Checkpoint® License Agreement

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.

1. Definition of Terms

Data
All of the information stored and contained in this product. Except for the limited license granted to you in this agreement, all product data provided by TPRI-and/or other information suppliers in all languages, formats, and media throughout the world will continue to be the exclusive copyrighted property of TPRI and its various information suppliers.

Program
All of the programs, control information, and related software contained in the product, including those provided by TPRI.

Licensed Information
Any combination of the data and program licensed under this agreement. This may also be used to refer to print products.

2. Fees for Services
Your payment entitles you to access the licensed information and use of the program in accordance with the terms of this agreement. You also are responsible for the payment of all sales, use, or other taxes or charges assessed by any governmental authority in connection with this license. All amounts payable under this agreement shall be made in accordance with TPRI's billing practices. TPRI reserves the right to revise its charges and billing practices at any time without notice.

3. Term of License Agreement
As long as you comply with the terms of this Agreement, TPRI grants you a non-exclusive license to use the product for the purposes described in the product documentation. For on-line or CD-ROM products, your non-exclusive license will begin immediately upon delivery of the product. The term shall continue for an initial period of one (1) year and shall automatically renew thereafter for subsequent terms of one (1) year each, unless and until either party gives the other party notice of the termination.

For print products, delivery shall have occurred when TPRI has delivered possession of the product to a common carrier, f.o.b. TPRI shipping facility. Your order shall automatically renew and future supplements and revised editions will be automatically sent to you as published unless either party gives the other party notice of termination.

As a subscriber, you may receive from time to time continuation of services, additional volumes, loose-leaf pages and/or supplements and volumes of a new series or editions, and new disk versions or updates as published. Your subscription renewals, revised editions and product updates will be based on the price in effect at the time of shipment, plus shipping and handling. You are entitled to have the product information kept current for the period indicated, in accordance with TPRI’s update policies and procedures. These materials are sent on approval and may be returned to TPRI in accordance with its then current returns policies

4. Termination
(a)TPRI may terminate this agreement and your right to receive any further licensed information products if it determines, at any time, that the provisions of this agreement have been violated. If this occurs, TPRI may recover, in addition to any rights and remedies the sum of (i) all unpaid charges outstanding, (ii) the applicable charges through the end of the term of the agreement, and (iii) reasonable attorneys' fees.
(b) You may terminate the service at any time on not less than ninety (90) days prior written notice to Thomson Professional and Regulatory, Inc. d/b/a RIA, 117 East Stevens Avenue, Valhalla, NY 10595-1264.

5. Computer Equipment & Software
You are solely responsible for selecting, purchasing, installing and maintaining the equipment, software and telecommunications needed to access any part of the licensed information. Your failure to do so shall not relieve you of payment obligations to TPRI.

6. Permitted Uses of Licensed Information
You are entitled to access licensed information from TPRI only during the term of this agreement. You may utilize the licensed information for your own internal use only or on behalf of your clients in the normal course of your business.

7. Limitations on Use
(a) You must restrict access to the licensed information to your employees who require access in the performance of their employment duties.
(b) Instructional guides and materials are provided solely to support your authorized use of the licensed information. You may not use, copy, modify, or distribute these materials, or any copy, adaptation, transcription, or portion of them except as expressly authorized by TPRI by separate written agreement.
(c) Licensed information or any part of it may not be used, in any manner, except as expressly permitted under this agreement. You may not reverse engineer, decompile, disassemble, or otherwise duplicate the program or any part of it. You may not sell, assign, disclose, furnish, or redistribute any licensed information to any other person, firm, corporation of entity.
(d) You may not use the software included with the TPRI licensed information with any other database(s), and you may not provide or allow access to the product data other than for the exclusive use of your employees.

8. Multiple User Access
(a) You must purchase a license for each user who will access, search and display the data. Your charges for multiple users are based on the number of users who will display data and on the number of locations.
(b) Persons designated by TPRI must be given access to your equipment at all reasonable times to verify compliance with the terms of this agreement.

9. NEITHER TPRI NOR ANY THIRD PARTY SOFTWARE OR DATA PROVIDER MAKES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY LICENSED INFORMATION PROVIDED, INCLUDING ITS QUALITY, ACCURACY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

TPRI DOES NOT PROVIDE SERVICES AS A PROFESSIONAL EXPERT OR ADVISOR REGARDING YOUR COMPUTER OR YOUR INFORMATION NEEDS. TPRI IS NOT RESPONSIBLE IF YOUR INFORMATION REQUIREMENTS CHANGE, RESULTING IN THE LICENSED INFORMATION BECOMING INCOMPATIBLE WITH YOUR NEEDS.

IN NO EVENT WILL TPRI OR ITS THIRD PARTY SOFTWARE OR DATA PROVIDERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUR OF DELAYS, ERRORS, OMISSIONS, INACCURACIES, OR THE USE OR INABILITY TO USE THE LICENSED INFORMATION OR DOCUMENTATION, OR FOR INTERRUPTION OF THE LICENSED INFORMATION, FROM WHATEVER CAUSE. THIS WILL APPLY EVEN IF TPRI OR ITS THIRD PARTY PROVIDERS HAVE BEEN ADVISED THAT THE POSSIBILITY OF SUCH DAMAGES EXISTS.

SPECIFICALLY, NEITHER TPRI NOR ANY THIRD PARTY PROVIDER IS RESPONSIBLE FOR ANY COSTS, INCLUDING THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF DATA, THE COST OF RECOVERING SUCH PROGRAMS OR DATA, THE COST OF ANY SUBSTITUTE PROGRAM, CLAIMS BY THIRD PARTIES, OR FOR OTHER SIMILAR COSTS. IN NO CASE WILL TPRI'S LIABILITY EXCEED THE AMOUNT OF THE LICENSE FEES PAID.

10. Indemnification
You agree to hold TPRI harmless from and against all claims and damages (including reasonable attorneys' fees) regarding the use of any licensed information, unless the claims or damages are due to TPRI's gross negligence or willful misconduct.

11. Miscellaneous
(a) TPRI retains all rights not expressly granted to you in this agreement. Nothing in this agreement constitutes a waiver of TPRI's rights under the applicable copyright law. This license is non-exclusive. Notwithstanding the provisions outlined in Section 6, in the event that you terminate this agreement during or immediately after a trial period (granted to you by TPRI), you agree to erase all software. TPRI will not be responsible for performance problems due to circumstances beyond its reasonable control.
(b) This agreement, including the information on your order, constitutes the entire contract between you and TPRI. All prior agreements and all oral or collateral representations, agreements, and understandings are superseded by this license agreement.
(c) Except as expressly provided above, this agreement or any part of it cannot be changed, waived, or discharged other than by a statement in writing signed by you and TPRI.
(d) TPRI may assign or transfer its rights in this agreement. You may not sublicense, assign or transfer your interests in this agreement.
(e) Notices under this agreement will be considered to have been given when mailed by first class mail, postage paid, to Thomson Professional and Regulatory, Inc. d/b/a RIA, 117 East Stevens Avenue, Valhalla, NY 10595-1264, and to you at your address as indicated on your order. Such addresses may be changed by notice as stipulated in this agreement.
(f) This agreement shall be governed and construed in accordance with the laws of the State of New York.

12. Government Customers
This licensed information and related documentation are provided to the federal government and its agencies with RESTRICTED RIGHTS. THE USE, DUPLICATION, OR DISCLOSURE BY THE GOVERNMENT IS SUBJECT TO THE RESTRICTIONS SET FORTH IN SUBPARAGRAPH (c)(1)(ii) OF THE RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE CLAUSE AT DFARS 252.227-7013 OR SUBPARAGRAPHS (c)(1) OR (2) OF THE COMMERCIAL COMPUTER SOFTWARE-RESTRICTED RIGHTS AT 48 CFR 52.227-19, AS APPLICABLE.

CONTRACTOR/MANUFACTURER IS THOMSON PROFESSIONAL AND REGULATORY, INC. D/B/A RIA AND/OR PPC, with offices at 395 HUDSON STREET, NEW YORK, NY 10014 USA.

System Requirements

Minimum System Requirements
Hardware:
28.8+ kbps modem, ISDN or direct Ethernet connection
100% IBM compatible computer; Pentium
16 MB (Windows 95/98); 32 MB (WindowsNT)
20 MB hard disk space
Windows compatible mouse
SVGA monitor, 800x600; 256 Colors
Any printer supported by the operating system in use
Software:
Windows 95/98 or Windows NT 4.x
Netscape Navigator or Microsoft Internet Explorer (version 4.x)
Communications:
Java Script must be enabled
System must be set to accept cookies

Recommended Requirements
Pentium II computer or better
Netscape Navigator or Microsoft Internet Explorer (latest full release)
32 MB (Windows 95/98); 64 MB (WindowsNT)
Direct connection to the Internet with a national ISP -- recommended: AT&T, Cable & Wireless (MCI), Sprint