End User License Agreement
End User License Agreement
End User License Agreement
PLEASE READ THIS AGREEMENT CAREFULLY.
THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS BETWEEN SELECT MEDIA, INC. (THE "COMPANY") AND THE PERSON/ORGANIZATION WHO PURCHASES / OPENS THIS PACKAGE OR USES THE MATERIAL WHICH ACCOMPANIES THIS AGREEMENT (THE "USER"). THIS AGREEMENT GIVES A USER THE RIGHT TO ACCESS AND USE THE COMPANY'S PRODUCTS AND SERVICES ("PRODUCTS") LICENSED FROM THE COMPANY PURSUANT TO A LICENSE AGREEMENT, CONTRACT, SALES OR PURCHASE ORDER, INVOICE OR CREDIT CARD PURCHASE ("LICENSE CONTRACT"). THE COMPANY IS WILLING TO GRANT A USER THE RIGHT TO ACCESS AND USE THE COMPANY'S PRODUCTS ONLY IF THE USER ACCEPTS ALL OF THE TERMS OF THIS AGREEMENT, AND PAYS OR HAS PAID THE COMPANY THE FULL PRICE (TO INCLUDE ALL APPLICABLE TAXES AND FEES) PURSUANT TO THE LICENSE CONTRACT.
BY CLICKING THE "I AGREE" BUTTON BELOW AND ACCESSING THE PRODUCTS, THE USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF THE USER DOES NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, THE USER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE PRODUCTS BECAUSE NO LICENSE SHALL HAVE BEEN GRANTED THERETO.
1. LICENSE. In consideration of the payment of the amount agreed to in the License Contract for the right to use Company's Products, and the User's adherence to all provisions of this Agreement, the Company grants the User a personal, non-exclusive, non-transferable license to access and use the Company's Products covered hereunder for educational purposes described in the License Contract in the United States of America, its territories and possessions.
2. RESTRICTIONS. User may not use, copy, modify, or transfer the Products to others, in whole or in part, except as expressly provided in this Agreement. User may not create a derivative work based on the Products. The Products contain trade secrets and method patents of the Company, and the User may not reverse engineer, disassemble, decompile, adapt, modify or translate the Products, or otherwise attempt to derive its source code or the source code through which the Products is accessed, or authorize any third-party to do any of the foregoing. The license granted hereunder is personal to the User, and any attempt by the User to transfer any of the rights, duties or obligations hereunder shall terminate this Agreement and be void. The User may not rent, lease, loan, resell, or distribute the Products or any part thereof in any way including, but not limited to, making the Products available to others via shared access to a single computer, a computer network, or by sharing access information, which includes the User's Username and Password.
3. OWNERSHIP. The Company's Products are the property of the Company, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. The Products are licensed, not sold, to the User for use only under the terms of this Agreement, and the Company reserves all rights not expressly granted to the User.
4. TERM. This Agreement and license granted herein will terminate at the end of 7 years from the date of purchase.
5. TERMINATION. This Agreement will terminate immediately if the User breaches any term of this Agreement. Further, in the event of a termination or expiration of any agreement between the Company and a third-party content provider or licensor of all or a part of the Products, the User's right to access and use the Products may also terminate or expire without prior notice to User.
6. CONTENT MAINTAINED BY THE COMPANY. User acknowledges and understands that: (a) the Company may, from time to time, elect to update the Products, but the Company does not warrant or guarantee that any Products or other information accessed through the Company's website(s) will be updated at any time during the term of this Agreement; and (b) the Company does not recommend, warrant or guarantee the use or performance of any third-party product or service described in the Products or elsewhere in the Company's website(s), nor is the Company responsible for malfunction of such products or services due to errors in the Products, the User's negligence or otherwise. User agrees to seek additional information on any third-party product or service from the respective third party.
7. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY'S PRODUCTS ARE PROVIDED "AS IS" AND THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FOR THE PRODUCTS AND ANY OTHER MATERIAL PROVIDED TO USER BY THE COMPANY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE COMPANY DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE, THAT THEIR OPERATION WILL BE UNINTERRUPTED, OR THAT PRODUCTS WILL MEET ANY PARTICULAR USER REQUIREMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY, AND PROVIDES NO ASSURANCE, THAT THE PRODUCTS WILL MEET CERTIFICATION REQUIREMENTS OF ANY REGULATORY AUTHORITY OR OTHER ASSOCIATION LICENSING AGENCY, WITHIN OR OUTSIDE OF THE UNITED STATES.
8. LIMITATION OF LIABILITY. Except as specifically provided herein, neither the Company, its affiliates, agents, or licensors, if any, shall be liable for any claim, demand or action arising out of, or relating to, the User's use of the Products or the Company's performance of (or failure to perform) any obligation under this Agreement or for special, incidental or consequential damages, including, without limitation, damages due to lost revenues or profits, business interruption, or other damages caused by User's inability to use the Products, even if the Company, its affiliates, agents, or licensors have been advised of the possibility of such loss or damages, and whether or not such loss or damages is or are foreseeable.
9. EXPORT LAW. The Company's Products are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless in compliance with applicable law and specifically authorized in writing by the Company prior to any Product access, the User shall not export the Products under any circumstances whatsoever. In any case, the User will indemnify and hold the Company harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees) arising from, or relating to, any breach by the User of the User's obligations under this section.
10. GOVERNING LAW, JURISDICTION AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of New York as those laws are applied to contracts entered into, and to be performed entirely in New York. Any legal suit, action or proceeding arising out of, or relating to this Agreement, shall be commenced in a federal court in New York or in state court in New York, and each party hereto irrevocably submits to the personal and exclusive jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains the right to remove such suit, action or proceeding to federal court to the extent permissible. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
11. ATTORNEY FEES. If any legal action or proceeding is brought for the enforcement of this Agreement or arises from the alleged breach, dispute, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred as a result of such legal action or proceeding.
12. WAIVER. No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future unless such waiver so provides by its terms.
13. ASSIGNMENT. Neither this Agreement nor any of the User's rights or obligations hereunder may be assigned by the User in whole or in part without the prior written approval of the Company. Any other attempted assignment shall be null and void.
14. SEVERABILITY. If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected and same shall remain in effect.
15. COMPLETE AGREEMENT. This Agreement is the complete and exclusive statement of the agreement between the Company and the User with respect to its subject matter, and supersedes and voids any proposal or prior agreement, oral or written, and any other communications between the parties in relation to its subject matter. No waiver, alteration or modification of this Agreement shall be valid unless made in writing and signed by a corporate officer of the Company.