Terms and Conditions
PLEASE, READ OUR TERMS AND CONDITIONS AGREEMENT THROUGHLY BEFORE USING ANY CONTENT FROM THIS WEB SITE IN ANY WAYS. BY CLICKING ON THE “YES” OR “ACCEPT” BUTTON, OR OTHERWISE DOWNLOADING OR ACCESSING THE EXPOSED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS AGREEMENT PROVIDED AT THIS PAGE. WE STRONGLY SUGGEST YOU PRINT OUT A COPY OF THIS TERMS AND CONDITIONS AGREEMENT FOR POSSIBLE USE IN FUTURE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS AGREEMENT PROVIDED AT THIS PAGE, YOU SHOULD CLICK THE “DO NOT ACCEPT” OR “REJECT” BUTTON OR OTHERWISE TERMINATE THE CONTENT DOWNLOAD. ON BEHALF OF THE CONTENT PROVIDER (AS DEFINED BELOW), WE AGREE TO LICENSE THE CONTENT TO YOU ONLY IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS AGREEMENT PROVIDED AT THIS PAGE.
Basic general terms used in this agreement are defined below:
All materials that can be downloaded from this Web site, comprising the following: all literary works, text, pictures, graphics, photographs, animation, movies and audio clips, motion pictures and other audio visual works, video games, music, soundtracks, button icons, streaming data, images, compilations, .RAM and .AVI files or any other software files (in object code or source code format).
b) Content Provider
2. License Grants and Proprietary Rights
a) License Grant
According to this Terms and Conditions agreement, if you are a registered member of this Web site or a person otherwise permitted to access and download content supplied by the Content Provider, Content Provider grants you a limited, non-transferable, non-assignable, non-exclusive, worldwide active right to use the available Content solely for your personal use. Commercial use of Content by Members is strictly forbidden. You have the right to download Content onto the hard drive of your personal computer not intended for commercial use. The rights granted hereunder allow you to use the applicable Content, not sell it.
b) Existing restrictions on use of provided Content
By signing in to the Web site you agree that you will not, nor will you authorize or permit others to:
(1) reengineer, decompile or disassemble the software components of the Content or otherwise attempt to discover the source code of the software components of the Content;
(2) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use or make available on a service bureau, or otherwise grant the access to or any other rights to license Content to any third party,
(3) create any derivative works based on the Content or otherwise modify it; or
(4) overreach any encryption or other active security tools used anywhere in the Content, or at the web site itself.
As between the parties, the Content and all patents, copyrights, trade secrets, trademarks, service marks, know-how and any other proprietary rights therein or thereto, are hereby considered to be the exclusive property of Content Provider (or Content Provider’s licensors), and you have no right, title or interest in and to the Content by virtue of this Agreement other than the limited-time access and other licenses granted herein expressly in Section 2(a) above.
The following proprietary rights and other notices must be applied to each copy of the Content as may be provided by Content Provider to you every once in a while, or as may be generated automatically by the Content itself. You don’t have the right to remove or obscure any of such notices
e) Penalty for Breach of License
In addition to all other rights and penalties in the jurisdiction of Content Provider, any breach of licensing provisions stated in Section 2 of this Agreement by you or by any third party to whom you have provided access to the Content is considered to be a material breach of this Agreement and Content Provider shall have the right to terminate this Agreement without any prior notice and resort to the help of all available penalties, including but not limited to injunctive relief for patent, copyright, or trademark infringement, misappropriation of trade secrets, breach of confidence, or any other theory, as applicable.
By signing in to this Web site you agree to pay Content Provider all fees required for you to gain access to the Content and the right to download it, as provided as part of the download/installation process, or otherwise as part of provided membership to this Web site (as applicable). All payments shall be carried out due to the stated date and made in USD. Any unpaid fee will accrue interest at an annual rate of 1.5% or the highest legal rate, in case it happens to be lower, of the unpaid balance until paid. Content Provider reserves the right to increase the existing fees from time to time to itself.
All fees and charges collected from the Member during the download/installation process do not include any federal, state, or local sales, use, value-added, property, excise, withholding or other taxes, customs or duties now or hereafter levied which shall be for your account. Any taxes or amounts in lieu thereof paid or payable by Content Provider in respect of any such taxes on such fees or charges (excepting only taxes on net income) shall be added to your obligations as an additional charge, which shall be due within thirty (30) days after invoice therefore.
4. No Warranties
BY SIGNING IN TO THIS WEB SITE YOU EXPRESSLY AGREE THAT YOUR USE OF THE CONTENT IS AT YOUR OWN DISCRETION AND RISK. THERE IS NO WARRANTY EITHER EXPRESS OR IMPLIED APPLICABLE TO THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CONTENT PROVIDER DOESN’T GUARANTEE THAT THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES CONTENT PROVIDER GUARANTEE THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT. BY SIGNING IN TO THIS WEB SITE YOU ALSO EXPRESSELY UNDERSTAND AND AGREE THAT YOU SOLELY WILL HOLD THE RESPONSIBILITY FOR ANY DAMAGE TO YOUR SYSTEM OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF THE CONTENT. CONTENT PROVIDER DOES NOT GUARANTEE THE QUALITY OF ANY PURCHASED GOODS OR SERVICES ACQUIRED THROUGH THE CONTENT AND DOES NOT HOLD ANY RESPONSIBILITY FOR ANY USE OF CONFIDENTIAL OR PRIVATE INFORMATION BY ANY THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTIES TO BE EXCLUDED, THUS SOME OF THE EXCLUSIONS STATED ABOVE MAY NOT APPLY TO YOU.
By signing in to this Web site you agree to indemnify Content Provider against any and all claims, liabilities, and costs, including reasonable attorneys fees, reasonably incurred in the defense of any claim or suit arising out of or otherwise related to this Agreement, including without limitation, any breach or threatened breach by you of this Agreement. Content provider guarantees to notify you of any such claims or suits and to cooperate with you (at your expense) in order to defend such claim or suit. Content Provider may also take part in the defense of such claim or suit at its own expense.
6. Limitation of Liability
IN NO CASE WILL CONTENT PROVIDER (OR ITS LICENSORS) BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES CAUSED BY OR SOMEHOW ARISING OUT OF THIS AGREEMENT, EVEN IF THE CONTENT PROVIDER HAS BEEN WARNED ABOUT THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL CONTENT PROVIDER HOLD THE LIABILITY FOR DIRECT DAMAGE IN CASE IT EXCEEDS THE TOTAL SUM OF MONEY PAID BY YOU FOR USE AND ACCESS TO THE CONTENT.
7. Term and Termination
The term of this Agreement shall begin on the date that you first carry out the download or installation of the Content and will be in power until the time when either party terminates this Agreement, with or without explaining the cause.
b) Effect of Termination
In case this Agreement gets terminated for any reason,
(1) all licenses granted to the Member hereunder shall terminate immediately,
(2) you will have to get rid of all copies of the Content (including, without limitation deleting the Content from any cached files on the hard drive of your computer); and
(3) Content Provider will immediately terminate your right to access/view/download the Content.
The parties’ rights and obligations stated in the Sections 2(b), 2(c), 2(e), 3, 4, 5, 6, 7(b), and 8 shall survive the expiration of any kind or earlier termination of this Agreement.
8. General Terms
a) Governing Law
This Agreement itself and all matters arising or somehow related to this Agreement, are governed by the laws of the State of Florida solely, excluding its conflict of law provisions. Both the Content Provider and the Member agree that United Nations Convention on Contracts for the International Sale of Goods should not be applied to this Agreement by any means. The parties hereby claim themselves responsible to the personal jurisdiction of the state and federal courts of the State of Florida. Exclusive venue for any litigation permitted under this Agreement shall be with the state and federal courts located in Seminole County, Florida.
b) Rights to Injunctive Relief
Both parties acknowledge that legitimate penalties may not satisfy an aggrieved party in case of the other party’s breach of Section 2, and that an aggrieved party therefore has the right to seek injunctive relief in case of any such breach, in addition to the penalties provided by the law.
In case a dispute between two parties arises out of or in relation to this Agreement, the parties guarantee to meet and negotiate in good faith to attempt to neutralize the reason of such dispute. In case the direct negotiation proves to be insufficient in solving the problem, then, except as otherwise provided herein, either party has the right to seek for arbitration in accordance with the current Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Seminole County Florida, and conducted by a single arbitrator, knowledgeable in software, the Internet and e-Commerce. The party responsible for starting the lawsuit shall be responsible for holding it all at its own expense. The parties acknowledge that the arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or to vary or ignore the terms of this Agreement and shall be bound by governing and applicable law. Please note, that this Section doesn’t apply to any breach (or any allegation which if true would constitute a breach) of Section 2.
The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. Neither the rights granted by this Agreement nor the Agreement itself may be sold, leased, assigned or otherwise transferred, in whole or in part by you.
If for any reason a court of competent jurisdiction or arbitrator finds any provision of this Agreement, or any part of it to be unenforceable, that provision will be enforced to the maximum permissible extent and the remaining part of this Agreement will apply in full force and effect.
f) No Waiver
In case either party fails to enforce any provision of this Agreement, neither will it be deemed a waiver of future enforcement of that or any other provision, nor a waiver of one breach will constitute a waiver of subsequent breaches of the same or of a different nature.
g) Complete Agreement
This Agreement represents the entire agreement between the Content Provider and the Member with respect to the subject matter hereof, and supersedes and replaces all previously existing or contemporaneous understandings or agreements, either written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless done in writing and signed by authorized representatives of both the Content Provider and the Member.
h) Relationship Between the Parties
Content Provider is an independent contractor; thus nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the Content Provider and the Member.
All section and subsection headings of this Agreement are made for convenient use only and shall not be regarded as able to affect the meaning thereof.
j) Force Majeure
Content Provider shall not be responsible for any failure to fulfill its liabilities due to force majeure or to causes lying beyond its reasonable control, comprising: acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, including Y2K errors or omissions, etc for so long as such event results in Content Provider’s failure to fulfill its liabilities.
By signing in to this site you expressively understand and acknowledge that the software elements of the Content may be regulated by agencies of the U.S. Government, including the U.S. Department of Commerce, whose has the right to prohibit export or diversion of software to certain countries and third parties. You guarantee to avoid assisting or participating in any such diversion or other violation of applicable U.S. laws and regulations. You guarantee not to license or otherwise permit anyone not allowed to receive controlled commodities under applicable U.S. laws and regulations and that you will abide by such laws and regulations. You shall not cause any hard to the Content Provider or indemnify Content Provider from any breach or threatened breach of this Section 8(k).
l) Government Rights
The software components of the Content have been developed at private expense and is commercial computer software or restricted computer software within the meaning of the FARs, the DFARs, and any other similar regulations relating to government acquisition of computer software. Nothing contained herein can be deemed to:
(1) grant any government agency any license or other rights greater than are mandated by statute or regulation for commercial computer software developed entirely at private expense, or
(2) restrict any government rights in any extensions or custom solutions provided hereunder and developed at government expense.
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