The Partnership Subscriber Agreement

1. You are purchasing a subscription to the ICLE Partnership. Your price is based on the number of lawyers in your firm, the Partnership option (Premium or Basic) you select, and your payment choice. Lawyers must be Michigan Bar members in good standing. 2. Firm lawyers. You represent that the number of lawyers you provide at signup—which includes lawyers "of counsel" to your firm—is accurate. You must promptly inform ICLE in writing of any changes in the firm's lawyers, name, address or disciplinary status. 3. Online Resources. "Online Resources" means resources provided in electronic form as part of the Partnership option you select. 4. Premium Partnership. The Premium Partnership provides access to: a. Online Resources which include continually updated online books (does not include MI Real Property Law); on-demand seminars; free attendance for live-streamed Partnership seminars; the How-to Kit collection; the Formbank; Legal Updates; SCAO forms; Top Tips in Ten Minutes; archived materials from recent Partnership seminars; and MI Law Online. b. Access to the ICLE Online Community as described in section 6. c. Discounts. Discounts on ICLE products and non-Partnership seminars as specified on the ICLE website. 5. Basic Partnership. The Basic Partnership provides access to: a. Online Resources including only on-demand seminars; Legal Updates; MI Law Online; and Top Tips in Ten Minutes. b. Access to the ICLE Online Community as described in section 6. c. The Basic Partnership does not include access to Online Books; the How-To Kit collection (select kits may be included periodically); the Formbank; SCAO forms; free access to live-streamed Partnership seminars; or the full collection of archived seminar materials. d. Discounts. Basic Partners receive the same discounts as Premium Partners plus a discount on live-streamed Partnership seminars. 6. The ICLE Online Community. ICLE Partners who are practicing lawyers have access to the ICLE Online Community, an online forum at the ICLE website. Partners who are Michigan Bar members are automatically listed in the Community but may opt out. Each user must adhere to the Community Code of Conduct (posted in the Community) or ICLE may terminate that user’s Community access with no refund of Partnership fees. Usage of the Community and Community content is governed by the Community Code of Conduct and not by the terms of this Agreement. 7. Annual Payment. 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. 8. Monthly Payment a. Monthly payment must be by credit card. b. Initial 12-month commitment. If you are a new purchaser or switching to monthly payment at renewal, 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, and your liability for that full amount will survive termination of this agreement. c. “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. We will require updating of your attorney list and will adjust your monthly fee if the firm size category changes. d. Canceling after 12 months. After the first 12 months, you may cancel your subscription by notifying ICLE in writing with 30 days’ notice. There is no proration of monthly fees. If you re-subscribe after cancellation, you are considered a new purchaser. If you select monthly payment, you must commit to an initial 12-month subscription period. e. Late payments; customers who cannot select monthly payment. Monthly payments are due on the first of each month for service in that month. Customers with an outstanding overdue balance with ICLE, who have been repeatedly delinquent in paying outstanding balances, or who are repeatedly late making monthly payments (as determined by ICLE in its sole discretion) cannot select monthly payment. 9. Intellectual Property. Resources provided as part of the Partnership, including but not limited to Online Resources, are copyrighted; all right, title, and interest (including intellectual property rights) belong to ICLE or its third-party contributors. 10. License. a. In consideration of the subscription fee, ICLE grants you and the authorized users in your firm a nonexclusive, nontransferable, limited license to access, retrieve, and view the Online Resources provided with your subscription while it is in force and to use them only for purposes of your (and other authorized users’) law practice or legal study . This license includes the right to: (i) print out reasonable portions of the Online Resources for your internal use, (ii) download and adapt selected forms and jury instructions for use in client matters, (iii) quote and excerpt from the other Online Resources (appropriately credited) by electronic or other means in memoranda, briefs, and similar work product created in the regular course of legal research and law practice. Downloading, electronic copying or electronic transmission of significant portions (as determined by ICLE) of the Online Resources is prohibited, except for use of the download function provided with forms and jury instructions in the normal course of activities permitted by this license. ICLE determines reasonable use in its sole discretion. b. Aside from the limited rights described in section 10(a), any other sharing, electronic copying, downloading, distribution, display, republication, transmission, reuse or resale of the Online Resources is strictly prohibited. Subscribers under this Agreement are prohibited from copying, scraping, extracting, downloading, uploading or otherwise using any content, data, or information from the Online Resources for the purpose of training or inputting into any machine learning system, artificial intelligence (AI) tool, large language model (LLM), or other algorithmic system or technology that uses such content to develop or improve automated or generative capabilities. This prohibition applies regardless of whether such use is for commercial or non-commercial purposes . 11. Authorized Users; Monitoring of Usage. ICLE will provide a unique user name and password for each lawyer and the legal assistants in your firm. This user name and password may be used only by that lawyer or legal assistant and only while employed by the firm. All users must not disclose this information to anyone else and must treat this information with the same care as the firm’s confidential business information. You must communicate these obligations to lawyers, legal assistants and support staff and promptly report any known breach to ICLE. ICLE monitors individual usage and may share usage reports with the individual user and/or the firm, or as required by law. 12. Email from ICLE. By receiving access to the Partnership, all users consent to receiving periodic email notices from ICLE. However, all emails (except routine business notices) include the right to opt out of further emails. 13. DISCLAIMER. ALL SERVICES AND INFORMATION, INCLUDING BUT NOT LIMITED TO THE ONLINE RESOURCES, FURNISHED AS PART OF THE ICLE PARTNERSHIP 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. 14. Liability. 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 ICLE Partnership or any interruption in providing access to the Partnership. 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 Partnership. 15. 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 failure to make timely monthly payments, misuse of the Online Resources, or disclosure of user names and passwords. ICLE also may terminate access for any lawyer who has been disbarred or suspended from the practice of law in Michigan. ICLE reserves the right to change the terms on which it offers the Partnership (or to cease offering it). This agreement (as modified by ICLE and communicated to you by ICLE) governs usage of the Partnership while your subscription is in force. Obligations under ¶9, ¶10b, and ¶¶13–14 survive termination, nonrenewal, or cancellation. 16. General. 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. Rev 07/25

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