	“Programs" means all of the computer software programs, control information and related software on the Discs, including but not limited to those provided by Nextpage, Inc. and by the Licensor;

	"Site" means the shipping location business premises set out in the Order Form;

	"Subsidiary" means any corporation all of the shares of which are owned by the Licensee.

2.  Licence to Customer:
	In consideration of the payment made or to be made by the Licensee in the amount designated in the Order Form and the covenant of the Licensee to evaluate the Electronic Product: 
a)	The Licensor hereby grants to the Licensee a non-exclusive and non-assignable (except as permitted in Section 11) license to do any of the following:
i)	copy the Programs and Data onto the memory storage facility of any Designated Hardware, or load one copy of the Programs and Data into the random access memory of the central processing units of any Designated Hardware; and
ii)	Subject to Section 2(d), permit Authorized Users to carry out the activities authorized in Section 2(e)

b)	The Licensee shall ensure that access to the Programs and Data is always restricted to a person who is an Authorized User and that such access is solely for the purpose of researching matters that are part of the Licensee's business.

c)	The Licensee shall not copy (except as permitted by Section 2(a)), modify, alter, disassemble, decompile, translate or convert into human readable form, or reverse engineer, all or any part of the Programs and shall not use the Programs, Data, or Documentation to develop any derivative works, any functionally compatible or competitive software, or a directory or database or any part thereof prepared for commercial sale.  The Licensee shall not copy or reproduce all or any part of the Documentation.

d)	Notwithstanding any other provisions of this Agreement, during the Evaluation Period, Section 2(e)(iv) and Section 2(e)(v) shall not apply and the Licensee will not, in conjunction with the activities permitted by Section 2(e)(i) to (iii) make any commercial use of the Data. The Licensee shall be deemed to have accepted the Thomson Reuters Canada Electronic Product (herein defined as "Acceptance") if it makes commercial use of the Data or fails to return the package and all of its contents to Thomson Reuters Canada within 30 days of the shipping date shown on the Invoice.

e)	An Authorized User may:
i)	print and make photocopies (and distribute such copies to any Authorized User) of the results of searches or portions of Data which result from a search for use in connection with analyses, opinions and reports developed by an Authorized User;
ii)	copy only those portions of Data which result from a search to a PC file for access by an Authorized User in accordance with the limited licence provided for in this Agreement;
iii)	convert and incorporate a PC file containing Data into the Licensee's word processing system in conjunction with the research permitted to be performed in accordance with this Agreement;
iv)	make a copy of those portions of Data which result from a search to give to a judge or other presiding officer or to other parties in making legal submissions in judicial proceedings and may further authorize a judge or other presiding officer to produce any portions of this Data in judicial proceedings;
v)	further authorize anyone to reproduce those portions of Data which result from a search for the purposes of parliamentary proceedings.

f)	For greater certainty, neither the Licensee nor any Authorized User may:
i)	offer, for a fee or free of charge, services consisting of searching the Data for or for the benefit of any person other than an Authorized User or the Licensee except in conjunction with the provision of legal or educational services customarily offered by the Licensee to its customers; 
ii)	reproduce, publish, sell, lease, rent, license, sub-license, transfer, market, distribute, redistribute or otherwise part with the Programs, Data or Documentation or any copies of the foregoing, in any manner or in any form not expressly permitted by this Agreement; 
iii)	use all or any part of the Programs or Data in a Document Delivery Service, commercial time sharing, rental network, computer service or service bureau business or interactive cable television arrangement, except to the extent that such uses are made for the internal business operations of the Licensee;
iv)	use the Nextpage, Inc. Program with any database(s) other than those contained on the Discs; or 
v)	copy the Data onto any other medium, except as expressly permitted by this Agreement.

g)	The licence granted to the Licensee pursuant to this Section shall extend to any updates or new releases of the Programs and Data delivered by the Licensor to the Licensee and shall concurrently terminate with respect to all other versions of the Programs and Data provided that the Licensor so designates at the time of the delivery.

3. Confirmation of Authorized Users:
The Licensee confirms to the Licensor that as at the date of the Order Form, where applicable, the Order Form contains the correct number of Authorized Users at the Site, and the Licensee agrees to advise Licensor in future if there is any change in the number of Authorized Users from  the number of Authorized Users as of the date of the Order Form.

4. Title to the Licensor's Programs and Data:
The Licensee acknowledges that its rights and the Authorized Users’ rights pursuant to this Agreement do not extend beyond the licence granted pursuant to Section 2 and that it will not acquire any intellectual property rights including patent, copyright or rights to trade secrets in the Programs, Data and Documentation.  The Licensee agrees that it will not, at any time during or after the termination of this Agreement, contest or challenge the ownership of, or interest in the intellectual property rights of the Licensor, Nextpage, Inc. or third party supplier of data in the Programs, Data, or Documentation.  Title to the Discs delivered to the Licensee shall remain with the Licensor.

5. Confidentiality Obligations of the Licensee:
The Licensee will hold the Discs, the Program, the Data, the Documentation and related material in strict confidence and agrees that none of these materials will be used except by the Licensee and the Authorized Users in accordance with this Agreement.  The Licensee will notify each Authorized User that any disclosure of this material to that person will be in confidence. The Licensee will, in addition, take all reasonable precautions to prevent disclosure of the material to other parties.

6. Term, Renewal and Termination: 
a)	The term of this Agreement is one year from the shipping date set out in the Invoice, unless earlier terminated pursuant to this Section.  This Agreement may be renewed for successive one-year periods.  The Licensor will invoice the Licensee for each renewal term.  Upon receipt of a renewal invoice, the Licensee will notify the Licensor of any change in the number of Authorized Users at the Site(s).  The Licensee may terminate this Agreement by notifying the Licensor that it does not wish to renew the Agreement.

b)	The Licensor may immediately terminate this Agreement by notice in writing to the Licensee if any of the following occur: 
i)	the Licensee fails to make payment of the amount set out in the Order Form within five business days after Acceptance; 
ii)	the Licensee's access to or use of the Programs or Data exceeds the scope of the licence conferred by Section 2;
iii)	the Licensee breaches any term of this Agreement;
iv)	the Licensee makes any attempt to assign, sub-license, or otherwise transfer any of its rights under this Agreement other than as permitted by Section 11; or 
v)	the Licensee or any of its affiliates commences or carries on a business which includes the licensing of computer systems, software or databases, whether or not developed by it, which are capable of use for research purposes in the fields of law or education.   For the purposes of this section, an affiliate is, with respect to any entity, any person or other entity which directly or indirectly controls or is controlled by or is under direct or indirect common control with such first mentioned entity or any entity which is directly or indirectly controlled by an entity which controls the first mentioned entity.

c)	Upon the termination of this Licence Agreement:
i)	the provisions of Sections 4, 5 and 9 will continue to apply between the Licensor and the Licensee following the termination;
ii)	the Licensee's rights under Section 2 shall immediately cease; and
iii)	the Licensee shall:
a)	return Discs and related Documentation; and
b)	erase any copy of the Programs and Data copied onto any computer for installation purposes.
iv)	Termination of this Agreement shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall such obligation to pay fees accrued prior to the termination.

7. Updates and New Releases:
Should the Licensor decide to make updates of the Programs or Data available, the Licensee will receive such updates during the term of this Agreement. The Licensee shall not be entitled to receive at any time any new release of the Programs and Data unless the applicable licence fee specified by the Licensor for such new release is paid by the Licensee.

8. Use Limited to Current Version:
If the Licensee receives from the Licensor an update or new release of the Programs and Data, the Licensee shall immediately cease using all previous versions of the Programs and Data and shall erase or destroy all copies of all such previous versions from any Designated Hardware.  The Licensor may request the Licensee to return to the Licensor all previous versions of the Programs and Data and certify to the Licensor that all back-up copies of such previous versions have been erased or destroyed in order for the Licensee to receive an update or new release of the Programs and Data. AS A SAFEGUARD AGAINST UNAUTHORIZED USE OF PREVIOUS VERSIONS OF THE PROGRAMS AND DATA, A DISC MAY BE INCAPABLE OF BEING USED AFTER THE DATE SPECIFIED ON THE DISC.  The replacement Disc may not necessarily be an update or new release of the Programs and Data.

9. Limited Warranties and Limitation of Liability:
a)	THE LICENSOR DISCLAIMS ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROGRAMS, DATA AND DOCUMENTATION.  THE LICENSOR AND NEXTPAGE INC.. DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAMS AND DATA WILL MEET THE LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAMS AND DATA WILL BE UNINTERRUPTED OR ERROR FREE.

b)	NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW TO THE CONTRARY, SUBJECT TO SECTION 9(C), THE LICENSOR'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY SCHEDULES ATTACHED HERETO, WHETHER DIRECTLY OR INDIRECTLY, INCLUDING, WITHOUT LIMITATION, FROM OR IN CONNECTION WITH THE LICENCE, USE OR IMPROPER FUNCTIONING OF THE PROGRAM OR DATA SHALL NOT EXCEED THE LICENCE FEE PAID BY THE LICENSEE PURSUANT TO THIS AGREEMENT.

c)	THE LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF THE LICENSEE OR OF ANY THIRD PARTY CLAIMED AGAINST THE LICENSEE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, OR FAILURE TO REALIZE EXPECTED SAVINGS, HOWEVER DERIVED.

d)	THE LICENSEE AGREES THAT IT IS RESPONSIBLE FOR DETERMINING THAT ALL INFORMATION PROVIDED BY THE LICENSOR TO IT IS SUFFICIENTLY ACCURATE FOR ITS PURPOSES.  THE LICENSOR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE INFORMATION, INCLUDING, BUT NOT LIMITED TO, ITS IDENTICALNESS TO THE ORIGINAL MANUSCRIPT OR PUBLICATION FROM WHICH THE DATA WAS OBTAINED, CORRECTNESS, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO THE MEDIA ON WHICH THE INFORMATION IS PROVIDED AND THE LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY THE LICENSOR'S NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE INFORMATION.

e)	THIS SECTION 9 APPLIES REGARDLESS OF THE BASIS ON WHICH THE LICENSEE IS ENTITLED TO CLAIM, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT OR TORT, EVEN IF THE DAMAGES ARE CAUSED BY BREACH OF CONTRACT (INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH), CONTRACTUAL FAULT OR BY THE NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION OR OTHER FAULT OF THE LICENSOR, AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES.

10. Indemnity:
The Licensee will indemnify the Licensor and hold the Licensor harmless for and against any and all claims which a third party may assert against the Licensor by reason of or as a consequence of the Licensee's use of the programs and/or the data and/or the documentation.

11. Assignment:
a)	The Licensee  may not assign, sub-license, or otherwise transfer or encumber this Agreement, or any of the  Licensee’s  rights or obligations under this Agreement, to any person except with the prior written consent of Thomson Reuters Canada.
b)	Thomson Reuters Canada may assign or transfer this Agreement and/or any rights or obligations hereunder to any affiliate of Thomson Reuters Canada’s, and Thomson Reuters Canada or such affiliate-assignee may assign or transfer this Agreement and/or any rights or obligations hereunder to any third-party successor to all or substantially all of the business or assets of Thomson Reuters Canada, in each case without the prior consent of the Licensee.

12. Entire Agreement:
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made by any party hereto or its directors, officers, employees or agents to any other party hereto or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement. Accordingly, there shall be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent aforesaid.

13. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario and the law of Canada applicable therein.

14. Language:
At the request of the parties, the official language of this Agreement and all communications and documents relating hereto is the English language, and the English-language version shall govern all interpretation of the Agreement. À la demande des parties, la langue officielle de la présente convention ainsi que toutes communications et tous documents s’y rapportant est la langue anglaise, et la version anglaise est celle qui régit toute interprétation de la présente convention.

March 2017