The Center for Drug Test Information
Subscription Terms and Conditions
MASTER AGREEMENT

Your use of the Center of Drug Test Information Compliance Information (“Center’s) is subject to the terms and conditions set forth herein.

1.0 LIMITED RIGHT TO ACCESS AND USE THE CENTER’S COMPLIANCE INFORMATION.

1.1 General Rights Granted; Restrictions.  You are hereby granted a non-exclusive, non-transferable limited license to access and use the Center’s Compliance Information for your own internal use.  This license includes the right to:
1.1.1    use the Center’s Compliance Information on one single user personal computer; or upon payment of the applicable Multi-User fee, to use the Center’s Compliance Information on a Multi-User Network under your exclusive control;
1.1.2   occasionally transfer the Center’s Compliance Information to a home personal computer of an employee of yours or another personal computer owned or controlled by you at a temporary workplace of yours or occasionally access, by telephone dial-up, the Center’s Compliance Information from either of the above locations, provided that you use the Center’s Compliance Information on only one personal computer at a time.

1.2 Permitted Uses of Materials. You may create a printout or electronic copy of an insubstantial portion of Materials retrieved from the Center’s Compliance Information solely for use in the performance of your legal research, trial preparation and document assembly and incorporate such Materials into your work product, which may then be provided to your client, the courts, opposing counsel and persons acting on their behalf.

1.3 Center’s Compliance Information -- Restrictions on Use. Except as expressly permitted, you may not, nor may you permit others to:
1.3.1  copy any portion of the Center’s Compliance Information; or
1.3.2 provide a third party access to the Center’s Compliance Information, or any portion thereof, without the express written permission of us; or
1.3.3   use the Center’s Compliance Information to develop a database, infobase, or other information resource for internal use, except as provided in Section 1.2; or
1.3.4   create compilations or derivative works of the Center’s Compliance Information; or
1.3.5 allow anyone other than yourself or your employees to use the Center’s Compliance Information, except as provided in Section 1.5; or

1. transport the Center’s Compliance Information outside the United States without first complying with any applicable export regulations.

1.4 Center’s Compliance Information -- Prohibited Uses. You may not, nor may you permit others to:
1.4.1   use the Center’s Compliance Information in any fashion that may infringe any copyright, intellectual property right, or proprietary or property right or interest of us or our Suppliers; or
1.4.2   store in a retrieval system, transfer, publish, distribute, display to others, broadcast, sell, or sublicense the Center’s Compliance Information, or any portion thereof; or

1. use the Center’s Compliance Information to develop a database, infobase, online or similar database service, or other information resource in any media  (print, electronic or otherwise, now existing or developed in the future) for sale to or use by others; or
2. make any portion of the Center’s Compliance Information available through any timesharing system,  service bureau, the Internet, or any other similar technology now existing or developed in the future; or
3. remove or obscure any copyright notice or other notice or terms of use contained in the Center’s Compliance Information; or
4. remove, disable, or defeat any functionality in the Center’s Compliance Information designed to limit or control access to or use of the Center’s Compliance Information; or
5. use, copy or otherwise access any Materials contained in a Center’s Compliance Information for which you have not been licensed and invoiced by us. If for any reason, you access materials which have not been licensed to you, these terms and conditions apply to your use of those Materials and you agree to pay all applicable charges.

1.5 Center’s Compliance Information -- Library Patrons. If you are a public or private library described in 17 U.S.C. 108 (a) (2), you may allow your patrons to access and use the Center’s Compliance Information and create limited printouts of Materials provided that you:
1.5.1   limit use to a single user personal computer under your exclusive control; and
1.5.2   do not permit the Center’s Compliance Information to be borrowed or removed from your premises or to be accessed by telephone dial up, the Internet, or other remote access; and
1.5.3   do not permit patrons to make digital or electronic copies of the Center’s Compliance Information or any portion thereof except as an intermediate step in creating the printouts allowed under Section 1.5.5 below; and
1.5.4   require library patrons who wish to use the Center’s Compliance Information to agree to abide by the terms of Section 1.5.5 below, prior to their use of the Center’s Compliance Information; and
1.5.5   post on or by each personal computer containing or providing access to the Center’s Compliance Information the following notice:

“The Center’s Compliance Information is licensed to the library for limited purposes, and its use is restricted. You, as a patron of the library, may use the Center’s Compliance Information solely in the regular course of your legal research and related work and subject to all the limitations in the library's agreement with the provider of the Center’s Compliance Information. You may not copy, store in a retrieval system, publish, reproduce, transfer, store or distribute the Center’s Compliance Information, or any portion thereof, in any form except to transfer an insubstantial portion of the Materials to create printouts of the Materials solely for use in your legal research. You may not use the Center’s Compliance Information, or any portion thereof, to develop a database, infobase, or other information service for resale or reuse.”

1.5.6 You shall notify us of any unauthorized use of the Center’s Compliance Information by library patrons and shall cooperate fully with us in any resulting legal action.

2.0 OWNERSHIP RIGHTS AND PROTECTION OF INTELLECTUAL PROPERTY.

2.1 Ownership.  The Center’s Compliance Information and any copyrights, trademarks, patents, trade secrets, intellectual property rights and other proprietary rights in and to the Center’s Compliance Information are owned by us, and our Suppliers, and you obtain no right, title or interest therein.

You hereby assign to us all copyrights, intellectual property rights, and any other proprietary or property rights or interests in and to any work created in violation of the Agreement.

2.2 Trade Secrets.  The technology used in the Center for Drug Test Information is a trade secret, and you shall maintain any information learned about that technology as a trade secret and shall not disclose such information or permit such information to be disclosed to any person or entity; however, this sentence shall not restrict you in training your employees in the ordinary use of the Center’s Compliance Information.

You shall not cause or cause others to copy, reverse engineer, decompile, disassemble, derive source code, modify or prepare derivative works of the Center for Drug Test Information.

4.0  LIMITED WARRANTY; DISCLAIMER.

4.1 General Limited Warranty. We represent and warrant to you that we have the right and authority to make the Center’s Compliance Information available to you.

4.2  Remedy for Breach of General Limited Warranty: Defense of Claims. In the event there is a breach of warranty under Section 4.1, we shall, as our sole obligation and your exclusive remedy, defend or, at our option, settle any action or proceeding of any kind or description based upon a third party’s claim of patent, trademark, servicemark, copyright or trade secret infringement, related to use of the Center’s Compliance Information (excluding any decisions or advice made or given as a result of the use of or reliance upon the Materials) provided by us asserted against you by such third party provided:  (i) all use of the Center’s Compliance Information was in accordance with these terms and conditions; (ii) the claim, cause of action, or infringement was not caused by you; (iii) we are given prompt notice of any such claim; and (iv) we have the right to solely control and direct the investigation, defense and settlement of each such claim.  You, at our expense, shall reasonably cooperate with us in connection with the foregoing.  If notified promptly in writing of any claim, demand, or judicial action brought against you based on an allegation that your use of the Center’s Compliance Information constitutes infringement, we will pay the costs, including reasonable attorney fees, associated with resolving such claim and will pay the judgment or settlement amount (if any).

Should the Center’s Compliance Information or the operation thereof become, or in our opinion is likely to become, the subject of a claim of infringement, you shall permit us, at our option and expense, either (i) to procure for you the right to continue using the Center’s Compliance Information, (ii) to replace or modify the same so that it becomes non-infringing; or (iii) terminate your use of the Center’s Compliance Information upon notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed charges.

4.3 Warranty Limitation. We shall have no responsibility to you under this Section 4.0 with respect to:
4.3.1any use of the Center’s Compliance Information in a manner not authorized by the Agreement; or
4.3.2 abuse or modification of the Center’s Compliance Information by you.

4.4 General Disclaimer. Except AS EXPRESSLY STATED IN sECTIONS 4.1 AND 4.3 ABOVE, WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CAPABILITY OF THE CENTER’S COMPLIANCE INFORMATION OR THE ACCURACY OR THE COMPLETENESS OF THE MATERIALS.

THE CENTER’S COMPLIANCE INFORMATION AND MATERIALS ARE FURNISHED ON AN "AS IS", AS AVAILABLE BASIS.  ALL WARRANTIES OF ANY TYPE NOT EXPRESSLY STATED IN THE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.

1. REMEDY AND LIABILITY LIMITATIONS.

5.1  CONSEQUENTIAL DAMAGES DISCLAIMER.  UNDER NO CIRCUMSTANCES WILL WE OR ANY RELATED PARTY OR SUPPLIER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR FOR LOSS OF PROFITS, REVENUE, OR DATA; WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

5.2 LIABILITY DISCLAIMER.  Neither we nor any Related Party or Supplier shall be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:  (a) any errors in or omissions from the Center’s Compliance Information or any Materials available or not included therein, (b) the unavailability or interruption of the Center’s Compliance Information, (c) your use of the Center’s Compliance Information (regardless of whether you received assistance from our employees or agents in using the Center’s Compliance Information), (d) your use of any equipment in connection with the Center’s Compliance Information, or (e) the content of any Materials.

5.3 LIABILITY AND REMEDY LIMITATION.  The aggregate liability of us and all Related Parties and Suppliers for any claim arising out of or in connection with these terms and conditions or the use of the Center’s Compliance Information or Materials shall be as follows:

5.3.1  for a breach of warranty claim under Section 4.1, the remedy set forth in Section 4.2;
5.3.2  for a breach of warranty claim under Section 4.3, the remedy set forth in Section 4.4;
5.3.3  for any claims for which a remedy is not specified, the amount of fees paid by you for the Center’s Compliance Information that is the subject of the claim during the 12 month period immediately preceding the date the cause of action arose; and,
5.3.4  if (a) a limited remedy fails of its essential purpose or is otherwise found to be unenforceable or, (b) any disclaimer of warranty or liability or limitation of liability is found to be unenforceable, the amount of fees paid by you for the Center’s Compliance Information that is the subject of the claim during the 12 month  period immediately preceding the date the cause of action arose. 

Your right to the specified remedy or, if applicable, monetary damages as set forth in this Section 5.3 is in lieu of all other remedies which you may have against us, any Related Party, or Supplier.

6.0 CHANGES TO THE AGREEMENT.  From time to time and immediately upon notice to you, we may amend the then existing terms and conditions of the Agreement.  Changes to charges and payment terms may be made only upon 30 days’ prior written notice to you.  The Agreement may be immediately terminated by you upon notice to us if any such change is unacceptable to you. Your continued use of the Center’s Compliance Information following notice to you of a change shall constitute your acceptance of the respective change.

7.0  COPYRIGHT.  Notwithstanding any copyright notices to the contrary, no copyright is claimed in the text of statutes, regulations, or court opinions quoted or reproduced in the Materials.

8.0 PROFESSIONAL RESPONSIBILITY.  The Center’s Compliance Information is not intended to be a substitute for the exercise of your professional judgment.

9.0  MISCELLANEOUS.

9.1  Term; Termination.  We may suspend or discontinue providing the Center’s Compliance Information to you without notice and pursue any other remedy legally available to us if we have reason to believe that you have failed to comply with any of your obligations under the Agreement. Except as otherwise provided in the Agreement, you shall not be entitled to a refund of any fee paid or any credit on amounts invoiced.

9.2  Obligations Upon Termination. Upon the termination, cancellation or expiration of the Agreement for any reason and by either party, you agree to cease all use of the Center’s Compliance Information.

9.3 Limitation on Actions. You may not assert any claim or course of action against us arising out of or in connection with your use of the Center’s Compliance Information more than one year after the date the claim or cause of action arose.

9.4  Notices.  All notices and other communications under the Agreement shall be in writing. Notices shall be deemed given on the date deposited in the U.S. mail, if mailed; or on the date received, if delivered in any other manner. Notices to us shall be sent to:  the Center for Drug Test Information, 238 E. Blitheale Ave., Mill Valley 94941.

9.5   Assignment. You are prohibited from assigning your rights or delegating your duties without prior written consent from us.

9.6  Failure to Enforce. The failure of either party to enforce any provision of these terms and conditions shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

9.7 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of California as they apply to contracts made and solely performed therein.

9.8 Force Majeure. We shall not be liable or be deemed to be in default for any delay or failure in performance or interruption of Center’s Compliance Information resulting directly or indirectly from any cause beyond our reasonable control.

9.9 Facsimiles. If you submit a document by facsimile or other means which transmits your facsimile signature, we may treat the facsimile signature as an original of your signature.

9.10 Survival of Sections.  Sections 1.0, 2.0, 4.0, 5.0, 9.2, 9.3 and 9.7 shall survive termination or expiration of the Agreement.

9.11 Headings. The headings of sections in the Agreement are for convenient reference only, and in no way affect the terms and conditions herein.

10.0  DEFINITIONS.

10.1 "Agreement" - this Master Agreement together with the Agreement and Order Form.

10.2 "CD-ROM" - the compact disc or floppy disc or other similar distributed media technology now existing or developed in the future on which we furnish the Center’s Compliance Information.

10.3 "Center’s Compliance Information” - the Licensed Program, Materials, DVDs, updates, online access to updated materials and on-line training, and related documentation, whether in print or electronic form.

10.4 “Center for Drug Test Information “  a limited liability corporation in the state of California.
10.5 "Licensed Program" - the computer programs, software, DVD, online training Learning Management System, control information and related software that provide access to the Materials.

10.6 "Materials” - the information contained in the Center’s Compliance Information, online training, and DVD based training.. 

10.7 "Multi-User Network" - a computer system and network upon which multiple users.

10.8    "Our" - belonging to the Center for Drug Test Information.

10.9 "Related Party" - any officer, director, employee, subcontractor, agent, successor  of the Center for Drug Test Information, or any company affiliated with the applicable Lexis Company.

10.10 "Subscription" - the right and license to use the Center’s Compliance Information according to these terms and conditions.

10.11 "Supplier" - a third party supplier of Materials or Licensed Program(s).

10.12 "Us" or "We” - the applicable Center for Drug Test Information Corporation.

10.13 "You" or “Your” - the person or entity indicated on the signature page of the Agreement and Order Form or any other person or entity that accesses or uses the Center’s Compliance Information.