OFFLINE TERMS AND CONDITIONS
1. Entire Agreement.
The terms and conditions set forth herein and incorporated by reference constitute the entire agreement between you and MICHIE™ , Matthew Bender® , or
Shepard’s® , each a member of the LexisNexis® group of companies” (“we” or “us”) with respect to the applicable Legal Research Service and supersedes all prior understandings and agreements, oral, written or otherwise. If we accept an order for a Legal Research Service on your purchase order(“PO”), the terms and conditions of your PO shall not apply and will not become part of this Agreement.
2. Cancellation of a Publication, CD-ROM or bender.com Service Subscription.
“Service Subscription” means those subscriptions whose price includes all updates and/or Internet access for the entire subscription period. You may cancel a Service Subscription (whether a new, reinstatement, conversion or renewal) by returning the publications or CD-ROMS within 30 days of their receipt by you. If no materials have been shipped, or for bender.com, you may cancel by notifying us within 30 days of the start of the subscription. If we receive the publications or CD-ROMS or written cancellation of other service subscriptions within 30 days, you will receive full credit. If we receive the publications or CD-ROMS or written cancellation of other service subscriptions from30 to 60 days from your receipt, you will receive a prorated credit for the remaining months of service. All service subscriptions are non-cancelable/non-returnable after 60 days.
“Non-Service Subscription” means those subscriptions whose updates are separately chargeable and which will be shipped with an invoice. Non-Service Subscriptions may be returned for full credit within 30days of receipt of the materials. Orders are non-cancelable/non-returnable after 30 days.
“Product Bundles/Multi Media” means subscriptions (whether Service or Non-Service Subscriptions) which are discounted in combination with other products. If you cancel a Service Subscription pursuant to this Section 2 on any component of a Product Bundle or Multi Media Subscription, you will not be eligible for any of the discounts offered in connection with such order. You will be rebilled for the remaining components of the Product Bundle or Multi Media order at their list price.
Returned Materials. All publications and CD-ROM discs must be returned to us pursuant to this Section 2, in the same condition as received.
3. Payment Options.
Orders accompanied by full payment may be entitled to a discount. Subscription Service orders may be paid in full within 25 days from the date of your monthly statement or in equal monthly installments based on the subscription term. All other invoices must be paid in full within 25 days from the date of your monthly statement.
4. Late Charges.
Overdue amounts will be assessed a late payment charge that will be compounded at a monthly rate of1.167% or the maximum provided by law, whichever is less. There is a minimum late payment charge often dollars ($10.00).
5. Shipping and Handling.
The price on the Agreement and Order Form does not include charges for shipping and handling. These amounts will be invoiced to you through our billing system and will be included in your final invoiced amount. If you have chosen the monthly billing option, these charges will be prorated over the term of the subscription and billed accordingly.
6. Warranties/Exclusive Remedies for Publications.
WE DISCLAIM ALL WARRANTIES WITH RESPECT TO PUBLICATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING. WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR CURRENTNESS OF THE MATERIALS CONTAINED IN THE PUBLICATIONS. WITH RESPECT TO A PUBLICATION, WE WARRANT IT WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR APERIOD OF 30 DAYS FROM RECEIPT. YOUR EXCLUSIVE REMEDY AND OUR SOLE OBLIGATION WITH RESPECT TO A DEFECTIVE PUBLICATION SHALL BE THE RIGHT TO RETURN THE DEFECTIVE PUBLICATION FOR A REPLACEMENT COPY AT NO ADDITIONAL CHARGE.
7. Limitation of Liability for Publications.
UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR FOR LOSS OF PROFITS, REVENUE, OR DATA; WHETHER IN AN ACTION IN CONTRACT, TORT. PRODUCT LIABILITY, STRICT LIABILITY, STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES WITH RESPECT TO PUBLICATIONS. OUR ENTIRE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RELATING TO YOUR USE OF A PUBLICATION SHALL BE LIMITED TO YOUR DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNT YOU PAID TO US FOR THE PUBLICATION THAT IS THE SUBJECT OF THE CLAIM IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
8. Credit Investigation.
You authorize us to make whatever credit investigation we deem appropriate in order to provide you with a Legal Research Service.
We reserve the right to discontinue any or all of your Legal Research Service(s) if you breach any of your obligations under this Agreement.
10. Collection Costs.
In the event you fail to pay any amount when due, we reserve the right to terminate the Legal Research Service and retain all sums paid by you. In addition, you are responsible for all collection costs incurred by us including, but not limited to, collection agency fees, reasonable attorneys’ fees and court costs. At our option, the entire amount due shall become due and payable upon your breach of any term, provision or condition of this Agreement. We retain a purchase money security interest in all publications and supplements until paid.
11. Title/Expiration Period for CD-ROM Discs.
We and our licensors retain outright ownership of all CD-ROM discs. We do not require return of the CD-ROM discs delivered to you either at the end of the subscription period covering the CD-ROM discs or upon receipt by you of replacement CD-ROM discs. Consequently, you will not be able to access CD-ROM discs delivered to you after their expiration. After the expiration date of a CD-ROM or upon receipt of an updated CD-ROM, you will cease use of and destroy the previous or outdated CD-ROM..
You may not assign or transfer this Agreement or any of your rights or obligations without our prior written consent.
13. CD-ROM and bender.com Master Agreements.
In the event of a conflict between the Master Agreement contained in the CD-ROM and the terms and conditions herein, the terms and conditions of the Master Agreement shall control for the CD-ROM Legal Research Service. In the event of a conflict between the Master Agreement contained
in bender.com and the terms and conditions herein, the terms and conditions of the Master Agreement shall control for the bender.com Legal Research Service.
14. Changes to the Agreement.
From time to time immediately upon notice to you, we may amend the existing terms and conditions of this Agreement. Changes to charges and payment terms may be made only upon 30 days’ prior written notice to you. This Agreement may be immediately terminated by you upon notice to us if any such change is unacceptable to you. Your continued use of the Legal Research Service following notice to you of a change shall constitute acceptance of the respective change.