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 Publications.
2. Proprietary Rights. Licensee acknowledges that the CLE Publications contain copyrighted works that are the exclusive property of the Ohio State Bar Association.
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 DAMAGES.
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 CLE Publications.
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.