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Sunday, July 06, 2008
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IICLE accepts subscriptions to IICLE SmartBooks® only with the understanding that Users have read, understood, and agreed to the terms of this User Agreement.

IICLE SMARTBOOKS® USER AGREEMENT®
AGREEMENT entered into between User and Illinois Institute for Continuing Legal Education (IICLE) regarding IICLE SmartBooks®, its computer-assisted Illinois law practice research and download service for the online version of its handbooks, course materials, and other publications, as follows:

  1. LICENSE

    1. Grant. User is granted a nonexclusive, non-transferable, limited license to access IICLE SmartBooks®. IICLE SmartBooks® consists of various IICLE-owned databases, services, functions, and remotely accessed gateways (collectively "Features") that may change from time to time. Access to certain Features may be restricted. User is licensed to use data made available within the Features ("Data," which includes "Downloaded Data" as defined below, as well as printed versions of the Data) solely in the regular course of legal and other research and related work. Certain Features are licensed subject to paragraph 2 or subject to "Additional Terms" (as defined below); all of which take precedence over the license granted in this paragraph. Except as otherwise provided with respect to certain Data, this license includes the right to download and temporarily store de minimis portions of Data ("Downloaded Data") to a storage device under User's exclusive control solely (i) to display internally such Downloaded Data and (ii) to quote and excerpt from such Downloaded Data (appropriately cited and credited) by electronic cutting and pasting or other means in memoranda, briefs and similar work product created by User in the regular course of its research and work. User may also create printouts of Data for internal use.

    2. Limitations. User may not copy, download, store, publish, transmit, transfer, sell, or otherwise use the Data, or any portion of the Data, in any form or by any means, except (i) as expressly permitted by this Agreement, (ii) with IICLE's prior written permission, or (iii) if not expressly prohibited by this Agreement or by the "Additional Terms", as allowed under the fair use provision of the Copyright Act (17 U.S.C. §107). Downloaded Data shall not be stored or used in an archival database or other searchable database. User shall not sell, license, or distribute Data (including printouts and Downloaded Data) to third parties or use Data as a component of or as a basis for any material offered for sale, license, or distribution except for inclusion in legal work product.

    3. Rights in Data. Except for the license granted in this Agreement, all rights, title and interest in Data, in all languages, formats, and media throughout the world, including all copyrights, are and will continue to be the exclusive property of IICLE and other contributors ("Contributors").

    4. Additional Terms and Conditions. Certain Features may be governed by terms and conditions, including charges, which are different from those set forth in this Agreement ("Additional Terms"). User will be given an opportunity to review Additional Terms by receiving notice of such Additional Terms in writing or online or by such other means as IICLE may determine. Additional Terms may be modified effective upon IICLE's giving User notice (in writing, online, or otherwise) of the modification. By using Features governed by Additional Terms, User agrees to, and will be obligated to comply with, all such Additional Terms as well as the terms and conditions in this Agreement. All Additional Terms will be considered part of this Agreement. User acknowledges that he/she shall also be bound by the IICLE.COM WEB SITE TERMS AND CONDITIONS in conjunction with the IICLE.COM PRIVACY POLICY.

  2. IICLE-PROPRIETARY DATA

    Direct transmission of electronic copies by User is prohibited. However, IICLE grants a non-exclusive, non-transferable, limited license to individual SmartBooks® users within User entities to store and use IICLE-proprietary Downloaded Data in a searchable database maintained in connection with an ongoing project of the User ("Project Database"). Such database must consist predominantly of User's work product with access limited to those members of User's staff actively working on the project. The IICLE-proprietary Downloaded Data may be maintained in the Project Database so long as the project remains active or until any termination of the User Agreement, whichever occurs first. Retention of Downloaded Data in a Project Database after the project is no longer current, in an archival database used as a research tool or in a database accessible to external users is prohibited.

  3. CHARGES AND MODIFICATION OF CHARGES

    Charges payable by User for access to IICLE SmartBooks® ("IICLE Charges") will commence on the date User first accesses SmartBooks® or any Feature or thirty (30) days after the effective date of this Agreement, whichever occurs first. IICLE Charges will be those applicable to User, as described in the Pricing Matrix for Subscriptions, or as otherwise agreed upon in writing by the parties. Quarterly Payment Option accounts are bound by the additional terms accepted when the option is selected by the subscriber. Charges are exclusive of sales and other taxes, which are the responsibility of User. User agrees to pay all invoices in full within thirty (30) days of receipt. If full payment is not made, User may be charged up to the maximum legal interest on any unpaid balance.

    For Users other than solo practitioners and Libraries, defined in the Pricing Matrix, it is the responsibility of the User to accurately report its number of lawyers based in Illinois on the day of subscribing and to select the appropriate rate from the Pricing Matrix. User does not need to change its subscription based on changes in the number of lawyers during the subscription year, but it must make any necessary adjustment based on the number of lawyers based in Illinois at the beginning of each subsequent year of subscription.

  4. IICLE SOFTWARE AND THE IICLE.COM WEB SITE

    IICLE SmartBooks®. IICLE grants User a nonexclusive, non-transferable, limited license to use IICLE SmartBooks® through the IICLE.com Web site (the "Web site"). User may not reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of IICLE SmartBooks®, the Web site nor may User reproduce all or any portion of the components of IICLE SmartBooks® or the Web site. User shall not knowingly use any software or programs including viruses or other disruptive features, to gain access to Data or to otherwise cause error or delays in the Web site or the servers on which it is located. User may use IICLE Data cached in User's local disk drive solely in support of its use of the Web site. Certain software used by User may not be capable of supporting the Web site. The performance of the Web site varies with the computers, telecommunications, and other equipment with which it is used.

  5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

    EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ANY SCHEDULE OR LICENSE AGREEMENT, IICLE SMARTBOOKS®, FEATURES, DATA, SOFTWARE AND THE WEB SITE (TOGETHER THE "IICLE MATERIALS") ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IICLE ALSO DISCLAIMS ANY WARRANTY THAT THE IICLE MATERIALS ARE ACCURATE, COMPLETE, CURRENT, AND CONTAIN NO OMISSIONS. IICLE DOES NOT WARRANT THAT ANY OF THE IICLE MATERIALS WILL BE AVAILABLE AT ALL TIMES, OR WITHOUT DELAYS OR INTERRUPTIONS. USER'S EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF IICLE, ITS AFFILIATES AND/OR CONTRIBUTOR'S ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO THE IICLE MATERIALS THAT ARE MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF CHARGES PAID BY USER TO IICLE RELATIVE TO THE SPECIFIC FEATURE (i.e., DATABASE, SERVICE, FUNCTION OR GATEWAY), THE SOFTWARE OR THE WEB SITE, AS APPLICABLE, THAT IS THE BASIS OF THE CLAIM(S) DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL IICLE, ITS AFFILIATES AND/OR CONTRIBUTORS BE LIABLE TO USER FOR ANY CLAIM(S) RELATING IN ANY WAY TO (i) USER'S INABILITY OR FAILURE TO PERFORM LEGAL OR OTHER RESEARCH OR RELATED WORK OR TO PERFORM SUCH LEGAL OR OTHER RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY IICLE, ITS AFFILIATES OR CONTRIBUTORS, OR ANY DECISION MADE OR ACTION TAKEN BY USER IN RELIANCE UPON IICLE DATA; (ii) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO USER'S RIGHTS UNDER THIS AGREEMENT OR USE OF, OR INABILITY TO USE THE IICLE MATERIALS, EVEN IF IICLE, ITS AFFILIATES AND/OR CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (iii) THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING, OR DELIVERING IICLE DATA. IICLE SHALL HAVE NO LIABILITY WHATSOEVER TO USER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY THIRD-PARTY-FEATURE. NEITHER IICLE NOR CONTRIBUTORS MAKE ANY WARRANTY THAT ACCESS TO IICLE SMARTBOOKS® WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE. NOR DOES IICLE MAKE ANY WARRANTY AS TO THE LIFE OF ANY URL THAT IS LINKED FROM THE WEB SITE. USER ACKNOWLEDGES THAT PROVISION OF IICLE SMARTBOOKS® ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF IICLE DATA OR DAMAGE TO MEDIA. USER'S USE OF SMARTBOOKS® AND ALL RELATED MATERIALS IS AT USER'S OWN RISK.

  6. PROFESSIONAL SERVICES DISCLAIMER

    1. OUR WEB SITE IICLE PRESENTS THE INFORMATION ON THIS WEB SITE AS A SERVICE TO OUR USERS. WHILE THE INFORMATION ON THIS SITE IS ABOUT LEGAL ISSUES, IT IS NOT LEGAL ADVICE. MOREOVER, DUE TO THE RAPIDLY CHANGING NATURE OF THE LAW AND OUR RELIANCE ON INFORMATION PROVIDED BY OUTSIDE SOURCES, WE MAKE NO WARRANTY OR GUARANTEE CONCERNING THE ACCURACY OR RELIABILITY OF THE CONTENT AT THIS SITE OR AT OTHER SITES TO WHICH WE LINK.

    2. OUR PRODUCTS IICLE PRODUCTS ARE DESIGNED FOR PRACTICING LAWYERS. WHILE IICLE EDITORIAL STAFF EDITS AND CITE-CHECKS BOOKS (BUT NOT MATERIALS USED FOR COURSES), IICLE AND ITS BOARD OF DIRECTORS MAKE NO WARRANTIES AS TO THE ACCURACY OF THE INFORMATION CONTAINED IN THOSE PRODUCTS, OR THEIR APPLICABILITY TO A PARTICULAR CLIENT SITUATION. USING THESE PRODUCTS IS NOT A SUBSTITUTE FOR THE LAWYER'S ORIGINAL LEGAL RESEARCH, ANALYSIS, AND DRAFTING.

  1. RESPONSIBILITY FOR CERTAIN MATTERS
    User is responsible for notifying IICLE in writing of the number of persons to whom IICLE SMARTBOOKS® passwords are to be issued. User is solely responsible for maintaining the security of its SMARTBOOKS® passwords. User is also responsible for all access to and use of the IICLE SMARTBOOKS® password and the access to and use of the IICLE Materials by User's personnel, whether or not User has knowledge of or authorizes such access and use.

  2. INDEMNIFICATION
    User agrees to defend and indemnify IICLE and any third-party providers and distributors and their officers, directors, employees, and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by third parties as a result of your User's use of SmartBooks®.

  3. LIMITATION OF CLAIMS
    Except for claims relating to IICLE Charges or improper use of the IICLE Materials, no claim, regardless of form, which in any way arises out of this Agreement, may be brought under this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it.

  4. TERM AND TERMINATION
    This User Agreement will become effective upon approval and acceptance by IICLE in Springfield, Illinois. THIS AGREEMENT MAY NOT BE TERMINATED PRIOR TO ONE YEAR AFTER THE DATE USER FIRST ACCESSES IICLE SMARTBOOKS®. Notwithstanding the foregoing, (i) IICLE may terminate this Agreement, without refund, immediately upon giving written notice of termination to User if User commits a material breach of any obligation to IICLE under this or any other agreement between the parties; (ii) User may terminate this Agreement, without refund, immediately upon giving written notice of termination to IICLE after receiving notice of an amendment (as permitted under paragraph 9) that is unacceptable to User; and (iii) either party may terminate this Agreement, without refund, immediately upon giving written notice of termination to the other party if the other party commits a material breach of this Agreement.

  5. EFFECT OF AGREEMENT
    This Agreement (which includes all current and future Schedules, Additional Terms, and license agreements and the like) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. Except as otherwise provided in this Agreement, IICLE may amend the terms and conditions of this Agreement by giving User at least 30 days prior written or online notice. Any other amendment must be in writing and signed by both parties. Nothing in this Agreement is intended or shall be construed to confer upon any person or entity other than the parties hereto and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

  6. FORCE MAJEURE
    IICLE's performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, and the like.

  7. NOTICES
    Except as otherwise provided herein, all notices must be in writing to IICLE, 2395 West Jefferson Street, Springfield, IL 62702, Attention: Karen S. Darby.

  8. RELATIONSHIP
    Your use of this site is independent of IICLE and not as an employee, agent, partner, or joint venturer with IICLE for any purpose.

  9. GOVERNING LAW
    This Agreement and its performance shall be governed by the laws of the State of Illinois, United States of America, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in Sangamon County, the State of Illinois, United States of America, in all questions and controversies arising out of your use of this site and this Agreement.

  10. ASSIGNMENT
    Neither this Agreement nor any part or portion may be assigned, sublicensed, or otherwise transferred by User without IICLE's prior written consent or as otherwise specified in this Agreement.

  11. SEVERABILITY
    Should any provision of this Agreement be held to be void, invalid, unenforceable, or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby.

  12. HEADINGS
    The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

WAIVER
Failure of either party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

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