END-USER LICENSE AGREEMENT
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ORDERING, ACCESSING OR USING THE INSIDER MUSIC TRIVIA® SOFTWARE.
IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND INSIDERMUSICTRIVIA.COM, A SUBSIDIARY OF AMRC ENTERPRISES LLC. READ IT CAREFULLY BEFORE ACCESSING THIS WEB SITE AND USING THE INSIDER MUSIC TRIVIA SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY SELECTING TO USE THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT USE THIS WEB SITE OR THE INSIDER MUSIC TRIVIA SOFTWARE.
A. “LICENSOR” means AMRC Enterprises LLC., a limited liability company, with offices at 22440 State Hwy 20, Jay, OK 74346 and its authorized resellers, if any.
B. “LICENSEE” means you, either an individual or, if purchased or otherwise acquired by or for an entity, that entity.
C. “Designated Equipment” shall mean the host server of LICENSOR on which the software application and end user data is hosted.
D. “Documentation” shall mean all online help, online user manuals, user documentation, and other related materials pertaining to the Software which are furnished to LICENSEE by LICENSOR in connection with the Software.
E. “License Fee” shall mean the ongoing monthly, annual or other recurring term fee indicated on the order form to continue the license.
F. “Software” shall mean the Video Upload Service, the Slideshow Video Creator, Podcast channel and feed creation, the Lead Page Generator, iPhone App Builder, the Members Area and other services that are marketed under the name INSIDER MUSIC TRIVIA®, as well as any subsequent error corrections or updates supplied to LICENSEE by LICENSOR pursuant to this Agreement.
G. “Licensed Content” means the audio-visual works and video and audio content LICENSEE uploads or otherwise deliver to LICENSOR and instructs LICENSOR to upload for LICENSEE in connection with LICENSEE’s Member Account(s).
H. “Licensed Material” means the logos, branding, artwork, photographic images, text, URLs and other similar materials that LICENSEE uploads or otherwise delivers to any video hosting service through the Software in connection with LICENSEE’s Member Account(s).
2. LICENSE GRANT
LICENSOR hereby grants to LICENSEE a non-exclusive right and license to use the Software on a month-to-month basis (on the Designated Equipment), with the license automatically renewed each period (monthly or annually or other term as specified in the original order) upon payment of the applicable licensing fee.
A. LICENSOR shall deliver to LICENSEE sufficient details, such as an access URL, user name, and password that will allow the LICENSEE to access the Software over an Internet connection and utilize its features.
A. Error Corrections and Updates. LICENSOR will provide LICENSEE with error corrections, bug fixes, patches or other updates to the Software licensed hereunder if they become available during the period LICENSEE still has a valid license to the Software.
B. Other Modifications. LICENSEE may, from time to time, request that LICENSOR incorporate certain features, enhancements or modifications into the Software. LICENSOR may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of LICENSOR’s licensees.
C. Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of LICENSOR.
Except as specifically set forth herein, no Software or Documentation which is provided by LICENSOR pursuant to this Agreement in human or machine readable form, shall be copied in whole or in part by LICENSEE without LICENSOR’s prior written agreement.
6. LICENSE FEES AND MEMBERSHIPS
A. License Fee. In consideration of the licenses granted herein, LICENSEE shall pay the monthly or annual License Fee or other consideration for the Software and Documentation applicable to the membership category chosen. The monthly and/or annual License Fee for each level of membership varies depending on the pricing that is stated on the applicable order form when placing an order. All amounts payable hereunder by LICENSEE shall be payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Payments shall be made to LICENSOR by credit card on an automated and scheduled basis, and shall continue until cancelled. In the event that LICENSEE fails to make a scheduled license payment when due, LICENSEE acknowledges that LICENSOR shall have the right to disable all or some of the functionality of the Software until the payment amount for the Software is received in full by LICENSOR from LICENSEE. LICENSOR reserves the right to change the ongoing monthly fee from time to time, upon providing 30 days notice to LICENSEE. Upon receiving notice of any such monthly fee increase, LICENSEE can either accept the revised fee and continue the license to use the Software, or can choose to terminate the license and stop using the Software.
Annual, 6-month or 3-month memberships may automatically convert to a month-to-month membership upon expiration of the initial term. If this is the case, it will be explained to and agreed to by LICENSEE at time of purchase.
B. Membership Types. There are different levels of membership available, including but not limited to: Silver, Gold, Gold-PLUS, and Platinum Elite. Each level of membership includes access to the Software and a certain number of submission credits (which varies by membership level). A submission credit is defined as one video or message uploaded to a single third party site on behalf of a member. Each membership also includes access to certain features and submission sites which vary by membership level. LICENSOR reserves the right to change the membership submission credits, sites submitted to and other features at any time without prior notice to LICENSEE.
C. Cancellation. To cancel the service, LICENSEE must send an email to email@example.com with the subject line “CANCEL MEMBERSHIP.” LICENSEE may terminate this Agreement at any time without paying any early termination fee. However, even if LICENSEE cancels the Agreement, LICENSEE must pay all service and usage charges incurred prior to cancellation.
If LICENSEE terminates before the end of their billing cycle (30 days for monthly memberships, 365 days for annual memberships, other terms as specified when purchased such as 90 days, 180 days, etc.), then LICENSEE will be charged for the entire cycle without pro ration. In other words, there are NO PARTIAL CYCLE REFUNDS. Applicable taxes, assessments and other fees and charges are additional.
LICENSOR may terminate a member’s account for non-payment of the License Fee or for violation of the terms of this Agreement and Conditions of Use and Service.
D. Rejoining. LICENSOR shall have the sole discretion on whether or not to allow a member who cancels membership to later rejoin.
E. Promotions, Trial Offers and Special Discounts. From time to time, LICENSOR may offer promotional discounts as incentives to join in which case the amount another member pays for the first month or for monthly service may be less than what was stated when LICENSEE signed up. LICENSOR is under no obligation to provide consideration to LICENSEE for promotional discounts that occur after LICENSEE has become a member.
LICENSOR may also offer a trial period for a nominal amount prior to beginning a regular monthly subscription. In the event LICENSOR does offer a free trial or nominal fee trial, each customer (individual or business) is allowed ONLY ONE trial.
F. LICENSEE Responsibilities. To participate as a member, LICENSEE must maintain a member account (the “Member Account”) in good standing. LICENSEE must provide and maintain accurate and complete information in connection with the Member Account. LICENSEE is solely responsible for the activity that occurs on and through the Member Account, and LICENSEE must keep the account password secure. Further, LICENSEE is solely responsible for uploading the Licensed Content to the Member Account through the Software, and for adding appropriate keyword tags and text descriptions about the Licensed Content for distribution to other third party web sites. Further, LICENSEE is solely responsible for establishing and maintaining necessary accounts with any third-party web site that LICENSEE wishes Software and/or LICENSOR to access on your behalf. LICENSEE must agree separately to those third-party web sites’ terms of service/use and abide by them when requesting Software and/or LICENSOR to access said web sites on LICENSEE’s behalf. LICENSEE must not request Software and/or LICENSOR to access any third-party web site on your behalf if doing so violates LICENSEE’s agreement with said web site or its terms of service. LICSNEOR reserves the right to discontinue providing LICENSEE with any aspect of the Software at any time, and to refuse or expunge any Licensed Content at any time, should LICENSEE violate any of the provisions in this Agreement.
G. Taxes and Other Charges. LICENSEE shall be responsible for paying all sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software or Documentation hereunder
7. PROTECTION OF SOFTWARE AND DATA
A. Proprietary Notices. Publications, products, content or services referenced herein or with the Software are the exclusive trademarks or service marks of LICENSOR. Other product and company names mentioned in the Software may be the trademarks of their respective owners.
LICENSEE agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each copy of the Software.
B. No Reverse Engineering. LICENSEE agrees not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof.
C. Ownership. LICENSEE further acknowledges that the Software in any form provided by LICENSOR to LICENSEE is the sole property of LICENSOR and/or its suppliers. LICENSEE shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of LICENSOR’s proprietary rights therein. LICENSEE may print and download portions of materials from the Software solely for LICENSEE’s non-commercial use, provided that LICENSEE agrees not to change or delete any copyright or proprietary notices from the materials, and also provided that LICENSEE agrees not to distribute the protected materials to any third parties.
LICENSEE also acknowledges that LICENSOR shall also have the right to use and/or sell LICENSEE data for various purposes, including, but not limited to: (a) to survey the user base; (b) to sell other products or services to the user base; (c) to validate the amount of commissions owed to resellers and/or affiliates.
D. Miscellaneous ownership. LICENSEE shall remain the owner of LICENSEE’s Licensed Material and Licensed Content that is entered into the software, such as any videos that are entered into the software by LICENSEE using the interface and/or templates within the Software. However, LICENSEE shall have no ownership interest in any templates, such as lead capture page templates, that it may select from within the software. LICENSEE is simply granted a license to use the selected templates with the Software while this license agreement is in effect.
LICENSEE represents that LICENSEE has and will retain throughout the term of this Agreement, all necessary rights, title, interest, licenses and permissions in and to the Licensed Content, including without limitation any copyrights (including in any sound recordings and/or musical works, as well as any text, photographic images or artwork incorporated into the audio-visual works), trademarks, service marks, patents, rights of publicity, and clearances from and/or for featured individuals, branding, and locations.
LICENSEE hereby grants LICENSOR a worldwide, non-exclusive, royalty-free, license to distribute the Licensed Content and the Licensed Material in connection with the Software to third-party web sites and services LICENSEE chooses, in any media formats and through any media channels. LICENSOR may modify the Licensed Content and Licensed Materials solely as necessary to fit the format and file size specifications of the third-party web sites.
LICENSEE grants to LICENSOR a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any comments and other information (including, without limitation, ideas contained therein for new or improved products and services) LICENSEE submits to any public areas of LICENSOR’s Site(s) (such as bulletin boards, forums and newsgroups) or by e-mail to LICENSOR by all means and in any media now known or hereafter developed. LICENSEE also grants to LICENSOR the right to use LICENSEE’s name in connection with the submitted comments and other information as well as in connection with all advertising, marketing and promotional material related thereto. LICENSEE agrees that LICENSEE shall have no recourse against LICENSOR for any alleged or actual infringement or misappropriation of any proprietary right in LICENSEE’s communications to LICENSOR.
E. Objectionable Materials. LICENSEE agrees that it shall not use the Software in any manner with content that includes pornography, illegal activities of any kind, occult, hate, and/or racism. LICENSOR shall have the absolute right to evaluate and determine whether any materials used in the Software from LICENSEE are objectionable. LICENSEE agrees that violations of this provision can result in immediate termination of LICENSEE’s account upon the sole discretion of LICENSOR.
F. Backups of Data. LICENSEE shall be solely responsible for the backup of LICENSEE’s files and/or data that is being used with the Software.
A. Acknowledgement. LICENSEE hereby acknowledges and agrees that the Software and Documentation constitute and contain valuable proprietary products and trade secrets of LICENSOR and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, LICENSEE agrees to treat (and take precautions to ensure that its employees treat) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below.
B. Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to: (1) have been known publicly; (2) have been known generally in the industry before communication by the disclosing party to the recipient; (3) have become know publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (4) have been known otherwise by the recipient before communication by the disclosing party; or (5) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information.
C. Injunctive Relief. LICENSEE acknowledges that the unauthorized use, transfer or disclosure of the Software and Documentation or copies thereof will: (1) substantially diminish the value to LICENSOR of the trade secrets and other proprietary interests that are the subject of this Agreement; (2) render LICENSOR’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (3) cause irreparable injury in a short period of time. If LICENSEE breaches any of its obligations with respect to the use or confidentiality of the Software or Documentation, LICENSOR shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
D. Survival. LICENSEE’s obligations under this Section will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.
9. WARRANTIES; SUPERIOR RIGHTS
A. Ownership. Except for any rights as set forth herein, LICENSOR represents its belief that it is the owner of the entire right, title, and interest in and to Software, and that it has the sole right to grant licenses there under, and that it has not knowingly granted licenses there under to any other entity that would restrict rights granted hereunder except as stated herein. In the event that LICENSOR uses third party tools (such as software or web controls) for developing the software, LICENSOR warrants that it has proper licenses or authority from those third parties to use the third party tools within the Software.
B. Limited Warranty. LICENSOR represents and warrants to LICENSEE that the Software, when properly installed by LICENSEE and used with the Designated Equipment, will perform substantially as described in LICENSOR’s then current Documentation for such Software during the period that LICENSEE has a valid license that is active and in good standing (because all license fees have been paid).
C. Limitations. Notwithstanding the warranty provisions set forth herein, all of LICENSOR’s obligations with respect to such warranties shall be contingent on LICENSEE’s use of the Software in accordance with this Agreement and in accordance with LICENSOR’s instructions as provided by LICENSOR in the Documentation, as such instructions may be amended, supplemented, or modified by LICENSOR from time to time. LICENSOR shall have no warranty obligations with respect to any failures of the Software which are the result of abuse or misapplication of the Software.
LICENSEE understands that, except for information, products or services clearly identified as being supplied by LICENSOR, LICENSOR does not operate, control or endorse any information, products or services on the Internet in any way. Except for LICENSOR-identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties that are not affiliated with LICENSOR.
LICENSEE also understands that LICENSOR cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. LICENSEE is responsible for implementing sufficient procedures and checkpoints to satisfy LICENSEE’s particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.
D. LICENSEE’s Sole Remedy. LICENSOR’s entire liability and LICENSEE’s exclusive remedy shall be, at LICENSOR’s option, either: (1) return of the fee paid for one month of service; or (2) repair or replacement of the Software; provided LICENSOR receives written notice from LICENSEE during the warranty period of a breach of warranty. Any repair or replacement of the Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
E. em>Disclaimer of Warranties. LICENSOR DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES STATED IN THIS SECTION ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY LICENSOR. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE AND DOCUMENTATION OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF LICENSOR HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF LICENSOR IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF LICENSOR AS SET FORTH HEREIN.
LICENSEE ASSUMES TOTAL RESPONSIBILITY AND RISK FOR LICENSEE’S USE OF SOFTWARE AND OF THE INTERNET. LICENSOR PROVIDES SOFTWARE AND RELATED INFORMATION “AS IS” AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO SOFTWARE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH SOFTWARE OR ON THE INTERNET GENERALLY, AND LICENSOR SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY LICENSEE’S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH SOFTWARE OR ON THE INTERNET GENERALLY. LICENSOR DOES NOT WARRANT THAT SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN SOFTWARE WILL BE CORRECTED.
LICENSEE UNDERSTANDS FURTHER THAT THE PURE NATURE OF THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO LICENSEE. LICENSEE’S ACCESS TO SUCH MATERIALS IS AT LICENSEE’S OWN RISK. LICENSOR HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.
LICENSEE SPECIFICALLY ACKNOWLEDGES THAT LICENSOR SHALL NOT BE LIABLE FOR ANY USER SUBMITTED CONTENT TO SOFTWARE OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH LICENSEE. LICENSEE AND LICENSOR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Software is controlled and offered by LICENSOR from its facilities in the United States of America. LICENSOR makes no representations that Software is appropriate or available for use in other locations. If LICENSEE accesses or uses Software from other jurisdictions, then LICENSEE does so at its own volition and LICENSEE is responsible for compliance with local law.
LICENSOR makes no representations whatsoever about any other Web site which LICENSEE may access through Software or which may link to LICENSOR or Software. When LICENSEE accesses a non-LICENSOR Web site, LICENSEE acknowledges that it is independent from LICENSOR, and that LICENSOR has no control over the content on that Web site. In addition, a link to LICENSOR’s web site(s) does not mean that LICENSOR endorses or accept any responsibility for the content, or the use, of such Web site.
F. Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH LICENSOR IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY LICENSOR OF THE RISK OF LICENSEE’S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE’S USE OF THE SOFTWARE AND DOCUMENTATION. ACCORDINGLY, LICENSEE AGREES THAT LICENSOR SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE OR DOCUMENTATION. Any provision herein to the contrary notwithstanding, the maximum liability of LICENSOR to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Software delivered to LICENSEE hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to LICENSOR by LICENSEE for the Software whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of LICENSOR arising out of this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Software and Documentation and any services rendered hereunder and that, were LICENSOR to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.
G. LICENSEE’s Representations and Warranties. LICENSEE represents and warrants that: (a) LICENSEE has the right, power and authority to enter into this Agreement and fully perform its obligations hereunder; (b) the making of this Agreement does not and will not conflict with any agreement existing between LICENSEE and any other party; (c) LICENSEE owns or has all necessary licenses, rights, consents, and permissions to use and authorize LICENSOR to use all copyrights, trademarks, trade secrets, rights of publicity, patents and other proprietary rights in and to the Licensed Content to enable the use of the Licensed Content in the manner contemplated by this Agreement; (d) LICENSEE has the written consent, release, and/or permission of each and every identifiable individual person in the Licensed Content to use the name or likeness of each and every such identifiable individual person to enable the use of the Licensed Content in the manner contemplated by this Agreement; (e) the Licensed Content does not contain any unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive material; (f) the Licensed Content and LICENSEE’s Licensed Material will not infringe upon or otherwise violate any intellectual property, privacy, publicity or other right of any third party; (g) LICENSEE will be solely responsible for paying any royalties or other amounts that may be come due to artists, record labels, producers, actors, union trust funds, music publishers and all other rights holders from exploitation of the Licensed Content; and (h) LICENSEE shall abide by all terms and conditions herein, including the terms for using the Software. In the event that LICENSEE breaches one or more of these warranties, or violates any state or federal law, LICENSEE shall indemnify and hold LICENSOR (as well as its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Software) harmless for any and all liability resulting from the violation. This defense and indemnification obligation will survive this Agreement.
Either party may terminate this Agreement for any reason upon providing fourteen (14) days written notice to the other party. LICENSOR has the right to terminate this agreement immediately without written notice in the event of a breach of this Agreement by LICENSEE.
11. POST TERMINATION RIGHTS
Upon the expiration or termination of this Agreement, all rights granted to LICENSEE under this Agreement shall forthwith terminate and immediately revert to LICENSOR and LICENSEE shall discontinue all use of the Software and the like.
12. Force Majeure
Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
A. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested or delivered by a national overnight express service.
B. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
14. JURISDICTION AND DISPUTES
A. This Agreement shall be governed by the laws of Oklahoma.
B. This Agreement shall all be governed and construed in accordance with the laws of the State of Oklahoma applicable to agreements made and to be performed in United States. LICENSEE agrees that any legal action or proceeding between LICENSOR and LICENSEE for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the County of Delaware in the State of Oklahoma in the United States. Any cause of action or claim LICENSEE may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. LICENSOR’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
15. AGREEMENT BINDING ON SUCCESSORS
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
The license granted hereunder is personal to LICENSEE and may not be assigned by any act of LICENSEE or by operation of law unless in connection with a transfer of substantially all the assets of LICENSEE or with the consent of LICENSOR.
LICENSOR, its officers, directors, employees, agents, licensors, suppliers, and any third party information providers shall have the right to assert and enforce the terms of this Agreement directly against LICENSEE.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.
A. No reseller or agent of LICENSOR is authorized to make any amendment to this EULA.
B. All questions regarding this agreement should be directed to AMRC Enterprises LLC,
22440 State Hwy 20, Jay, OK 74346, or by email at: firstname.lastname@example.org.