END USER LICENSE AGREEMENT
PLEASE READ THE TERMS OF THIS END USER LICENSE AGREEMENT CAREFULLY.
PLEASE READ THE TERMS OF THIS END USER LICENSE AGREEMENT CAREFULLY.
The educational services, materials, documents, media, financial models, spreadsheets, calculators and any other information and services that you seek to acquire through commercialREacademy.com or any of its other affiliate websites or sources (collectively, the “Materials”) were developed by United Eagles Corporation, a California corporation doing business as Commercial RE Academy (“Licensor”).
This End User License Agreement (the “Agreement”) sets forth the terms under which you, as an individual or entity authorized by Licensor (“you”) may use the Materials.
Based on the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you agree as follows:
1. Nature of Agreement
This Agreement is a legal contract made between you and Licensor. This Agreement contains the terms and conditions that you must comply with if you wish to access and use the Materials. Notwithstanding anything in this Agreement to the contrary, you acknowledge and agree that the Materials and any services provided by Licensor in connection with the Materials are educational services rendered to you and not a product that may be a subject to further acceptance.
2. License Grant
Licensor hereby grants to you a limited, non-exclusive, non-assignable, non-sublicensable, non-transferable, and revocable license to use one copy of the Materials for your personal, non-commercial use only, for the term of this Agreement, subject to the terms and conditions herein.
The license granted in this Agreement is conditioned upon payment in full for the Materials (the “Service Fee”) in advance of your download or receipt of the Materials. The Service Fee shall be deemed earned by Licensor upon Licensor’s receipt thereof and shall be non-refundable to you in all circumstances.
3. Educational Nature of Materials
The Materials are intended to provide accurate and comprehensive information. However, Licensor cannot guarantee that the Materials reflect current laws, tax rules or local guidelines.
The Materials are not a substitute for legal, tax or other professional advice that you may need. You understand and agree that neither the Company, the authors nor any of its affiliates are rendering legal, tax or other professional services. If legal, tax or other services are required, you are expressly advised to seek the services of your professional advisors.
4. Ownership of Materials
Licensor retains all right, title and interest to the Materials not specifically granted in this Agreement.
Licensor owns the Materials and all copyrights, trademarks, trade secrets, proprietary rights, patents, designs, titles, computer codes, audiovisual effects, settings, artwork, sound effects, musical works and other intellectual property rights therein, and this Agreement does not transfer to you any title to or any proprietary or intellectual property rights in or to the Materials, any updates or derivative works thereto, except for the rights expressly granted in this Agreement.
The Materials are protected by United States intellectual property laws and applicable laws and international treaty provisions throughout the world.
Furthermore, the structure, organization, and performance of the Materials and any information identified as confidential by Licensor are valuable trade secrets and confidential information of Licensor. You agree to hold these trade secrets in confidence.
In furtherance of the foregoing, and for the avoidance of doubt:
Pursuant to applicable copyright laws and international conventions, Commercial RE Academy, as the lawful copyright holder, reserves the exclusive rights to:
-
reproduce the educational materials in any form;
-
prepare derivative works based upon the materials;
-
distribute copies of the materials to the public by sale, transfer of ownership, rental, lease, or lending;
-
publicly perform the materials;
-
publicly display the materials; and
-
perform the materials publicly by means of digital audio transmission, where applicable.
No portion of these exclusive rights shall be deemed transferred, waived, or licensed implicitly or otherwise, except as expressly provided herein.
THE MATERIALS MAY NOT BE COPIED, REPRODUCED, ALTERED, MODIFIED OR DISTRIBUTED IN ANY MANNER OR MEDIUM, IN WHOLE OR IN PART, WITHOUT PRIOR WRITTEN CONSENT FROM LICENSOR. ANY PERSON COPYING, REPRODUCING OR DISTRIBUTING ALL OR ANY PORTION OF THE MATERIALS IN ANY MANNER OR MEDIUM, WILL BE WILLFULLY VIOLATING THE COPYRIGHT, TRADE SECRET, TRADEMARK AND/OR OTHER INTELLECTUAL PROPERTY LAWS AND MAY BE SUBJECT TO CIVIL AND CRIMINAL PENALTIES IN THE U.S.
5. Additional Restrictions
You agree not to, and not to provide guidance, instruction, or assistance to any other individual or entity on how to:
-
commercially exploit the Materials;
-
distribute, lease, license, sell, rent, loan, transmit or otherwise transfer or assign the Materials without the express written consent of Licensor;
-
make a copy of the Materials available on a network for use or download by multiple users;
-
use or install the Materials on a network, for on-line use, or on more than one computer or other electronic device at the same time;
-
modify, enhance, or otherwise change or supplement the Materials, in whole or in part;
-
remove or modify any proprietary notices, marks, or labels contained on or within the Materials;
-
reformat, mix, filter, re-synthesize or otherwise alter the presets, sound samples and musical examples contained in the Materials for use in any kind of commercial sampling product/package or materials without the express written consent of Licensor;
-
violate any terms, policies, licenses, or code of conduct for any online feature of the Materials; or
-
transport, export or re-export (directly or indirectly) into any country forbidden to receive the Materials by any U.S. export laws or regulations or U.S. economic sanctions or otherwise violate any laws or regulations, or the laws of the country in which the Materials was obtained, which may be amended from time to time.
6. Your Obligations
You shall be solely responsible for the following:
-
providing all hardware, software and communications capabilities required for use of the Materials;
-
generating, providing and loading your data into the Materials;
-
providing and maintaining, at all times during the term of this Agreement, the Internet access necessary for your use of the Materials; and
-
providing Licensor with all information, access and full good faith cooperation reasonably necessary to enable Licensor to assess whether your use of the Materials is in accordance with this Agreement.
7. Upgrades and Updates; Support
Licensor may make changes to the Materials at any time without notice. In the event that Licensor upgrades or updates the Materials, a valid license to use the previous version of the Materials is required.
All upgrades/updates are provided to you on a license exchange basis. Licensor is not obligated to support or provide training for the Materials, or any upgrades or updates thereto.
8. Feedback
Should you provide Licensor with comments, modifications, corrections, enhancements or other input (collectively, “Feedback”) related to the Materials, Licensor will be free to use, disclose, reproduce, license or otherwise distribute or exploit the Feedback in its sole direction without any obligations or restrictions of any kind.
9. Privacy Policy
By using the Materials, you consent to the information collection and usage terms set forth and any Disclaimers included in any specific materials.
10. Term and Termination
This Agreement shall remain in effect until terminated or superseded by a New Agreement (defined below).
You may terminate this Agreement at any time on thirty (30) days’ prior written notice to Licensor. Licensor reserves the right to terminate this Agreement at any time for any reason, or for no reason, with or without notice to you. This Agreement shall terminate automatically on your failure to comply with any of the terms of this Agreement.
On termination of this Agreement, you agree to promptly destroy all printed copies and delete all electronic copies of any Materials that you have downloaded, printed, or created.
11. Alterations to Agreement
Licensor may create updated versions of this Agreement (each a “New Agreement”) as a result of changes to Licensor’s business and applicable laws.
This Agreement will terminate immediately upon the introduction of a New Agreement. New Agreements will not be applied retroactively.
If you do not wish to be bound by a New Agreement, you must immediately cease using the Materials.
12. Confidentiality
You agree that you shall not disclose to any third party the Materials or any portion thereof, any technical, product, or business information, or any information that Licensor identifies as confidential (“Confidential Information”), without prior written consent.
13. Limitation of Liability
You agree that your use of the Materials is at your sole risk. To the maximum extent allowed by law, Licensor shall not be liable for any loss or damage arising out of your use of, or inability to access or use, the Materials.
14. Disclaimer of Warranties
THE MATERIALS ARE OFFERED “AS-IS” AND “WITH ALL FAULTS.” LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
15. Indemnification
You shall indemnify, defend and hold Licensor harmless from any and all claims, suits, damages, and costs arising out of or in connection with your use of the Materials.
16. Governing Law; Venue
This Agreement shall be governed by the laws of the State of California. You agree to submit to the exclusive jurisdiction of the courts in Orange County (state court) and Los Angeles County (federal court).
17. Force Majeure
Licensor shall be excused from performance to the extent it is prevented by events beyond its control including floods, wars, strikes, etc.
18. Severability
If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full force and effect.
19. No Assignment
You may not assign this Agreement without prior written consent from Licensor.
20. Survival
Sections 2, 4, 5, 8, 9, 10, 12, 13, 14, 15, and 16 shall survive termination.
BY SIGNING BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, INCLUDING THE LIMITATION ON LICENSOR’S LIABILITY. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LICENSOR, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LICENSOR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
