CCH® Browser Search End User License Agreement

NOTICE: USE OF THIS SOFTWARE IS SUBJECT TO YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD NOT INSTALL THIS SOFTWARE AND YOU SHOULD DELETE ALL COPIES. EXCEPT AS EXPRESSLY AUTHORIZED BY THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS, USE, COPY, DISTRIBUTE OR MODIFY THIS SOFTWARE.

You accept these terms and conditions by clicking "agree" when presented with these terms and conditions, or by installing, accessing, and/or otherwise using this software. In doing so, you acknowledge that you have read, understood and agreed to be bound by these terms and conditions, and you agree to comply with all applicable laws and regulations. For purposes hereof, "you" or "your" shall include yourself, your organization and any entity you represent or on behalf of which you install, access or use this software. These terms of use constitute a legal agreement ("Agreement") between you and CCH Incorporated ("CCH") concerning your use of this software. All references in this Agreement to this software include all updates, upgrades, versions, patches, bug fixes and modifications thereto that may be released by or on behalf of CCH (except to the extent that the foregoing are made available by or on behalf of CCH pursuant to separate or additional terms and conditions).

AUTHORIZATION TO COLLECT AND USE SEARCH QUERIES AND OTHER INFORMATION

Search Queries. This software operates by monitoring the information you send to online search services through your browser or browser tool bars, extensions or add-ons to determine when you perform a search query and the content of your search query. You hereby consent to such monitoring and CCH's collection, maintenance and use of such information in the operation of this software. CCH may also use and maintain this information, in a form that does not personally identify you, in connection with providing and improving its products and services or developing new products or services. If you do not want CCH to collect this information with respect to any browser searches you may run, you may disable collection at any time by setting this software in offline mode by simply clicking the corner checkbox.

Performance Information. In addition, you agree that CCH may collect and maintain diagnostic, technical, usage and related information gathered during the operation of this software, including but not limited to unique system or hardware identifiers, information about your computer, system and browser software, search terms and click-through metrics. CCH may use and maintain this information, in a form that does not personally identify you, in connection with providing and improving the products and services offered by CCH and developing new products and services. If you do not want us to collect this information with respect to any browser searches you may run, you may disable collection at any time by setting this software in offline mode by simply clicking the corner checkbox.

NO ASSOCIATION WITH BROWSERS OR SEARCH ENGINES

This software is independent from the browsers and online search engines with which it operates. The licensors and providers of such browsers and online search engines do not endorse, and are not otherwise affiliated or associated with, this software.

AUTHORIZED USERS ONLY; ONLINE SERVICE TERMS

Authorized Users. You are only permitted to access and use this software if you are, and only for as long as you are, an authorized user of the IntelliConnect product and service offerings ("IntelliConnect Offerings") provided by CCH or one of its affiliates . If you are not an authorized user or cease to be an authorized user of the IntelliConnect Offerings, you must immediately stop accessing and using this software, and you must uninstall this software and delete all copies.

Online Service Terms. This software interacts with, and provides a separate interface to, the online services made available by CCH in connection with the IntelliConnect Offerings and located http://intelliconnect.cch.com/ (the "Online Services"), which are provided pursuant to the terms and conditions located at http://intelliconnect.cch.com/ (as such terms and conditions may be modified or amended pursuant to their terms) (the "Online Service Terms"). All use of the Online Services through this software is governed by and subject to the Online Service Terms. Without limiting the foregoing, all information, content and materials accessed through or provided by this software is deemed to be part of the Online Services and governed by and subject to the Online Service Terms.

No Alteration of Other Agreements. This Agreement applies to your access to and use of this software and does not alter in any way the terms and conditions of any other agreement you may have with CCH for products, software, services or otherwise, unless otherwise directed by CCH. In the event that the terms of this Agreement conflict with the Online Service Terms, the terms of the Online Service Terms will govern and take precedence. Any breach of this Agreement by you shall constitute a breach of the Online Service Terms.

LICENSE AND RESTRICTIONS

License. This software is licensed and is not sold. Subject to the terms and conditions of this Agreement and the Online Service Terms, you are hereby granted a limited, non-exclusive, non-transferable license to install and use this software on one or more Authorized Devices (as defined below) owned or controlled by you, only during the period during which you are an authorized user of the IntelliConnect Offerings (as described above), and only for use in connection with the Online Services, and only for an Authorized Use (as defined in the Online Service Terms). The foregoing license includes the right to make a reasonable number of copies of this software (without modification) as necessary for you to exercise your rights under this license. "Authorized Device" means any computer or computing device (including smart phones) that is operated by one human end user at a time for that user's benefit (and specifically excludes servers and the like).

Restrictions. You agree not to do the following, or to permit or assist others to do the following: (i) rent, lease, sublicense, sell or distribute this software; (ii) use this software for the benefit of others, or permit others to use this software, as part of a services bureau, time-sharing or other similar arrangement; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for or inner workings of, this software; or (iv) modify this software. You further agree not to use, and not to permit or assist others to use, this software in any manner intended to circumvent the Online Service Terms, or to access the IntelliConnect Offerings or Online Services in any manner other than through the interfaces provided and made available to you by CCH for such purpose.

Copyright. This software, and all associated materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof, are copyrighted materials of CCH or its licensors, all rights reserved.

Term and Termination. This Agreement is effective until terminated. This Agreement shall automatically terminate upon expiration or termination of the Online Service Terms. CCH may also terminate this Agreement at any time upon notice to you. Upon expiration or termination of this Agreement for any reason, you shall immediately stop using this software, and uninstall and delete all copies of this software.

NO OBLIGATION TO MAINTAIN OR CONTINUE PROVIDING THIS SOFTWARE

CCH is providing this software to you as an added convenience to the Online Services. CCH has no obligation to maintain or continue providing this software. CCH may modify this software at any time (including, without limitation, to remove features or functionality or to change the manner in which this software operates).

AUTOMATIC UPDATES

CCH may cause this software to be updated automatically, without notice, and without requiring any further action from you.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless CCH, its licensors, and any of their respective officers, directors, employees, subcontractors, agents, successors, assigns, affiliates or subsidiaries, from and against any and all claims, causes of action, lawsuits, proceedings, losses, damages, costs and expenses (including reasonable legal and accounting fees) arising or resulting from (i) your use of this software; or (ii) your violation of this Agreement or the Online Service Terms. CCH reserves the right, at its discretion, to assume or participate, at your and your organization's expense, in the investigation, settlement and defense of any action or claim to which it is entitled to indemnification. No claim shall be settled without CCH's prior written consent unless such settlement includes a complete release of CCH from all liability and does not contain or contemplate any payment by, or injunctive or other equitable relief binding upon, CCH.

WARRANTY DISCLAIMER

THIS SOFTWARE IS PROVIDED "AS IS," "WITH ALL FAULTS" AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. CCH AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THIS SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, MERCHANTABILITY OF COMPUTER PROGRAMS, DATA ACCURACY, SYSTEM INTEGRATION, AND INFORMATIONAL CONTENT.

CCH AND ITS LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE OPERATION OF THIS SOFTWARE, THE USE, VALIDITY, ACCURACY OR RELIABILITY OF, OR THE RESULTS OF THE USE OF THIS SOFTWARE. THIS SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET; YOU ACKNOWLEDGE THAT CCH AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET. CCH DOES NOT WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THIS SOFTWARE, IF ANY, WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. CCH DOES NOT WARRANT THAT THIS SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THIS SOFTWARE WILL BE CORRECTED.

USER RESPONSIBILITY; PROFESSIONAL ADVICE

YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO THE USE OF THIS SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF THE USE OF THIS SOFTWARE. CCH AND ITS LICENSORS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL ADVICE OR SERVICES. IF LEGAL, ACCOUNTING, TAX OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT.

LIMITATION OF LIABILITY

IN NO EVENT WILL CCH AND ITS LICENSORS, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES OR SUBSIDIARIES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, DAMAGES RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION ARISING OUT OF RELATING TO THE USE OR INABILITY TO USE THIS SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

WHILE YOUR USE OF THIS SOFTWARE IS AT YOUR OWN RISK, IF CCH SHOULD HAVE ANY LIABILITY FOR ANY LOSS, HARM OR DAMAGE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THIS SOFTWARE, CCH'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE LESSER OF $1000 OR THE AMOUNT OF FEES PAID TO CCH BY YOU OR YOUR SUBSCRIBING ORGANIZATION DURING THE PRECEDING SIX (6) MONTHS FOR THE APPLICABLE PORTION OF THE ONLINE SERVICES WITH WHICH THIS SOFTWARE WAS USED. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION, CCH AND ITS LICENSORS WOULD NOT PROVIDE THE SOFTWARE.

REVISIONS TO THIS AGREEMENT

CCH may revise this Agreement at any time upon notice to you, which notice may be provided through this software (e.g. through a "pop-up window").

MISCELLANEOUS AND GOVERNMENT RESTRICTED RIGHTS

The provisions in the Online Service Terms under the headings "Miscellaneous" and "Government Restricted Rights" are hereby incorporated, mutatis mutandis, into this Agreement.