End-User License Agreement (“Agreement”) – SEP

End-User License Agreement (“Agreement”)

THIS AGREEMENT IS A LEGAL AGREEMENT.  Please read this Agreement carefully before clicking the “I Agree” button, or using this exam preparation software (“Software”) owned by Securities Exam Preparation, Inc. (“Securities Exam”). Use of the Software is subject to this Agreement and the Terms of Use available at http://securitiesexam.com/terms-and-conditions/end-user-license-agreement-eula-sep/. The Software is provided in accordance with the Privacy Policy available at http://securitiesexam.com/terms-and-conditions/privacy-policy/. The Terms of Use and Privacy Policy are incorporated herein by reference.

By clicking the “I Agree” button or using this Software, you are agreeing to be bound by the terms of this Agreement.

If you do not agree to the terms of this Agreement, do not click the “I Agree” button and do not use the Software.

  1. License

1.1       Single-User Limited License. Securities Exam grants you a revocable, non-exclusive, non-transferable, limited license (“License”) to use the Software solely for your personal non-commercial purposes in strict accordance with the terms of this Agreement.

  1. Restrictions

2.1       You are permitted to use the Software in accordance with the terms of this Agreement and shall not personally or permit others to:

  1. License, sell, rent, lease, assign, distribute, transmit, host, disclose, or otherwise commercially exploit the Software or make the Software available to any third party.
  2. Decompile, reverse engineer, disassemble, attempt to derive the source code of or decrypt the Software.
  3. Make any modification, adaptation, improvement, enhancement, translation or derivative work from the Software.
  4. Remove, alter or obscure any proprietary notice, including any notice of copyright or trademark of Securities Exam or any other entity.
  5. Use the Software for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended.
  6. Make the Software available over a network or other environment permitting access or use by multiple users at the same time.
  7. Use the Software for creating a product, service or software that is, directly or indirectly, competitive with in any way, and/or a substitute for any services, product or software offered by Securities Exam.
  8. Violate any applicable laws, rules or regulations in connection with use of the Software.
  1. Ownership

3.1       Securities Exam retains ownership of the Software. The foregoing License grants you a limited license to use the Software. Securities Exam retains all right, title and interest, including all copyright and intellectual property rights, in and to the Software and all copies thereof. All rights not specifically granted in this Agreement are expressly reserved by Securities Exam.

  1. Infringement Acknowledgment

4.1       You are liable for infringement actions involving your possession or use of the Software. You and Securities Exam acknowledge and agree that, in the event of a third party claim that your possession or use of the Software infringes any third party’s intellectual property rights, you (and not Securities Exam) will be responsible for the investigation, defense, settlement and discharge of any such claim of intellectual property infringement. You shall promptly notify Securities Exam in writing of any such claim.

  1. Termination

5.1       Termination. Your License to use the Software will terminate six months after the date of purchase.

5.2       Securities Exam retains authority to suspend or terminate this license. Securities Exam may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to you hereunder with or without prior notice. Further, if you fail to comply with any terms or conditions of this License, then this License and any rights afforded to you hereunder shall terminate automatically, without any notice or other action by Securities Exam.

5.3       Use must cease following termination. Upon termination of this License, you shall cease all use of the Software.   

  1. Disclaimer of Warranties

6.1       Information Accuracy. Securities Exam, its Affiliates, and Suppliers, have attempted to provide accurate information and educational material; however, we must rely on third parties in many cases and therefore cannot warrant that our products or product descriptions are free of errors. By using any of the products and/or services made available by Securities Exam you are hereby agreeing to be solely responsible for verifying the accuracy of any and all information and/or material found on Securities Exam’s Site and/or in its products and/or services.

6.2       Disclaimer of warranties to the fullest extent permitted by law. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SECURITIES EXAM, ITS SUBSIDIARIES, AFFILIATES, PARTNERS, SUPPLIERS AND/OR LICENSORS DISCLAIM ALL WARRANTIES PERTAINING TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, TO THE FULLEST EXTENT PERMITTED BY LAW. THESE DISCLAIMED WARRANTIES INCLUDE BUT ARE NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS OF RESPONSES, RESULT, LACK OF VIRUSES, OR LACK OF NEGLIGENCE.

  1. Limitation of Liability

7.1       UNDER NO CIRCUMSTANCES SHALL SECURITIES EXAM OR ITS SUBSIDIARIES, AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE, REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE AND WHETHER SECURITIES EXAM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING LIMITATION, SECURITIES EXAM’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF 1) THE NET AMOUNT PAID FOR THE LICENSE WHEN YOU INITIALLY PURCHASED THE SOFTWARE FROM SECURITIES EXAM, OR 2) $100.00.

  1. General

8.1       Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, illegal or in conflict with applicable law, that provision will be enforced to the maximum extent permissible and severable from the rest of this Agreement.  The remaining provisions of this Agreement will not be affected and will remain in full force and effect.

8.2       Governing Law / Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Washington, without giving effect to the conflict of laws principles thereof.  Venue for any action regarding this Agreement, including arbitration, shall be in Spokane County, Washington.

8.3       Headings. The headings and sub-headings set out in this Agreement are for convenience only and are not to be used in construing the meaning of any provision herein.

8.4       Complete Agreement. This Agreement, together with the Terms of Use and Privacy Policy, contain the complete agreement between the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements or understandings whether oral or written. You agree that any varying or additional terms contained in any purchase order or written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect.

8.5       Non-Waiver.  The failure or delay of Securities Exam to exercise any rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.

8.6       Trademark Rights. Any registered or unregistered marks or trade dress designating Securities Exam and/or its Subsidiaries, Affiliates, Partners and/or Licensors as the source of the Software are trademarks. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade dress, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. Further, this Agreement does not authorize you to use any trademarks, trade dress, trade names, product names, logos, or other proprietary notices, legends, symbols, or labels in the Software.

8.7       Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors, assigns, officers, directors, shareholders, employees and agents.

8.8       Arbitration.  Any controversy arising out of this Agreement shall be submitted to binding arbitration.  Each party shall, within ten (10) days after the controversy is submitted for arbitration by either party, appoint one disinterested individual, and the persons so appointed shall, if they are unable to arrive at a decision within a period of ten (10) days, appoint a third arbitrator.  The Board shall then determine the matter in dispute within another ten (10) days.  Such determination shall be final and binding upon the parties hereto, their respective heirs, executors and assigns.  The judgment on the arbitration award shall be entered in the court having jurisdiction thereof in accordance with the provisions of the Revised Code of Washington §7.04A.

8.9       Waiver of Jury Trial.  YOU HEREBY WAIVE ALL RIGHTS AND/OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS AGREEMENT OR THE SOFTWARE.

8.10     Attorneys’ Fees.  In the event Securities Exam, its Subsidiaries, Affiliates, Partners, Successors, Assigns and/or Licensors, shall prevail in any action, including an action in arbitration, to enforce and/or defend its/their rights under this Agreement, intellectual property rights, or any other rights relating to this Agreement, it/they shall be entitled to recover attorneys’ fees and costs.