1. Grant of License. The Ohio State Bar Association grants to Licensee, and
Licensee accepts, a non-exclusive, royalty-free, non-transferable license, to
use the CLE publications provided by the Ohio State Bar Association (“CLE
Publications”) and the information in the CLE Publications only for Licensee's
purpose for the period of time from the purchase of an Ohio State Bar
Association CLE program until February 28 of the next calendar year (“License
Term”), subject to Paragraph 13. Licensee must be a member of the Ohio State Bar
Association. Except for the license rights mentioned in this Paragraph, no
right, title or interest in the CLE Publications is granted to Licensee.
Licensee shall not itself, or through any parent, subsidiary, affiliate, agent,
or other third party ("Related Entities") reproduce, distribute, modify,
translate, decompile, disassemble, reverse engineer or transmit in any form or
by any means any part of the CLE Publications, except that Licensee may download
up to one copy of each publication in the CLE Publications for Licensee’s sole
use. Licensee and/or Related Entities shall not sell, lease, license,
sublicense, or market the CLE Publications or any part of the CLE
2. Proprietary Rights. Licensee acknowledges that the CLE Publications
contain copyrighted works that are the exclusive property of the Ohio State Bar
3. Accuracy. Efforts have been made to assure the accuracy of the
information, but the Ohio State Bar Association provides no warranty, expressed
or implied, that any of the information in the CLE Publications is accurate.
4. Copyright Laws. The United States Copyright laws prohibit the
distribution or copying of copyrighted works without proper authorization. The
Ohio State Bar Association will not tolerate any use of the CLE Publications
that in any way violates the United States Copyright laws.
5. Limitation of Liability. Licensee agrees that the Ohio State Bar
Association is not an insurer and shall have no liability arising out of the use
or operation of the CLE Publications and/or any information therein. In no event
shall the Ohio State Bar Association's total liability for any claim arising out
of or under this Agreement, or the use and/or operation of the CLE Publications,
regardless of the cause of action, exceed $250.00.
6. No Consequential Damages. IN NO EVENT SHALL THE OHIO STATE BAR
ASSOCIATION BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS, EVEN IF THE
OHIO STATE BAR ASSOCIATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
7. Indemnity. Licensee agrees to indemnify, defend and hold harmless the
Ohio State Bar Association, its officers, directors, employees, and agents from
any damages, losses, costs or expenses (including the payment of litigation
costs and attorney fees) that arise from Licensee's use and/or operation of the
8. Warranty. Licensee agrees that the CLE Publications are provided as is
and without warranty and that the Ohio State Bar Association makes no
representations regarding the completeness or accuracy of the CLE Publications
or any information provided in the CLE Publications. The Ohio State Bar
Association expressly disclaims all express and implied warranties, including
but not limited to, the warranties of merchantability, fitness for a particular
purpose and non -infringement of third party rights.
9. Access. The Ohio State Bar Association reserves the right to control
and/or limit access to the CLE Publications in its sole discretion. Access may
be denied at any time. For instance, access shall be denied to any individual
who makes use of the CLE Publications for an inappropriate purpose or in
violation of this Agreement.
10. Governing Law. This Agreement shall be governed by the laws of the
State of Ohio without regard to choice of law rules. The United Nations
Convention on the International Sale of Goods shall not apply. Any lawsuits
relating to the CLE Publications or this Agreement shall only be filed in the
courts in Franklin County, Ohio.
11. Export Controls. Licensee agrees and certifies that neither the CLE
Publications, nor any part of the CLE Publications, shall be exported or
re-exported outside the United States.
12. Assignment. This Agreement shall not be assigned by Licensee without
the express written permission of the Ohio State Bar Association.
13. Termination. This License shall terminate if Licensee is no longer a
member of the Ohio State Bar Association and/or the License Term has ended.
However, the Ohio State Bar Association reserves the right to terminate
Licensee's rights to use the CLE Publications at any time. Either Licensor or
Licensee may terminate this Agreement without cause. Upon termination of this
Agreement Licensee shall cease all use of the CLE Publications.