This license agreement is between you, as either an individual or an authorized representative of your organization (“User”) and Think Compliance, LLC (the “Company”).
The parties agree as follows:
1. Grant of License. (a) Under the terms and conditions of this agreement, the Company hereby grants to User a non-exclusive, non-transferable license to (i) use, access, and create works derived from and/or incorporating the Company’s proprietary works (collectively, the “Content”); (ii) use and provide access to the Content to User’s employees; and (iii) reproduce and use the Content for User’s internal business purposes only.
2. Restrictions on Use. (a) User agrees and understands that the right to use the Content granted in this agreement and all rights therein are the proprietary property of the Company, and such proprietary rights remain vested in the Company. User agrees and understands that it will not take any action that would cause or permit the Content or any portion thereof to be published, distributed via the Internet or any other public computer based information system, conveyed, sold, disclosed or otherwise made available to any other person or entity outside of User without the Company’s prior written consent.
(b) User agrees that it shall use the Content for its intended purpose and shall not use the Content for any purpose other than as specifically described in this agreement without the Company’s prior written consent.
(c) IF THE COMPANY BELIEVES, IN ITS SOLE AND ABSOLUTE DISCRETION, THE CONTENT IS BEING USED BY MULTIPLE USERS AT THE SAME TIME, THE COMPANY RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO ENFORCE PAYMENT BY EACH OF SUCH OTHER UNAUTHORIZED USERS FOR THE RIGHTS TO THE CONTENT ON THE SAME TERMS AND CONDITIONS OF THIS AGREEMENT.
3. Intellectual Property Rights. (a) User agrees and understands that the Content contains copyrighted material, trademarks, or other proprietary information and the entire substance of the Content is protected under the United States copyright laws. The copyright in all material within the Content is held by the Company. User shall not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the Content in whole or in part. Except as expressly permitted by the Company, nothing within the Content may be copied, reproduced, distributed, modified, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopy, recording, or otherwise, without the Company’s prior written consent. This agreement terminates automatically if you breach any of these terms.
(b) The Company’s trademarks will remain the proprietary property of the Company. User will not have any right to use any such trademark without the Company’s prior written consent.
(c) User shall not at any time challenge or contest the validity or ownership of the Content.
4. Copyright and Proprietary Notices. (a) User agrees not to remove any copyright or other proprietary notices from the Content.
(b) User agrees that any copies of Content made in accordance with this agreement will include the same copyright and proprietary notices that appear on the original Content.
(c) As applicable, User may affix its own copyright notice to Content or copies thereof indicating that User holds a copyright for its contributions to the Content.
(d) The Company may review any Content created by User to verify compliance with this section 4 of this agreement.
5. Termination. (a) The Company may terminate this agreement for any material breach of this agreement not cured within fifteen days after written notice from the Company.
(b) Upon termination of this agreement for any reason, User shall promptly cease use of the Content granted under this agreement and immediately destroy any downloaded and printed materials.
6. Representations and Warranties. (a) User agrees and understands that (i) the Company does not directly or indirectly practice law, provide legal advice, or otherwise convey legal opinions; (ii) the Content is not a substitute for legal or professional advice and should not be relied upon as such; (iii) information contained in the Content does not constitute a recommendation or advice by the Company; and (iv) User assumes responsibility for its actions undertaken in connection with its use of the Content.
(b) User agrees and understands that the Company assumes no liability for the accuracy or completeness of the Content which may contain technical inaccuracies or typographical errors.
7. Disclaimer. THE COMPANY DOES NOT WARRANT THE RESULTS TO BE OBTAINED FROM THE USE OF THE CONTENT. THE CONTENT IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. USER ASSUMES THE ENTIRE RISK AS TO THE QUALITY OR ACCURACY OF THE CONTENT.
8. Equitable Remedies. User acknowledges and agrees that any breach by User of any non-monetary terms or obligations under this agreement could cause the Company irreparable harm for which damages would be an inadequate remedy. If any such breach occurs or is threatened, the Company will be entitled to an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security and without proof of actual damages.
9. Indemnification. Each party agrees to indemnify, defend and hold harmless the other and its affiliates, officers, directors, agents, and employees from and against all claims, demands, liabilities, damages and costs including its reasonable attorneys’ fees and other costs of defense, arising out of breach or claimed breach by the indemnifying party of any terms of this agreement.
10. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR THE INABILITY TO USE THE CONTENT, EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY USER FOR THE CONTENT, OR FIVE HUNDRED DOLLARS, WHICHEVER IS LESS.
11. Applicable Law. The laws of the State of Arizona, without giving effect to its principles of conflicts of law, govern all adversarial proceedings arising out of this agreement.
12. Entire Agreement. This agreement constitutes the entire agreement between User and the Company as to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.
13. Amendments. No amendment to this agreement will be valid unless it is made in writing and signed by both parties.
14. Severability. If any provision of this agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). But if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement is to be held unenforceable. The parties acknowledge that enforcement of sections 3, 4, 8 and 10 as written are an essential purpose of this agreement. If an unenforceable provision modified or disregarded in accordance with this section 14, the rest of the agreement is to remain in effect as written in any circumstances other than those in which the provision is held to be unenforceable.
BY PROCEEDING WITH THIS TRANSACTION YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.