MCLE OnlinePass™ Subscriber Agreement

Before you subscribe to the MCLE OnlinePass™, please carefully read the terms and conditions of this Subscriber Agreement.

This Agreement is made by the individual or firm subscriber to the MCLE OnlinePass (the "Subscriber") and Massachusetts Continuing Legal Education, Inc. (MCLE).

1. License. In exchange for payment of a non-refundable license fee, MCLE grants to the Subscriber a nonexclusive, nontransferable, limited license (1) to access and retrieve certain online information known as the "MCLE OnlinePass™" for a period of one year, and (2) to store the OnlinePass content that it retrieves on its own computer system and use it only for purposes of conducting (but not marketing) the Subscriber's own law practice or for purposes of legal study. The Subscriber will not remove any copyright notice that appears on the material and will credit the author and copyright holder of the material in an appropriate manner, except that such provisions will not apply to the Subscriber's use of forms or document templates.

2. Subscription Access. MCLE offers access to the OnlinePass via two types of online subscriptions, namely, (1) "Individual Subscription" and (2) "Firm Subscription," which are defined as follows:

• The Individual Subscription is appropriate for a lawyer (hereinafter, the "Individual Subscriber") and his or her support staff, and is activated when the Individual Subscriber purchases a subscription from MCLE for access to the OnlinePass. Upon providing his or her customer and account information online, the Individual Subscriber will create a password. The Individual Subscriber may share the password and user name with his or her support staff, on the condition that such staff works with the Individual Subscriber in his or her office. The Individual Subscriber and those who have access to his or her password and user name have unlimited access to the OnlinePass for the duration of the subscription term. The password and user name may be used on any device, and the non-streaming content included in the OnlinePass may be downloaded to any device the Individual Subscriber or his or her authorized user chooses; however, the Individual Subscriber should be aware that the sharing of the password and user name with a third party gives that third party access to the Individual Subscriber's customer and account information. MCLE specifically prohibits the Individual Subscriber's sharing of passwords or user names with any third party outside the Individual Subscriber's immediate office support staff. It is the Individual Subscriber's responsibility to monitor usage of the subscription and prevent unauthorized use by third parties. MCLE reserves the right to change the password or terminate the subscription in the event of usage inconsistent with this Agreement.
• The Firm Subscription is appropriate for law firms, corporate law departments, and government agencies. It is activated when a librarian, administrator, or other point person (hereinafter, "the Administrator") within the law firm, corporate law department, or government agency (hereinafter, "the Institution") purchases a subscription from MCLE for institutional access to the OnlinePass. Upon providing MCLE with the Institution's customer and account information, the Administrator will receive a password to the OnlinePass and will be able to set up and administer the Institution's account. The term "authorized user" includes the owners and employees of the Institution. Prior to gaining access to the OnlinePass, each authorized user will be required to supply customer information. Authorized users have the ability to access the OnlinePass on an unlimited basis for the duration of the subscription term. The OnlinePass may be used on any device, and the non-streaming content included in the OnlinePass may be downloaded to any device the authorized user chooses. Only the Administrator will have access to the Institution's account or customer information. This prevents unauthorized persons from expanding upon the subscription or extending the subscription term. MCLE specifically prohibits the individual user's sharing of access codes with any third party. It is the Administrator's responsibility to monitor usage of the subscription and to prevent unauthorized use by third parties. MCLE reserves the right to change or terminate the subscriber access code or to terminate the subscription in the event of usage inconsistent with this Agreement.

3. Proprietary Rights. All rights, title, and interest (including copyrights and other intellectual property rights) in the OnlinePass belong to MCLE and/or its third-party contributors, subject to the rights of use set forth in this Agreement. All content is for the individual use of the subscriber or authorized user only. Any other use—including, without limitation, sharing, distribution, retransmission, or sale—is prohibited.

4. Internet Access. The Subscriber (including the Individual Subscriber and the Firm Subscriber) understands that the Subscriber is responsible for obtaining and maintaining internet access, and that MCLE assumes no responsibility for providing such access.

5. Legal Advice Disclaimer and Limited Warranty. The materials on MCLE's Web site have been prepared by MCLE for informational and educational purposes only. They are intended to assist lawyers in connection with their legal services to others, and should not be considered as either providing legal advice or creating an attorney-client relationship with users. MCLE represents and warrants to the Subscriber that the Subscriber may access and use the OnlinePass as provided in this Agreement. Otherwise, all services and information furnished to the Subscriber are provided on an "as is" "as available" basis, and MCLE expressly disclaims all warranties, including warranties of merchantability and fitness for a particular purpose.

IRS CIRCULAR 230 NOTICE: Any U.S. tax advice found to be included in the OnlinePass is not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. tax penalties or for promoting, marketing, or recommending to another party any tax-related matter addressed herein.

MCLE reserves the right to modify the content of the OnlinePass at any time.

6. Limitation of Liability. MCLE (in this paragraph, "MCLE" includes MCLE's employees, trustees, agents, and sponsoring organizations, as well as third-party contributors to the OnlinePass) is not liable for any loss, injury, liability, or damage resulting from errors or omissions in the OnlinePass, any information included or not included in the OnlinePass, or any unavailability of or interruption in providing the OnlinePass. MCLE's liability in connection with any other claim shall not exceed the amount of the Subscriber's yearly, nonrefundable license fee, and MCLE shall not be liable for any special, indirect, incidental, or consequential damages of any kind arising in connection with the OnlinePass.

7. This Agreement will extend for one year from the date it is accepted by the Subscriber. MCLE reserves the right to change the terms on which it offers this product (or to cease offering it) with reasonable notice to the Subscriber. If the Subscriber does not renew the subscription, the Subscriber has a continuing license to use the OnlinePass content previously downloaded only for the purposes described in this Agreement. If the Subscriber does renew the subscription, this Agreement (as modified by MCLE and communicated to the Subscriber before renewal) continues to govern the Subscriber's subscription. Further, MCLE reserves the right to immediately terminate this Agreement if the Subscriber breaches it. Paragraphs 3, 4, 5, 6, and 8 herein will survive any termination of this Agreement.