IPE Subscription Agreement
Last Updated: 6/11/2021
IPE is a division of NBI
This Subscription Agreement (this "Agreement") applies to the purchase and sale of NBI Subscription CLE Passes ("Passes" and each a "Pass") by you ("Subscriber") from NBI, Inc., a Wisconsin non-stock corporation, and its affiliates, subsidiaries, divisions and brands (collectively, "NBI," "we," "us," or "our," as the context may require) through www.nbi-sems.com and ipe.nbi-sems.com (each a " Site," and collectively, together with all content, functionality, mobile websites, microsites, applications and services offered on or through a Site, the "Services").
BY PLACING AN ORDER FOR ONE OR MORE PASSES FROM OR THROUGH THE SERVICES, SUBSCRIBER: (1) ACCEPTS AND IS BOUND BY THIS AGREEMENT; AND (2) IF SUBSCRIBER PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, SUBSCRIBER AFFIRMS THAT SUBSCRIBER HAS THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION OR COMPANY TO THIS AGREEMENT.
1. Purchase; Term
Subscriber is purchasing a subscription (the "Subscription") to the Pass or Passes indicated on the order form submitted by Subscriber to NBI (the "Order Form"). Unless otherwise indicated on the Order Form, the term of the Subscription will commence on the date the Order Form is processed and accepted by NBI and will continue for a minimum one (1) year period (12 months), whether billed monthly or annually. If Subscriber elects to commit to a longer term on the Order Form, charges will be billed in accordance with the terms set out in the Order Form. Subscriber may not terminate the Order Form and/or this Agreement prior to the term elected (except as permitted in paragraph 12).
(a) Annual Payment: If Subscriber elects to be billed annually, full payment is due when the Order Form is processed and is non-refundable. No early cancellation or refund is permitted. (b) Monthly Payment: If Subscriber elects to be billed monthly, payments may be invoiced or made via credit card. If Subscriber fails to make any monthly payment, NBI may require full and immediate payment of the remaining term of the contract.
3. License and Transferability
Subject to and conditioned on Subscriber's payment of all fees and acceptance of and compliance with the User Terms, NBI hereby grants Subscriber a non-exclusive, non-transferable, limited license to access, use and view the intellectual property comprising the Pass(es) which may include seminars, recorded programming, publications and program materials made available to Subscriber through the Services (including ipe.nbi-sems.com) for the contracted number of users as referenced on Subscriber's Order Form, which is incorporated herein by reference. Access to certain features and functionality may change from time to time and said changes will be at the sole discretion of NBI.
Only Subscriber and its registered users under Subscription may use the Pass(es) and receive an affidavit for CLE purposes for self-study/home study courses, live events, live webcasts, video/audio replays or downloadable content. No substitute attendees are allowed. Subscriber (and its user(s)) may not copy, download, store, publish, transmit, transfer, sell or otherwise use the data in whole or part, in any form or by any means except as expressly permitted by this Agreement. Downloaded data shall not be stored or used in an archival database or other searchable database. Subscriber (and its user(s)) 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.
5. Rights in Content
Except for the license granted in this Agreement, all rights, title and interest in the intellectual property comprising the Pass(es), in all languages, formats and media throughout the world, including all copyrights and trademarks, are and will continue to be the exclusive property of NBI and other contributors.
6. Use of Content
NBI is not, under any circumstance, providing legal advice. NBI provides information designed for educational and research purposes only. NBI does not endorse any of the viewpoints contained in any seminar, recording, publication or material expressed in or accompanying a seminar. Said viewpoints are solely those of the contributors and/or faculty.
7. Authorized Users
NBI may provide Subscriber (and its user(s)) a unique username and password for registered user to access or enroll in content on the Services (including ipe.nbi-sems.com). The username and password is unique to each registered user and should be treated with the same care as the Subscriber's confidential business information. If Subscriber knows of or suspects that a registered user’s information has been compromised it should promptly report any suspected or known breach to NBI. By purchasing a Subscription, Subscriber (and its user(s)) consent to receive email communications and notices from NBI. All emails include the right to opt-out of future email communications.
8. Disclaimer of Warranties and Limitations of Liability
THE SERVICES AND CONTENT PROVIDED ON OR THROUGH THE SERVICES (INCLUDING THROUGH ONE OR MORE PASSES) ("SERVICES CONTENT") IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. NBI MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR SERVICES CONTENT. NBI DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THE SERVICES NOR ANY SERVICES CONTENT CONSTITUTE LEGAL ADVICE. THE SERVICES AND SERVICES CONTENT IS NOT A SUBSTITUTE FOR LAWYERS’ OR ORGANIZATIONS’ INDEPENDENT PROFESSIONAL JUDGEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NBI BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH SUBSCRIBER'S USE OF, OR INABILITY TO USE, THE SERVICES AND/OR THE SERVICES CONTENT, OR ANY LINKED SITE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE BY NBI OR WHETHER OR NOT NBI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, IF SUBSCRIBER (OR ITS USER(S)) HAS A CLAIM AGAINST NBI WHICH ARISES OUT OF OR IS OTHERWISE RELATED TO SUBSCRIBER (OR ITS USER(S)) USE OF THE SERVICES, THEN IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NBI TO SUBSCRIBER (OR ITS USER(S)) BE MORE THAN THE GREATER OF: (A) THE AMOUNT SUBSCRIBER HAS ACTUALLY PAID NBI IN THE PRECEDING TWELVE MONTHS FOR PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THE SERVICES OR (B) $100.
9. Limitation on Time to File Claims
EXCEPT AS PROHIBITED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBSCRIPTION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
10. Third Party Websites
Subscriber should be aware that when using the Services, Subscriber could be directed, by selecting links, to other websites that are beyond the control of NBI. There may be links to other websites from beyond NBI pages that take Subscriber outside of NBI services. These other websites may send their own cookies to Subscriber, collect and track data, or solicit personal information. NBI does not endorse the content found on such third party websites. Subscriber assumes sole responsibility for Subscriber’s use of third party links.
To the fullest extent permitted by law, Subscriber shall defend, indemnify, and hold NBI harmless from and against all claims arising from or in any way related to use of the Services and/or Passes by Subscriber (or its user(s)), a violation by Subscriber (or its user(s)) of this Agreement or the User Terms, or any other actions connected with Subscriber’s use of the Services. This includes, but is not limited to, any liability, expense, loss, damages, suits, judgments, or litigation costs.
12. Termination; Non-renewal
This Agreement will become effective upon approval and acceptance of the Order Form by NBI in Altoona, WI. Notwithstanding the foregoing, (i) NBI may terminate this Agreement, without refund, immediately upon giving written notice of termination to Subscriber if Subscriber (or its user(s)) commit(s) a material breach of any obligation to NBI under this Agreement; (ii) Subscriber may terminate this Agreement upon giving written notice of termination to NBI after receiving notice of an amendment (as permitted in paragraph 13) that is unacceptable to Subscriber; 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.
13. Effect of this Agreement; Amendments
14. Force Majeure
NBI’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, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like.
For the purposes of providing notices under this Agreement, NBI is located at 1218 McCann Drive, Altoona, WI 54720.
16. Governing Law; Venue; Jurisdiction
This Agreement and its performance shall be governed by the laws of the State of Wisconsin, U.S.A. without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Wisconsin will have exclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts and waive any objection as to personal jurisdiction, venue, or forum non conveniens.
Any translation of this Agreement and/or the User Terms is done for local requirements and in the event of a conflict between the English and any non-English versions, the English version of this Agreement and/or the User Terms shall govern. If any provision of this Agreement and/or the User Terms, or any portion thereof, is found to be unenforceable, it shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement and the User Terms, and the rest of this Agreement and the User Terms shall remain in full force and effect. This Agreement supersedes and cancel all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding Subscriber's use of the Pass(es) or Services.