Subscriber Agreement--The ICLE Online Library

1. You are purchasing a subscription to the ICLE Online Library for an initial commitment of one subscription year (12 months) for your firm, subject to section 6 below if you select monthly payment. Your price is based on the total number of lawyers in your firm, and all lawyers in the firm will have access.
2. Copyrighted Publications. The Online Library consists of copyrighted publications. All right, title, and interest (including intellectual property rights) in the Online Library belongs to ICLE or its third-party contributors.
3. Books Included. The Online Library includes all books online at the time of purchase. The Online Library does not include Michigan Real Property Law. It also does not include access to the ICLE Partnership.
4. Your Payment Options. ICLE offers either an annual or monthly payment option.
5. If You Select Annual Payment. Full payment is due at signup and is nonrefundable. No early cancellation for refund is permitted. Each year, you will receive a renewal notice, with a discount for timely renewal. You can change your payment option at renewal.
6. If You Select Monthly Payment.
   1. Initial 12-month commitment. Monthly payment must be by credit card. By selecting monthly payment, you are committing to pay for the following 12 months. If you fail to make any monthly payment, ICLE may require immediate full payment of the remaining months.
   2. "Month by month" after the first 12 months. After the first 12 months, we will continue to charge your credit card for monthly payments until you cancel your subscription. You will not receive a renewal notice. We will notify you if the price or subscription benefits change, and we may periodically require updating of your attorney list or firm information.
   3. How to cancel after 12 months. After the first 12 months, you may cancel your subscription at any time by notifying ICLE in writing with 30 days’ notice. There will be no proration of monthly fees.
   4. Rejoining after Cancellation. If you re-subscribe to the Online Library after cancellation, you are considered a new subscriber. If you select monthly payment, you must commit to an initial 12-month subscription period.
   5. Who cannot select monthly payment. Customers with an outstanding overdue balance with ICLE or who have been repeatedly delinquent in paying outstanding balances (as determined by ICLE) cannot select monthly payment.
7. Number of lawyers in your firm. You represent that the number of lawyers you provide is accurate. This includes lawyers on “of counsel” status with the firm. Upon signup, you must provide ICLE with a complete list of the names and Michigan bar numbers of all lawyers in your firm. You must promptly inform ICLE in writing of any changes in lawyers, number of lawyers, the firm’s legal composition or address.
8. License. In consideration of the license fee, ICLE grants you and the authorized users in your firm a nonexclusive, nontransferable, limited license to access, retrieve and view reasonable, limited portions of the Online Library while your subscription is in force, to view the information retrieved, and to use it only for purposes of your (and other authorized users’) law practice or legal study. This license includes the right to quote and excerpt from the Online Library (appropriately credited) by electronic cutting and pasting or other means in memoranda, briefs and similar work product created in the regular course of legal research and law practice. You may also create printouts of reasonable portions of the Online Library for internal use. Any other sharing, copying, distribution, display, reuse or resale of the material in the Online Library is strictly prohibited. Downloading, electronic copying or electronic transmission of significant portions (as determined by ICLE) of the Online Library is prohibited. However, you may make reasonable use of the downloading function provided with M Civ JI and CJI Online, and the word processed forms offered with the online books, but only in the normal course of law practice.
9. Authorized Users. ICLE will provide a unique user name and password for each lawyer in your firm. This user name and password may be used only by that lawyer and support staff assisting them, and only so long as those individuals are employed by the firm. All users must not disclose, or permit others to disclose, this information to anyone else, and must treat this information with the same level of care as the firm’s confidential business information. You must communicate these obligations to lawyers and support staff and promptly report any known breach to ICLE.
10. By receiving access to the Online Library, all users consent to receiving periodic e-mail notices from ICLE. However, all emails include the right to opt out of receiving further emails.
11. DISCLAIMER. ALL SERVICES AND INFORMATION FURNISHED AS PART OF THE ONLINE LIBRARY ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. ICLE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THESE SERVICES AND INFORMATION DO NOT CONSTITUTE LEGAL ADVICE, AND THEIR USE IS NOT A SUBSTITUTE FOR LAWYERS’ OR THE FIRM’S INDEPENDENT PROFESSIONAL JUDGMENT. ICLE ASSUMES NO RESPONSIBILITY FOR PROVIDING INTERNET ACCESS.
12. ICLE (including ICLE's employees, officers, agents, sponsoring organizations, and contributors), is not liable for any loss, injury, claim, liability or damage resulting from errors or omissions in the Online Library, or any interruption in providing access to the Online Library. ICLE's liability in connection with any other claim shall not exceed the amount of the initial 12-month subscription fee. ICLE shall not be liable for any direct, special, indirect, incidental or consequential damages of any kind arising in connection with the use of the Online Library.
13. Termination; Nonrenewal. ICLE reserves the right to terminate this Agreement immediately if you or any members of your firm materially breach this Agreement, including but not limited to misuse of the Online Library or disclosure of user names and passwords. ICLE reserves the right to change the terms on which it offers the Online Library (or to cease offering it). This agreement (as modified by ICLE and communicated to you) continues to govern usage of the Online Library while your subscription is in force, including any renewal. Your obligations, and those of all members of your firm, under ¶8, and ¶¶11 and 12 survive any termination or non-renewal.
14. This agreement is nontransferable, is the entire agreement of the parties, is governed by Michigan law, and its provisions are severable. ICLE’s failure to enforce any provision does not waive further enforcement rights.